The Securities and Exchange Commission said its decision to slap a P769.3-million fine on conglomerate San Miguel Corp. for alleged late filing of reportorial requirements should send a strong signal to other listing companies about the need to make timely, accurate and complete disclosures.
SEC chairperson Teresita Herbosa said in an interview the corporate regulator would be strict in applying the rules of penalties, charges and fines as provided for under the Securities Regulation Code.
“The point is we have to be transparent and strict in implementing our rules so that everyone will know that there are sanctions for violating the rules,’ Herbosa said.
“We cannot give exemptions because it does not distinguish especially of if it is a violation of special law. It does not matter what your intentions were… with or without bad faith. The laws must be followed,” Herbosa said.
Herbosa said the SEC needed to strictly implement the disclosure rules and reportorial requirements for listed firms in order to protect investor and minimize illegal trading activities likely insider trading, price manipulation and other fraudulent acts.
She said the penalty against San Miguel was based on the value of the transaction as provided under the SEC rules on penalties and charges.
San Miguel described as “excessive and unreasonable” the P769.3-million fine slapped by the SEC against the company for the alleged late filing of additional documents pertaining to the acquisition of shares in Manila Electric Company in 2012.
San Miguel president and chief operating officer Ramon Ang said the company would contest in court the decision of the corporate regulator, saying there was no late disclosure technically considering the relevant information regarding the deal was provided and disclosed to the SEC and the Philippine Stock Exchange through the submission of SEC form 17-C.
“As such, the public was adequately and properly informed of the details of the share sale transaction inclusive of the purchase price, number of shares, equivalent percentage shareholdings in Meralco [27 percent] and the terms of payment,” Ang said.
“The penalty is highly disproportionate to the infraction attributed to the company considering that the disclosures made by SMC to both SEC and PSE were extensive enough to prevent market speculation and other similar fraudulent acts,” Ang said.