Montinola, the former president of Bank of the Philippine Islands and independent director of RCI since 2017, purchase of shares by his wife’s real estate frim “disqualifies him from serving the company as an independent director”.
On Tuesday, Stonebridge Corp. was revealed to be the buyer of 250 million reissued treasury shares, which were purchased at a 38 percent discount at P2 each.
Led by Montinola’s wife, Gizela Madrigal Gonzalez-Montinola, Stonebridge is now one of the largest stockholders of RCI after the controlling Elizalde and Roxas families and businessman Leandro Leviste, who owns about 10 percent.
The Securities and Exchange Commission outlines strict guidelines for independent directors, including the shares they personally own as well as those held by relatives.
Based on its 2016 corporate governance code, an independent director cannot own more than 2 percent of outstanding shares in the company and affiliates.
The prohibition extends to relatives who are directors, officers and substantial stockholders.
The SEC defines substantial shareholders as those owning more than 10 percent of a company.
Miguel R. Camus has been a reporter covering various domestic business topics since 2009.
