By Gerry Geronimo

It had heretofore been a mystery to me how San Miguel Corp., roughly translated in English as ?Saint Mike Corporation? (and in any case hereinafter referred to as ?San Miguel?) the regulated, could openly insist on its own construction of the disclosure rules of the Philippine Stock Exchange, the regulator.

In fairness, it must be emphasized that San Miguel made no bones about its intent to ?comply? with the disclosure obligations under the law and its contract with the PSE, of a publicly listed company. But, it is just as clear that San Miguel intended to comply only on its own terms.

On Jan. 12, PSE asked San Miguel to provide the former ?copy/ies of all agreements duly executed that are relevant to? the Option Agreement entered into between San Miguel and Sea Refinery Holdings B.V. (?SEA BV?) to acquire the purchase from SEA BV up to 100 percent of its interest in Sea Refinery Corporation.?

San Miguel replied the following day. But it did not, though it was requested so politely, furnish PSE with any copy of any agreement relating to the transaction. What it did was simply describe the transaction. On specific issue of the Option Agreement, San Miguel claimed that ?the parties are bound by the confidentiality agreement?? This is clearly an adamant refusal to show the agreement itself since the Jan. 12 letter of PSE categorically took the view that ?the confidentiality agreement between the parties did not bind the regulator.? Up to this day, to the best of my information and belief, the stock exchange is denied a look, or even just a peek, at the Option Agreement.

It is not very apparent to a plain blunt man on the street, like me, what the relationship is between San Miguel and PSE. On the one hand, the San Miguel Web site does not mention the PSE as one of its ?partners.? But, on the other, the PSE nevertheless admits, in its own Web site that San Miguel Retirement Fund is a ?strategic investor,? It is not clear, though, in accordance with whose strategy the investment was for.

At any rate, the stock exchange announces in its Web site that in 2001, ?the PSE was reorganized and transformed from a non-stock, member-governed organization into a shareholder-based, revenue-generating corporation.? If one were to read between the lines, then it ought not be surprising that in the PSE boardroom what is followed is the Golden Rule, namely, ?he who has the gold, rules.?

In short, what we have at the PSE is not a market that, like the talipapa, is intended for the public good; what we have is an exchange that is meant to raise revenues and to espouse the good of its shareholders. Never mind that the good of PSE shareholders is not in all cases the common good nor the good of the investing public.

But still, to someone who grew up with the now apparently obsolete idea that the exchange was for the benefit of all, including non-member and non-shareholder investors, it was still disturbing to see that a member of the Exchange able to impose its wishes not only on the group but also on the outsider-investors whose trading is the members? source of wealth.

But last Thursday last week, was the day of revelation. The front and business pages of the morning broadsheets sang ?Gloria? in their reportage of the visitation by the still President of the Republic to the Holy of Holies of that spirit-filled corporation. As a consequence, what was once a dark mystery was made a shining truth.

The secret has been revealed: San Miguel is the land of promise. We are told by the media that on the heralded occasion of the visit of the chief, the company promised that, having acquired GSIS? 27 percent voting rights in Manila Electric Co., it will, under the guidance of Ang, Ramon (if Tagalized, means The Wise Protector), help lower the electricity costs borne by Filipino consumers.

And, like a winner in the inane quiz shows of American TV, the chief was told that was not all. She was also promised the creation of 10,000 new jobs. This is the expected consequence of the ordained expansion of San Miguel?s food group in the production and sale of chicks, pork, feeds and fat-based concoctions called ice cream.

And there was more committed. San Miguel also committed to further help the Filipino consumer by making broadband and high-speed Internet more accessible to Filipinos using Meralco?s ?broadband over power lines? initiative. How San Miguel could commit the use of Meralco?s initiatives after acquiring only 27 percent of Meralco?s voting rights is not reported to have been told the chief. If San Miguel did tell her how it would be accomplished with not even a blocking minority vote in the equity of Meralco, then the President could be keeping it a secret.

San Miguel also promised to provide stable and sufficient water supply to 25 million people in the Greater Manila Area though the proposed Laiban Dam project. The key word is ?proposed.? All that San Miguel had done, according to its press release on Feb. 9, was to simply submit an unsolicited proposal to the Metropolitan Waterworks and Sewerage System. The proposal is still to be accepted by MWSS by agreeing to be San Miguel?s joint venture partner pursuant to the National Economic and Development Authority?s Guidelines and Procedures for Entering into Joint Venture Agreements.

Is the mention of this project to the chief a non-verbal message to MWSS to get off its butt and accept the proposal pronto? So, what happens to the 3,500 families of upland farmers, dumagats and Remantados, who depend on the area?s forest, rivers and farm lots? Dam them?

Finally, San Miguel is reported to have committed to provide more affordable gas and petroleum products to Filipinos. Obviously, San Miguel will be able to deliver on that promise on account of Petron.

At Petron, SMC is admittedly ?represented? by three directors. ?Represented? is in quotes because the company, to the best of my knowledge and belief, does not own a single share in Petron. What it does own is an option to acquire and purchase from SEA BV up to 100 percent of the latter?s interests in SEA Refinery Corp. which, in turn, owns a total of 51.1 percent of the outstanding shares of Petron Corp.

How a mere option holder can be entitled to have three directors now in the board of a corporation it still is thinking of buying into up to 51 percent within the next two years is for ordinary sinners like us a deep mystery that our feeble minds cannot fathom.

All that we can do, in these days of suffering penance (not all of which is voluntary), is to trust in San Miguel?s patron saint and invoke his holy name. So, please repeat after me, ?Saint Michael the Archangel, defend us in battle, be our protection against with wickedness of??

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