As a publicly listed corporation, Lopez Holdings Corporation (“LPZ”) subscribes to all the rules and regulations of the Securities and Exchange Commission (SEC) and of the Philippine Stock Exchange (PSE), including those relating to the development of the Philippine capital market.
LPZ welcomes retail and institutional investors who wish to acquire LPZ shares through the PSE. We shall work with institutional investors with a view towards having at least 5% of our shares held by them at any given time. We shall facilitate their attendance and participation at stockholders meetings.
The company encourages its shareholders to attend and participate in stockholders’ meetings either in person or by proxy. Stockholders meetings are held in venues easily accessible to investors, including institutional investors. The 2013 annual meeting was held at the Dolphy Theatre, ABS-CBN Broadcast Center, Diliman, Quezon City.
The Corporation Code of the Philippines (the “Corporation Code”) requires the following matters to be approved by stockholders, and as such our stockholders have the right to vote on the same:
1) Amendment of the articles of incorporation and by-laws (Sections 16, 48 and 103);
2) Increase or decrease in capital stock, and incurring, creation of or increase in bonded indebtedness (Section 38);
3) Extending or shortening of the corporate term (Section 37);
4) Sale of all or substantially all assets of the corporation (Section 40); and
5) Denial of pre-emptive rights (Section 39).
Pursuant to the Corporation Code, our shareholders enjoy pre-emptive rights to subscribe to issuances or dispositions of shares of the corporation.
Our shareholders have the right to nominate and vote for directors of the corporation. Our by-laws provide that all nominations for directors should be submitted to the corporate secretary at least ten (10) calendar days before the date of the stockholders meeting. The nomination should be in writing.
With respect to the election of directors, stockholders may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected or he may distribute them on the same principle among as many candidates as he shall see fit, provided that the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the whole number of directors to be elected.
Voting upon all matters included in the agenda of a stockholders meeting shall be by shares of stock. One share has one vote. A stockholder may vote at all meetings the number of shares registered in his name either in person or by proxy. Our by-laws provide that proxies should be sent to the corporate secretary for verification at least ten (10) calendar days prior to the date of the stockholders meeting.