Hans Brinker Makasiar Sicat, president and chief executive officer of the Philippine Stock Exchange (PSE), owned 17,209 PSE common shares, or 0.02 percent of 84.926 million outstanding common shares, according to a filing posted May 15, 2018 on the PSE website.
As PSE president until May 6, 2017, Sicat disclosed his holdings under an “initial statement of beneficial ownership of securities.” He was also listed as a member of the exchange’s 15-person board.
However, a definitive information statement (DIS) filed by the company, the PSE, listed Sicat as one of the 13 nominees for regular directors. His term as president and CEO ended on May 6, 2017.
The company’s annual stockholders’ meeting listed Ramon S. Monzon as Sicat’s replacement.
The list also showed the election of two independent directors, namely Dakila B. Fonacier and Vicente L. Panlilio, who were entitled each to P50,000 per diem for “each board meeting attended,” according to PSE’s filing.
In the same DIS posting, PSE disclosed the per-day fees of the board to have amounted to P20.416 million in 2017 and P21.436 million in 2016.
As PSE president, Sicat was one of the exchange’s five highest paid executives. As a group, he and four others received in 2016 compensation of P32.179 million, divided into P27.721 million as salaries and P4.458 million as bonuses. They did not get any amount under “other compensation.”
In 2017, Sicat and four other PSE executives were paid P35.412 million consisting of P25.389 million in salaries and P10.023 million in bonuses. Again, none was reported under “other compensation.”
With Monzon as PSE president and CEO, the exchange raised by 5.637 percent to P37.408 million the compensation of the five highest paid executives for 2018. Of the total, the group will be paid P32.512 million as salaries and P4.896 million as bonuses. Again, like Sicat and company, they will not get any under “other compensation.”
In 2016, the PSE paid seven other executives, who were grouped under “aggregate for all other officers,”
P11.755 million, of which P10.127 was for salaries and P1.628 million for bonuses. Like Sicat and Monzon, they did not get any under “other compensation.”
In 2017, as a group, PSE’s other officers than those named among the five highest paid executives, received P17.464 million. Of the amount, P12.388 million went to salaries and P5.076 to bonuses.
This year, the PSE said it would pay seven other officers P15.459 million, divided into salaries of P13.30 million and bonuses of P2.230 million.
PSE ownership per GIS
In a general information sheet (GIS) for 2017, PSE showed its authorized capital stock stood at 120 million common shares, of which 283 stockholders owned 73.417 million common shares.
Of PSE’s 283 stockholders, 276 were Filipinos and seven were foreigners.
The same GIS listed PCD Nominee Corp. as PSE’s top stockholder, owning 49.413 million common shares, or 67.305 percent of 73.417 million outstanding PSE common shares. As of 2017, San Miguel Corporation Retirement Plan owned 7.555 million PSE common shares, or 10.291 percent. PCD Nominee held 3.398 million PSE common shares, or 4.628 percent, for foreigners.
The number of stockholders of the PSE as listed on the GIS included the PCD Nominee as record stockholder of 49.413 million PSE common shares for Filipinos and 3.398 million PSE common shares for foreigners.
“Record stockholder” means that the PCD-held shares are voted by their beneficial owners.
In the same posting, the PSE said it paid its 15-person board P21.436 million in 2016. Its DIS showed the board’s compensation at P20.416 million in 2017. This year, it estimated the 15-directors’ compensation at P22.695 million.
Due Diligencer’s take
Who among PSE’s executives gets the biggest compensation?
No one knows the answer unless the Securities and Exchange Commission requires a full disclosure of the pays and perks of executives of listed companies.
Well and good if the compensation filings show the individual remuneration of at least the five highest paid executives of all companies whose shares are publicly traded.
Of course, the PSE does not require transparency in terms of the pays and perks of these executives despite the full disclosure rule.
But what is the purpose of this rule if it does not cover money? After all, the PSE is deemed public simply because its common shares are listed even if its corporate stockholders do not trade their common shares at all.
Due Diligencer has long been advocating the full disclosure of the compensation of the five highest paid executives of listed companies. It is unfortunate that the very rich Filipinos who are in business list the common shares of their stock corporations not necessarily to serve the interest of the public but to save taxes.
As Due Diligencer has suggested in at least one previous column, why doesn’t the SEC impose the rule on total transparency for executive compensations in all listed companies? Just asking.