AN OFFICIAL of the Securities and Exchange Commission has been charged before the Ombudsman for graft and corruption as well as grave misconduct for allowing the allegedly anomalous sale of shares of Manila North Harbor Port Inc. to San Miguel Holdings Corp.
Mark Roy Boado, representing the complainant Harbour Centre Port Terminal Inc. and HCPTI stakeholder Nathaniel Romero, filed two separate complaints against SEC Company Registration and Monitoring Department director Ferdinand Sales.
The charges were filed three months after a Quezon City court, in January, barred fugitive 1-Pacman party-list Rep. Michael Romero from claiming ownership of his family-owned HCPTI.
The younger Romero, who has gone into hiding since an arrest warrant was issued against him three months ago, lost the legal battle to his father, construction magnate Reghis Romero II, who sued his estranged son for allegedly falsifying ownership of the port facility.
The complainants accuses Sales of allowing an increase in MNHPI’s authorized capital stock to dilute HCPTI’s shares.
The complainants claim that Sales was duty-bound to strictly observe and comply with the SEC Order, which states that if there is an intra-corporate dispute, the CRMD director should defer any action on any application for an increase in authorized capital stock.
At the very least, they said, Sales should have called the claiming parties to a meeting as provided under the SEC order.
SMC president and chief operating officer Ramon Ang earlier said the group now controls a 78.33-percent interest in the contested port terminal firm.
It was in December 2014, upon learning that there were plans to increase MNHPI’s authorized capital stock, that the elder Romero wrote the Board of Directors of MNHPI assailing the plan.
Reghis, in his letter, stressed that HCPTI and its nominees, namely himself, Jerome Canlas and Boado, had not been notified or consulted for any proposed increase.
“We knew very well that any approval of a corporation’s increase in authorized capital stock should be obtained from the CRMD of the SEC, of which Sales is the director. Thus, to forestall such unauthorized and illegal increase in MNHPI’s authorized capital stock, HCPTI furnished the respondent a copy of the December 2014 letter,” the complainants said.
Sales himself acknowledged the existence of an intra-corporate dispute in MNHPI in his Feb. 4, 2015 reply letter.
The elder Romero’s camp eventually learned that MNHPI filed an amendment to its General Information Sheet in September 2014, but which only became publicly available in December 2014, reflecting HCPTI’s reduced equity of 45.5 percent from its listed share of 65 percent.
They also claimed that Harbour Centre Port Holdings Inc. illegally acquired 19.5 percent equity from HCPTI.
“Notably, HCPTI had no knowledge of, much less did it consent to, said unlawful transfer,” the complainants said.
HCPTI wrote Sales on March 2015 to reiterate its position that any proposed increase in the authorized capital stock of MHHPI was illegal and authorized, and that in view of the ongoing intra-corporate dispute, the SEC should hold in abeyance any and all applications for approval of any corporate actions initiated by Michael and his cohorts.
HCPTI also reminded Sales that if any application was acted upon by the SEC, the approval should be recalled and revoked until all intra-corporate issues have been fully threshed out in the proper forum.
Sales, however, ignored the letter, the complainants said. Another letter was sent to Sales on March 10, 2015 but he again ignored it.