G.R. NO. 166984 - MANUEL H. NIETO, JR., VS. HON. COURT OF APPEALS (FORMER SPECIAL SEVENTEENTH DIVISION), VICTOR AFRICA AND JOHN/JANE DOES, STYLING THEMSELVES AS THE BOARD OF DIRECTORS/OFFICERS OF PHILIPPINE OVERSEAS TELECOMMUNICATIONS CORPORATION (POTC) AND PHILIPPINE COMMUNICATIONS SATELLITE CORPOR

Ruling

Accordingly, POTC, Philcomsat and Philcomsat Holdings Corporation (PHC) are hereby reminded to strictly adhere to the scheduled dates of meetings of the said corporations set forth in this Order. POTC, Philcomsat and PHC are further reminded to also comply with the manner of the conduct of their respective meetings as provided in the Order of the Commission dated July 8, 2004. [3] Providing an update on the actions taken by the parties pursuant to its foregoing orders, the SEC, through its General Counsel, Atty. Umali-Paco, issued a third Order, dated 20 August 2004, in which it noted that: On separate dates, the group of Atty. Victor Africa ("Africa group") and the group of Ambassador Nieto ("Nieto group") conducted their respective annual stockholders' meetings. The Africa group held successive meetings for POTC and Philcomsat on July 28, 2004, while the Nieto group held similar meetings for POTC and Philcomsat on August 5 and August 9, respectively. On all these meetings, where the SEC representatives were present (except the Philcomsat meeting of the Africa group), the Commission noted the following observations: Africa Group Nieto Group 1. POTC meeting 1. no COMELEC was constituted 2. no validation of proxies 3. the list of stockholders and the stock and transfer were not presented during the meeting 4. As per Atty. Africa, the Meeting was not called by the SEC but rather by the board of directors voluntarily 1. A COMELEC was constituted composed of Mr. Locsin and Atty. Lokin (and 3rd position supposedly for the representative of the Africa group was vacant because the group did not submit their nominee) 2. the proxies and the list of stockholders prepared by the Asst. Corp. Sec. were presented during the meeting. 3. the Presiding Officer declared that the meeting was called pursuant to the Order of the Commission. 2. Philcomsat 1. No SEC representative 1. A COMELEC was constituted composed of Mr. Locsin, and Atty. Lokin 2. the proxies and the list of stockholders prepared by the Asst. Corp. Sec. were presented during the meeting. 3. the Presiding Officer declared that the meeting was called pursuant to the Order of the Commission In light of the foregoing, the Commission hereby upholds the validity of the stockholders' meetings conducted by the Nieto Group in view of the clear compliance by the said group with the conditions set forth by the Commission in its Orders of July 8 and 26, 2004. Meanwhile, the PHC meeting shall proceed as scheduled on August 31, 2004. The Officers and Directors of PHC are hereby reminded to strictly conform to the conditions stated in the July 8 and 26 Orders. The President and the Corporate Secretary of PHC and its Stock and Transfer Agent are hereby ordered to submit to the Commission the certified list of stockholders and the stock and transfer book of PHC on or before August 25, 2004. Due to the failure of the Africa group to nominate their representative to the PHC NOMELEC (sic), Atty. Victoria De Los Reyes