The irate members, led by abogado Edna Paña, are demanding that the Club open its books and other records for the last ten years to prove Philam management’s claim that it has been losing money and has to cut short its corporate life to January 2022.
In an October 7 demand letter to the Club’s board led by Arleen May S. Guevarra, Paña claimed that the Philam management railroaded the decision to close the Club’s dining and gym facilities due to the adverse impact of coronavirus in its annual stockholder’s meeting on September 25.
Paña said “votes of certain stockholders who voted early were not properly counted or considered in the tally of votes shown during the 2020 ASM (annual stockholders meeting).”
Paña is asking how Philam management determined who should vote during elections, specifically its classification of paying and delinquent members.
“There is absolute necessity to adhere to the basic principles mentioned in the Corporation Code about good governance, transparency disclosures, protection of minority shareholders and the right of inspection and appraisal,” said Paña.
Paña said her group would exercise its right to inspect the Club’s books under the Revised Corporation to:
* Ascertain Tower Club’s actual financial position and operating condition, including how its corporate funds (including our club dues) and operations were being managed;
* Validate the justifications for the closure of Tower Club’s operations; and
* Establish the actual book value or fair value of our shares in anticipation of our exercise of our appraisal rights.
Paña claimed Philam management had been remiss in submitting its annual reports to the Securities and Exchange Commission having complied with this basic requirement only twice (2012 and 2014) from the period 2018 to 2019. contracts
Pana’s group is also demanding that Philam management release Tower Club’s other financial records, specifically its contracts involving related party transactions from 2010 to 2020; loans extended by Philam Properties to Tower Club; Tower Club’s lease contract in Philam Tower; Tower Club’s retirement plan; and minutes of the board and stockholder’s meetings in the past decade.
The Tower Club was founded in 2001 by some of the country’s self-styled paragons of corporate governance, led by former Bangko Sentral ng Pilipinas Jose Cuisia.
The Cub occupied 2,707 square meters in two floors in Philam Tower in Makati.