‘SEC-Bacolod mere observer of stockholders’ meeting’

THE Securities and Exchange Commission (SEC) – Bacolod Extension Office has clarified its presence during the stockholders’ meeting called by Yanson 4, one of the two opposing camps behind the Yanson Group of Bus Companies, the country’s largest bus transport firm.

A certification from SEC-Bacolod Extension Office, which was issued Thursday, December 12, and signed by its officer-in-charge lawyer Annabelle Corral-Respall, stated that the office attended as invitees to observe the said meeting at the Seda Capitol Central in Bacolod City last December 7 pursuant to the letter request from Roy Yanson, Ricardo Yanson, Emily Yanson and Ma. Lourdes Celina Yanson-Lopez.

The certification said the attendance as mere observers was pursuant to the general supervisory power of the commission over registered corporations.

“The attendance of SEC-Bacolod Extension Office to the said meeting as observers of a corporation with pending intra-corporate disputes was neither a confirmation of the validity of the meeting, nor of the claimed shareholdings of the above named individuals, and nor the affirmation of a quorum during the meeting, but it acted strictly as observers of the proceedings,” it said.

The SEC-Bacolod Extension Office said it did not participate in any manner whatsoever during the meeting. Also, it did not give any opinion or legal advice.

“As a matter of fact, the undersigned declined when asked to be an administering officer for the oath-taking of Roy Yanson, Ricardo Yanson, Emily Yanson and Ma. Lourdes Celina Yanson-Lopez after their election that afternoon,” the certification stated.

The office’s representatives, it said, signed only one document during the meeting which was an attendance sheet.

It can be recalled that the two camps of the feuding Yanson family separately held their annual stockholders’ meeting and elected their respective new board of directors on the same day.

The camp of Leo Rey Yanson, who is now in control of the company’s operations, re-appointed him as the president of the company.

The stockholders elected matriarch Olivia Yanson, Leo Rey Yanson, Ginnette Dumancas, Charles Dumancas, Arvin John Villaruel, Anita Chua, and Daniel Nicolas Golez as members of the board of directors.

The Yanson 4, meanwhile, who claim the majority and biggest shares of stocks at 61 percent, elected Celina as the new president, Roy as vice president for operations, Ricky as secretary, and Emily as the treasurer and finance officer.

The camp of Leo Rey asserted that under the company’s By-Laws, the annual stockholders’ meeting of the company should be held every first Saturday of December at its principal office.

“Pursuant thereto, the company’s stockholders, led by matriarch Olivia V. Yanson, held its annual stockholders meeting at the company’s principal office at Ceres Compound in Barangay Mansilingan, Bacolod City,” the camp said in a statement.

The meeting was presided over by its chairman and president Leo Rey, with Olivia as corporate secretary.

Following the election of the directors, the board held an organizational meeting and re-appointed Leo Rey as the president of the company and Olivia as treasurer and corporate secretary.

The stockholders also ratified the acts of the board of directors of Leo Rey.

For the Yanson 4’s part, their legal counsel Sigfrid Fortun earlier questioned the quorum of Leo Rey’s camp in holding the stockholders meeting and election of the new members of the board.

He said, his clients, the Yanson 4 own and control 61 percent of the validly issued shares of stocks of Vallacar Transit Inc. (VTI).

“The remaining 39 percent shares do not constitute the majority,” he pointed out.

The lawyer also questioned the acquisition made by the other camp of some of the shares of stocks especially by Olivia which he claimed to be unjustified. *


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