Medical City chair says CEO ‘jeopardizing’ hospital’s future

The ongoing boardroom war in The Medical City took a turn for the worse yesterday after the hospital’s chair accused its CEO, Dr. Alfredo Bengzon, of stifling the rights of owners by moving to postpone the corporation’s annual stockholders’ meeting.

In a letter to the Inquirer, Dr. Augusto Sarmiento said he was “deeply disturbed” by the actions of Bengzon, who he said was “not upholding good corporate governance” and “jeopardizing” the hospital’s future.

Bengzon earlier asked the Securities and Exchange Commission (SEC) to intervene and stop the holding of the hospital’s annual meeting of owners, normally held every June.

The veteran doctor said this was because Medical City treasurer Jose Xavier “Eckie” Gonzales was instigating a boardroom coup by acting in league with a foreign shareholder to accumulate hospital shares without the legally required disclosures to other owners and regulators.

The hospital chair said, however, that Bengzon was aware of this all along, and that the latter’s protests were meant “to avoid full disclosure around The Medical City’s performance over the past 12 months.”
Sarmiento also said Bengzon was trying to delay the annual meeting at a time when his directorship in the hospital was up for renewal.

“This annual stockholders’ meeting is critical to address issues we face in Guam, where large cost overruns and operational mismanagement under Dr. Bengzon’s watch have placed The Medical City under financial pressure,” Sarmiento said. “It is important these issues are discussed at our [annual meeting], and we are legally bound to hold it.”

The hospital chair, meanwhile, heaped praise on the hospital’s investors—Fountel, Clermont Group and Lombard —allied with Gonzales for having been “generous with their support.”

“Fountel and Clermont Group were the only shareholders willing to provide capital of P963 million to TMC last year when we needed additional funds to repay debt,” he said.

“Claims that our shareholders have not acted within the law and that Dr. Bengzon was unaware of the contents of the corporation and shareholders agreement (CSA) between Fountel and Clermont Group, are unfounded,” Sarmiento said. “Like my fellow board members, I was fully aware of the CSA and in line with disclosure requirements, a full copy of the CSA, was made publicly available through the SEC in 2013.”

Bengzon, however, characterized the moves of the investors’ group and Gonzales —his nephew whom he had been grooming to succeed him —as a hostile takeover attempt.
This same group, Bengzon said, blocked his move to bring in the Ayala group as a white knight for the hospital earlier this year.—DAXIM L. LUCAS