MANILA, Philippines ? Beverage and food group San Miguel Corp. on Monday won key boardroom and management representation at Manila Electric Co. (Meralco), marking the entry of a powerful new voting block in the country's largest electricity retailer, which has long been controlled by the Lopez family.
Using voting rights acquired from divesting government financial institutions, San Miguel obtained four seats on the 11-member Meralco board and installed its president Ramon Ang, chairman Eduardo Cojuangco, director Estelito Mendoza and financial consultant Aurora Calderon as directors.
Meralco elected five new board members but San Miguel claimed only four as part of its voting block. Ang confirmed to the Philippine Daily Inquirer in a text message that San Miguel clinched four board seats previously held by nominees of the state-run pension fund Government Service Insurance System (GSIS).
The fifth new director, Jose de Jesus, was also elected as president and chief operating officer of Meralco effective Feb. 1, to replace the current head, Jesus Francisco who is retiring at the end of the month.
Industry sources said De Jesus was "mutually acceptable" to both the San Miguel and Lopez groups. He is a former president and chief executive of Manila North Tollways Corp.
Francisco will remain as a member of the Meralco board.
Ang was officially named as vice chairman, replacing Felipe Alfonso, who stepped down as director along with GSIS president Winston Garcia, GSIS chairman Bernardino Abes, government nominee Daisy Arce who is a director at Philippine Telegraph and Telephone Corp. director and Jeremy Parulan who is a director at Philippine National Construction Corp.
Meralco chairman and chief executive officer Manuel Lopez said that with the entry of San Miguel, stakeholders could expect the same high level of management expertise that Meralco provides.
"I am sure that many in the business community view these changes as a positive development since the new members of the board bring with them a wealth of experience in ensuring the continued strength and viability of Meralco," Lopez said.
The board revamp suggested that Meralco would retain control of five seats on the board, with the remaining two would be for independent directors.
At the much-awaited meeting on Monday, Meralco also "reconstituted" the composition of key management committees. San Miguel representatives were installed on all five committees ? executive, nomination and governance, audit and compliance, finance, and compensation and retirement.
Ang also confirmed via a text message to the Philippine Daily Inquirer that San Miguel chief financial officer Ferdinand Constantino, who was installed as an ex-officio member of the finance committee for now ? would soon be appointed as chief financial officer of Meralco.
Although Monday's meeting appeared amicable, some analysts are anticipating a tug-of-war between the San Miguel and Lopez blocks.
"Investors' reactions are muted considering this boardroom war," said Astro Del Castillo, managing director at local fund First Grade Holdings. ?They anticipate a corporate struggle because San Miguel is usually is hungry for majority stake in most of the companies it invests in.?
"So it seems that the uncertainties will linger. It will take time before interest in Meralco will be energized especially because there are a lot of other stocks out there at bargain prices," Del Castillo said. "So, Meralco is standing on a shaky ground in corporate direction. If management will be distracted by a brawl in the boardroom, it can affect earnings."
The price of Meralco shares closed unchanged at P58.50 on Monday, ahead of the much-anticipated board revamp.
"At this point,? said Jose Mari Lacson, head of research at stock brokerage Campos, Lanuza & Co. Inc., ?the fact that both camps have already agreed to certain terms of their relationship, it may mean that some trust, while only partial, is being given by the Lopezes to San Miguel. If both camps do manage to cooperate and actually execute a better business strategy, we just might consider making Meralco a turnaround buy story. It is too early to conclude, however, that this is the beginning of a beautiful friendship."
San Miguel acquired a 27-percent voting block in Meralco via a staggered payment scheme with the GSIS in October 2008.
Ahead of the board meeting Monday, a local fund believed to be allied with San Miguel, Global 5000 Investment Inc., took control of an additional seven percent block from the state-run pension fund Social Security System and state-owned Development Bank of the Philippines.
These transactions bring the estimated voting rights of the combined San Miguel-Global 5000 at par with the Lopez family's 34 percent. With editing by INQUIRER.net