Definitive Information Statement Persuant to SEC Form 20-IS

Definitive Information Statement Persuant to SEC Form 20-IS
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Definitive Information Statement Persuant to SEC Form 20-IS
PART I.
INFORMATION REQUIRED IN INFORMATION STATEMENT
A.
GENERAL INFORMATION
DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS
The Annual Stockholders’ Meeting of Benguet Corporation (the “Company”) will be held at the Big Function
Room of Manila Golf and Country Club, Inc., Harvard Road, Forbes Park, Makati City, Philippines, on June
1, 2016 at 3:00 p.m. The complete mailing address of the principal office of the Company is 7th Floor Universal
Re-Building, 106 Paseo de Roxas, 1226 Makati City, Philippines.
The Information Statement and form of proxy are first to be sent to security holders as soon as practicable after
the approval of the Definitive Information Statement by the Securities and Exchange Commission but not later
than May 2, 2016.
DISSENTERS’ RIGHT OF APPRAISAL
Although the following actions are not among the matters to be taken up during the Annual Stockholders’ Meeting,
the stockholders are herein apprised of their appraisal rights pursuant to Title X of the Philippine Corporation
Code. A stockholder shall have the right to dissent and demand payment of fair value of the share in case he
voted against the following proposed corporate actions: (a) in case any amendment to the articles of incorporation
has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing
preferences in any respect superior to those outstanding shares of any class, or extending or shortening the term
of corporate existence; (b) in case of sale, lease, exchange, transfer, mortgage, pledge or other dispositions of all
or substantially all of the corporate property and assets; and (c) in case of merger or consolidation.
The appraisal right may be exercised by the dissenting stockholder by making a written demand for payment of
the fair value of his shares on the company within thirty (30) days after the date on which the vote was taken and
within ten (10) days after demanding payment of his shares, he shall submit the certificate of stocks representing
his shares to the company for notation thereon that such shares are dissenting shares. If the proposed corporate
action is implemented and if there is agreement as to the fair value of the shares, the Company shall pay the fair
value of the shares to such stockholder upon surrender and transfer of the certificate of stocks. The fair value of
the share shall be determined as to the day prior to the date on which the vote was taken, excluding any
appreciation or depreciation in anticipation of such corporate actions. Provided, that no payment shall be made to
any dissenting stockholder, unless the Company has unrestricted retained earnings in its books to cover such
payment. If within a period of sixty (60) days from the date the corporate action was approved, the withdrawing
stockholder of the Company cannot agree on the fair value of the shares, it shall be determined and appraised by
three (3) disinterested persons, one of whom shall be named by the dissenting stockholder, another by the
company and the third by the two previously chosen. The findings of the majority of the appraisers will be final
and the award shall be paid by the company within thirty (30) days after the award is made. Upon payment of the
agreed or awarded price, the stockholder shall forthwith transfer his share to the company. From the time of
demand for payment of the fair value of the stockholder shares, all rights accruing to such shares, including voting
and dividend rights, shall be suspended.
However, since the matter to be taken up during the stockholders’ meeting do not include any of the corporate
actions wherein stockholders’ appraisal right may be available and exercised, there is no call for the same.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Other than the nominees for election as directors, no director, nominee, associate of the nominees or officer of
the Company at any time since the beginning of the last fiscal year, had any substantial interest, directly or
indirectly, by security holdings or otherwise, in any of the matters to be acted upon in the stockholders’ meeting,
other than election to office. No director has informed the Company in writing that he intends to oppose any action
to be taken by the Company at the meeting.
B. CONTROL AND COMPENSATION INFORMATION
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
a. Class of Voting SharesThe Company has three classes of stock, two of which (the Common Class A and the Convertible Preferred
Class A) can be owned only by Philippine citizens because the Company is engaged in the mining business.
Under Philippine law, at least sixty percent (60%) of the outstanding capital stock of a corporation engaged in
mining must be owned by Philippine citizens. The other class of the Company's stock is its Common Class B
which may be owned by anyone regardless of nationality or citizenship.
As of March 31, 2016, there are 217,061 shares outstanding of the Company’s Convertible Preferred Class A
stock, 117,428,790 shares outstanding of its Common Class A stock and 77,614,394 shares outstanding of
its Common Class B stock. The equity ownership of foreign stockholders of the Company is 32,138,168 class
“B” shares or 16.45% of its total outstanding shares. Each share of stock outstanding is entitled to one vote.
Holders of the Company’s Convertible Preferred Class A stock and Common Class A stock are entitled to
Definitive Information Statement Persuant to SEC Form 20-IS
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nominate and elect six (6) out of the ten (10) members of the Board of Directors. Holders of the Company’s
Common Class B shares are entitled to nominate and elect four (4) out of the ten (10) members of the Board
of Directors.
b.
c.
d.
Conversion Premium of Convertible Preferred Class A Shares – After the 25% stock dividend which was paid
on July 20, 1990, the holders of Convertible Preferred Class A may, at their option, convert such shares into
3.1625 shares of Common Class A stock of the Company upon payment of a conversion premium which
shall be an amount equal to the earnings per share of common stock (Common Class A and Common Class
B) averaged over the immediately preceding 5-year period, multiplied by a factor of 6; provided, however,
that the sum of the par value of the Convertible Preferred Class A shares being converted and the conversion
premium so determined shall in no case be less than the book value per share of the common stock
(Common Class A and Common Class B) outstanding. The conversion premium is P18.62 a share in 2016.
Record Date and Share Ownership
Only holders of the Company’s stock of record at the close of business on April 18, 2016, are entitled to
notice of, and to vote at the Annual Stockholders’ Meeting to be held on June 1, 2016. Presence in person or
by proxy of a majority of the outstanding capital stock on the record date is required for a quorum.
Cumulative Voting Rights
In the election of directors, stockholders may vote only for those directors nominated for the class of shares
owned by them, either in person or by proxy. Any stockholder may cumulate his shares since cumulative
voting is authorized under the Philippine Corporation Code and will be used in the election of directors at the
meeting. On this basis, each holder of Convertible Preferred Class A and Common Class A stocks may vote
the number of shares registered in his name for each of the six (6) directors to be elected by said classes of
stock, or he may multiply the number of shares registered in his name by six (6) and cast the total of such
votes for one (1) director or he may distribute his votes calculated as above described among some or all of
the six (6) directors to be elected by the said classes of stockholders, as he elects. Each holder of
Common Class B may do the same thing in respect of the four (4) directors to be elected by Common Class
B shareholders (but multiplying by four (4) rather than by six (6)). The proxies propose to use their discretion
in cumulating votes.
Security Ownership of Certain Record and Beneficial Owners and Management
1) Security Ownership of Certain Record and Beneficial Owners: - The following table sets forth certain
information about persons (or "groups" of persons) known by the Company to be directly or indirectly the
record and/or beneficial owner of more than five percent (5%) of any class of the Company's outstanding
capital stocks as of March 31, 2016:
Title of
Class
Class A
Common
Name, Address of Record Owner
And Relationship with Issuer
PCD Nominee Corporation (Filipino), G/F
MSE Bldg., Ayala Avenue, Makati City.
(Stockholder)
Palm Ave. Holding Company, Inc.
3F Universal Re-Building, 106 Paseo de
Roxas, Makati City (Stockholder)
Palm Avenue Holdings Company and/ or
Palm Avenue Realty Corporation, Metro
Manila, Phil. Sequestered by the Republic of
the Philippines, Presidential
Commission on Good Government under
Executive Order Nos. 1 & 2 c/o PCGG, IRC
Bldg., #82 EDSA, Mandaluyong City.
(Stockholder)
Palm Avenue Holdings Company and/or
Palm Avenue Realty Corporation, Metro
Manila, Philippines. Sequestered by the
Republic of the Philippines thru PCGG under
E.O. Nos. 1 & 2 and reverted to Palm
Avenue as sequestered shares per Supreme
Court Entry of Judgment dated March 15,
1
2
4
Name of Beneficial
Owner &
Relationship with
Record Owner
Number of
Citizenship Shares Held
Percent
of Class
1
Filipino
52,435,404
44.61%
2
Filipino
21,874,909
18.61%
2
Filipino
21,306,830
18.13%
2
Filipino
10,278,125
08.74%
( see note )
( see note )
( see note )
( see note )
PCD Nominee Corporation (“PCDNC”) is a wholly-owned subsidiary of Philippine Central Depository, Inc. (“PCD”). The beneficial
owners of such shares registered under the name of PCDNC are PCD’s participants who hold the shares in their own behalf or in behalf
of their clients. The PCD is prohibited from voting these shares, instead the participants have the power to decide how the PCD shares in
Benguet Corporation are to be voted.
The Company is not aware of who is/are the direct or indirect beneficial owner/s of the stocks issued to Palm Avenue Holdings Company,
Inc. and Palm Avenue Realty and Development Corporation (the “Palm Companies).The nominee of Palm Companies in the Board of
Director is Mr. Benjamin Philip G. Romualdez, Vice Chairman, President/CEO. On May28, 2015 Annual Stockholders’ Meeting of the
Company, the Palm Companies issued a proxy in favor of its legal counsels, Attys. Otilia Dimayuga-Molo/Andrea Rigonan-Dela Cueva,
to vote in all matters to be taken up in the stockholders’ meeting.
Definitive Information Statement Persuant to SEC Form 20-IS
Class A
Convertible
Preferred
Class B
Common
1993 in G.R. No. 90667 entitled Republic of
the Philippines vs. Sandiganbayan, Palm
Avenue Realty Development Corp. and Palm
Avenue Holdings Company c/o PCGG, IRC
Bldg., #82 EDSA Mandaluyong City.
(Stockholder)
PCD Nominee Corporation (Filipino), G/F
MSE Bldg., Ayala Avenue, Makati City.
(Stockholder)
Fairmount Real Estate
th
c/o PCGG 6 Floor, PhilComcen Bldg.,
Ortigas Avenue cor. San Miguel Avenue,
Pasig City (Stockholder)
PCD Nominee Corporation (Filipino), G/F
MSE Bldg., Ayala Avenue, Makati City.
(Stockholder)
Palm Avenue Realty & Development
Corporation, 3F Universal Re-Building, 106
Paseo de Roxas, Makati City (Stockholder)
PCD Nominee Corporation (Non-Filipino),
G/F MSE Bldg., Ayala Avenue, Makati City.
(Stockholder)
1
Filipino
64,694
29.80%
3
Filipino
59,262
27.30%
1
Filipino
29,152,502
37.55%
2
Filipino
14,560,000
18.76%
1
American
10,188,289
13.12%
( see note )
( see note )
( see note )
( see note )
( see note )
Please note that: (a) Palm Avenue Holding Company, Inc. and Palm Avenue Holdings Company are one and
the same corporation, and (b) Palm Avenue Realty and Development Corporation and Palm Avenue Realty
Corporation are one and the same corporation.
The following are PCD’s participants who hold more than five percent (5%) of any class of the Company’s
outstanding capital stocks as of March 31, 2016:
Title of Class
Class A Common
Class A
Convertible Preferred
Class B Common
2)
Shares Held
17,066,518
5,652,327
% of Class
14.53%
4.81%
Abacus Securities Corporation
Lucky Securities, Inc.
Citibank N.A.
Maybank ATR Kim Eng Securities, Inc.
37,866
16,212,667
7,199,789
4,423,246
17.44%
20.89%
9.28%
5.70%
Security Ownership of Management – As of March 31, 2016, below are information as to each class of
securities of the Company beneficially owned by directors and officers. The Company is not aware of
any indirect beneficial ownership of its directors and officers.
Title of
Class
A
B
A
B
A
B
A
A
B
A
A
B
A
A
A
A
A
A
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Name of PCD’s Participants
Lucky Securities, Inc.
Maybank ATR Kim Eng Securities, Inc.
Name of Beneficial Owner
Benjamin Philip G. Romualdez
Citizenship
Filipino
Andres G. Gatmaitan
Filipino
Macario U. Te
Isidro C. Alcantara, Jr.
Filipino
Filipino
Alberto C. Agra
Luis Juan L. Virata
Filipino
Filipino
Daniel Andrew G. Romualdez
Maria Remedios R. Pompidou
Bernardo M. Villegas
Cesar C. Zalamea
Reynaldo P. Mendoza
Leopoldo S. Sison III
Ma. Mignon D. De Leon
Lina G. Fernandez
Max D. Arceño
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Amount and nature of
beneficial ownership
23
551
152
1
1
1,284,400
1
1
78,001
23,200
7
5
1
1
2,222
31,702
10,000
38,022
511
Percent of
Class
0.000%
0.000%
0.000%
0.000%
0.000%
1.093%
0.000%
0.000%
0.070%
0.030%
0.000%
0.000%
0.000%
0.000%
0.002%
0.027%
0.008%
0.032%
0.000%
In the past stockholders’ meetings of the Company, the sequestered shares of Fairmount Real Estate which is sequestered by the
Presidential Commission on Good Government (PCGG) were not voted by any persons or proxies. The Company is not aware of who are
the beneficial owner/s of the stocks issued to Fairmount Real Estate. .
Definitive Information Statement Persuant to SEC Form 20-IS
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A
B
Hermogene H. Real
As a Group
Class A Convertible Preferred
Class A Common
Class B Common
3)
4)
Filipino
Filipino
Filipino
Filipino
17,700
100
0.015%
0.000%
4
59,262 shares
55,922,612 shares5
6
14,583,954 shares
27.302%
46.730%
18.790%
Voting Trust Holders of 5% or More
: There are no voting trust holders of 5% or more.
Changes in Control of the Registrant
: For the years 2015 and 2014, there are no arrangements
which may result in a change in control of the registrant company.
Status of the TRO
As of the date of this statement, the election of directors is still enjoined under the Temporary Restraining Order (TRO)
issued by the Philippine Supreme Court. Unless such TRO is set aside to allow an election, no election can be held. The
incidents leading to the above-mentioned TRO are as follows: - In the second quarter of 1986, 16.2 million Common
Class A shares of Benguet Corporation registered in the name of Palm Avenue Holdings Corporation and Palm Avenue
Realty Corporation were sequestered by the Presidential Commission on Good Government (PCGG), on the ground
that the beneficial owner of the shares allegedly being Benjamin Romualdez, the brother-in-law of former President
Ferdinand Marcos. The PCGG has voted these Class A shares during the annual stockholders' meeting from 1986 up to
1991. In the annual stockholders' meeting held in May of 1992, the Palm Avenue Companies nominated and voted for
Benjamin Philip G. Romualdez and Ferdinand Martin G. Romualdez pursuant to a resolution of the Sandiganbayan
(anti-graft court) dated May 25, 1992 allowing the Palm Avenue Companies as registered owners of sequestered shares
to exercise voting rights of shares subject of litigation regarding the legal ownership over said shares. Just before the
start of the 1993 stockholders' meeting, a Temporary Restraining Order (TRO) issued by the Philippine Supreme Court
in connection with a pending PCGG case enjoined the Company from conducting the election of directors scheduled on
said date or on any later date until further orders of the Court. The 1993 meeting, however, continued as to any other
matters in the agenda. Since then the TRO has not been lifted. Thus, the Board deferred the holding of the 1994 Annual
Stockholders' meeting scheduled on May 31, 1994. From 1995 to 2003 and 2006 to 2015, the Annual Stockholders’
Meetings were held but no elections of directors were conducted. A consolidated judgment of the Supreme Court on
January 23, 1995 nullified and set aside the above-mentioned Sandiganbayan resolution of May 25, 1992 allowing the
Palm Avenue Companies to vote the sequestered shares, but it maintained the effectivity of the TRO which the Supreme
Court previously issued subject to the power of the Sandiganbayan (the anti-graft court) to modify or terminate the
TRO. If the TRO is lifted by the Sandiganbayan (anti-graft court) or the Supreme Court, then the elections of the
directors will be held consistent with the Supreme Court consolidated judgment of January 23, 1995.
On September 1, 1986, the registered owner of the sequestered shares and Benguet Management Corporation (BMC), a
100%-owned subsidiary of the Company, agreed on the purchase by BMC of 9.5 million of the sequestered shares.
Three million of these 9.5 million shares were purchased by employees of the Benguet Group of Companies under the
Employees Stock Ownership Incentive Plan (ESOIP) approved by shareholders at their July 3, 1986 special meeting.
The balance of 6.5 million shares purchased were then held in trust by Far East Bank & Trust Company (FEBTC) under
a trust account established by BMC as trustor for the benefit of the Republic of the Philippines, represented by the
PCGG for subsequent disposition to the public at some future date. This remaining 6.5 million shares later became
8,222,500 after the 10% and 15% stock dividends declared in 1988 and 1989, then became 16,445,000 after the 100%
stock dividend paid in October, 1989. The validity of the Contract of Sale was upheld by the Supreme Court of the
Republic of the Philippines in Benguet’s favor.
Upon instructions of PCGG, BMC sold 8.2 million shares of the above-mentioned remaining shares at a public auction,
but excluding the right to receive the 100% stock dividend which the Company paid on October 10, 1989 to
shareholders of record as of August 26, 1989. The sale at public auction was held on September 27, 1989, with Rizal
Commercial Banking Corporation ITF various accounts as the highest bidder for the 6.18 million shares. The remaining
2 million shares were sold to FEBTC as trustee for the Employees Stock Ownership Incentive Plan (ESOIP), being one
of the winning bidders. In a Supreme Court Resolution dated June 23, 1992, the remaining unsold 100% stock dividend
of 8.2 million shares (now 10,278,125 shares after the 25% stock dividend paid on July 20, 1990), which were then
registered in the name of Republic of the Philippines were declared to be still part of the Palm Avenue Companies
shares under sequestration and likewise subject to litigation as the other sequestered stocks. The Presidential
Commission on Good Government also sequestered Fairmount Real Estate, Inc. and Independent Realty Corp. on April
14, 1986 & March 6, 1986, respectively, being companies that are alleged to be beneficially owned by former President
Marcos. Among the sequestered assets of these companies are shareholdings in Benguet Corporation.
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Include 59,262 shares, the record owner of which is Fairmount Real Estate which is presently in trust by PCGG.
Include 10,278,125 and 21,306,830 sequestered shares, the record owners of which are Palm Avenue Holdings Company (PAHC) and/or
Palm Avenue Realty Corporation (PARC) and presently held in trust by PCGG. Also included is 21,874,909 shares, the record owner of
which is Palm Avenue Holding Co., Inc.
6
Include 14,560,000 shares, the record owner of which is Palm Avenue Realty and Development Corporation.
5
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Definitive Information Statement Persuant to SEC Form 20-IS
DIRECTORS AND EXECUTIVE OFFICERS
The Directors of the Company are elected at the Annual Stockholders’ Meeting to hold office until the next
succeeding annual meeting or until their respective successors have been elected and qualified. In the May 28,
2015 Annual Stockholders’ Meeting, no election was held because the TRO issued by the Supreme Court
enjoining the election of directors remained in force. Thus, the incumbent directors of the Company who are also
the Nominees for election to the Board of Directors will continue to remain in office on holdover capacity until their
respective successors are elected and qualified.
A.
Directors / Nominees - The respective ages, citizenships, period covered on present positions of herein
named incumbent Directors of the Company who are also the Nominees for election to the Board of Directors
on June 1, 2016 Annual Stockholders’ Meeting, are as follows:
Incumbent Directors / Nominees representing Holders of Common Class A and Convertible Preferred Class
A Stocks:
Name
Age
Citizenship
Position
Daniel Andrew G. Romualdez
56
Filipino
Chairman
Alberto C. Agra
Maria Remedios R. Pompidou
Macario U. Te
Luis Juan L. Virata
Cesar C. Zalamea
53
49
86
62
87
Filipino
Filipino
Filipino
Filipino
Filipino
Independent Director
Director
Director
Director
Director
Period Served
Director since October 22,
2002 and elected to the
Board as Chairman since
July 21, 2011
Since August 25, 2010
Since October 25, 2000
Since March 27, 2015
Since August 18, 1995
Since October 9, 2013
Incumbent Directors / Nominees representing Holders of Common Class B Stock:
Name
Age
Citizenship
Position
Benjamin Philip G. Romualdez
54
Filipino
Vice Chairman
Isidro C. Alcantara, Jr.
62
Filipino
Executive Director
Andres G. Gatmaitan
75
Filipino
Director
Bernardo M. Villegas
75
Filipino
Independent Director
Period Served
Director since May 26, 1992
and elected to the Board as
Vice Chairman since July
21, 2011
Director since November 14,
2008 and as Executive
Director since April 2, 2014
Since February 10, 1987
Director since June 25, 1998
and appointed independent
director since 2002
None of the incumbent directors or nominees for election to the Board of Directors on June 1, 2016 Annual
Stockholders’ Meeting of the Company are government employees.
The incumbent independent directors Messrs. Bernardo M. Villegas and Alberto C. Agra who are also the
Nominees for election to the Board of Directors were nominated by Ms. Miriam N. San Pedro and Ms. Shirley
S. Cueva, respectively, whom they have no relations and who are stockholders of the Company. They
possess all the qualifications and none of the disqualifications for election or to serve as independent
directors. Attached is their sworn certificate of qualifications marked as Annexes “B” and “C”.
The Company defines an Independent Director as a person other than an officer or employee of the
Company, its parents or subsidiaries, or any other individual having a relationship with the Company, which
would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director.
There are no other nominees for election as director or independent director submitted to the Corporate
Secretary. Pursuant to Article III, Section 1.1 of the Amended By-Laws of the Company provides that
nomination shall be submitted in writing to the Corporate Secretary not later than forty five (45) days prior to
the date of the meeting or on or before April 17, 2016.
The Nomination Committee determined that the Nominees possess all the qualifications and none of the
disqualifications for election as director or independent director. The Committee is composed of three
directors, namely: Mr. Benjamin Philip G. Romualdez as the Chairman and the members are Mr. Bernardo M.
Villegas, independent director and Mr. Alberto C. Agra, independent director.
Definitive Information Statement Persuant to SEC Form 20-IS
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Definitive Information Statement Persuant to SEC Form 20-IS
American International Assurance Company, Ltd., and Nan Shan Life Insurance Company, Ltd. He was also
special envoy of the President to the People’s Republic of China for investments until 2015.
MACARIO U. TE
Has been elected by the Board as Director on March 27, 2015 replacing Mr. Rogelio C. Salazar, who
resigned as Director. He is a member of the Management Advisory Board of the Company. Mr. Te is also a
Director of publicly listed companies, Marcventures Holdings, Inc., and Bright Kindle Resources &
Investments Inc. Formerly, he was the President of Macte International Corporation and Linkwealth
Construction Corporation, Chairman of Autobus Industries Corporation, CEO of M.T. Holdings Inc., and
Director in the following companies: Bulawan Mining Corp., PAL Holdings Inc., Philippine National Bank,
Oriental Petroleum and Minerals Corp., Gotesco Land Inc., PNB Capital and Investment Corp., PNB General
Insurers Co. Inc., PNB Holdings Corp., PNB Remittance Center, PNB Securities Inc., PNB-IFL, PNB Italy
SPA, Balabac Resources and Holdings, Nissan North EDSA, Beneficial- PNB Life and Insurance Co., Inc.,
Waterfront Phils., Fontana Golf Club Inc. Baguio Gold Holding Corp., Traders Royal Bank, Traders Hotel,
PACIFIC Rim Oil Resources Corp., Link World Construction Development Corp., Suricon Resources Corp.,
Alcorn Petroleum & Mineral Corp., Associated Devt. Corp., and Palawan Consolidated Mining Corporation.
DIRECTORS REPRESENTING HOLDERS OF COMMON CLASS B STOCK:
BENJAMIN PHILIP G. ROMUALDEZ
Has been the incumbent Vice Chairman of the Board of Directors since July 21, 2011 and President/Chief
Executive Officer of the Company since June 25, 1998. He first became a Director of the Company on May
26, 1992 and elected to the Board as Chairman (August 8, 1995-October 22, 2002) / (January 9, 2009-July
20, 2011). He is the Chairman of the Executive Committee, Investment Committee, Nomination Committee
and a Member of the Property Development Committee and Salary (Compensation) Committee of the
Company. He is also the Chairman/CEO of Benguet Management Corporation (2009 to present); Chairman
of Benguetcorp Nickel Mines, Inc. (2011 to present), Benguet Pantukan Gold Corporation (2011 to present);
BenguetCorp International Limited (Hongkong) (1998 to present); and Vice Chairman of BenguetCorp
Laboratories, Inc.(2012 to present) and Acupan Gold Mines, Inc. (2012 to present), the wholly owned
subsidiaries of the Company. He also holds, among others, the following positions: Chairman, MST
Management, Inc. (Nov. 2014-present); Trustee, Albert del Rosario (ADR) Institute, Inc.; President, Chamber
of Mines of the Philippines (2004-present); President, Oxford University and Cambridge University Club of
the Philippines (Jan. 2006-present); Director, Philippine Mine Safety and Environment Association (2004present); Director, Philippine-Australia Business Council (PABC) (March 2006-present); Director/Chairman,
Best Practices Global Response Solutions, Inc. (2014-present); Director/Chairman, Invictus Mircro Finance,
Inc. (2014-present); Trustee/Vince Chairman, Doña Remedios Trinidad Romualdez Medical Foundation, Inc.
(1984-present); Trustee/Chairman and Vice President, Dr. Vicente Orestes Romualdez (DVOR) Educational
Foundation, Inc. (1995-present); and Trustee/Treasurer, RTR Foundation for Scientific Research and
Development Inc. Formerly, Director of Philippine Chamber of Commerce and Industry (PCCI) (Jan. 2010Dec. 2013); PCCI Vice President-Industry (Jan. 2010-Dec. 2013) and Chairman of PCCI Mining Committee
(Feb. 2014-Dec. 2015).
ANDRES G. GATMAITAN
First became a Director of the Company by appointment on February 10, 1987. He is also the Chairman of
Salary (Compensation) Committee and Stock Option Committee and a Member of the Executive Committee,
Audit Committee, Corporate Governance and Risk Management Committee of the Company. He also holds,
among others, the following positions: Senior Counsel of SyCip Salazar Hernandez & Gatmaitan Law Office
which is the outside counsel of the Company; Chairman, JVS Asia, Inc.; President, United Holdings and
Development, Inc., and St. Agen Holding, Inc.; Director, Benguetcorp Nickel Mines, Inc. (2011 to present) the
wholly owned subsidiary of the Company, Supralex Asia Ventures Corporation, Triumph International
(Philippines) Inc., Maybank Philippines, Inc., JVS Worldwide, Inc., Star Performance Philippines, Inc.,
Unicharm Philippines, Inc., AMI Philippines, Inc.
BERNARDO M. VILLEGAS
First became a Director by appointment on June 25, 1998. He was designated Independent Director of the
Company in 2002 up to present, although he has been a Director prior to the issuance of SEC Circular No.
16 dated November 29, 2002. He is also the Chairman of the Audit Committee and Corporate Governance
Committee and a Member of the Salary (Compensation) Committee, Stock Option Committee, Investment
Committee, Property Development Committee and Nomination Committee of the Company. He also holds,
among others, the following positions: Independent Director of Benguetcorp Nickel Mines, Inc. (2012 to
present), a wholly owned subsidiary of the Company; Director and Consultant, Insular Life, Transnational
Diversified, Inc. (1998 to present); Member of the Boards of Dualtech Foundation (1998 to present); Director
and Consultant of Alaska (1999 to present); and Columnist, Manila Bulletin (1964 to present). Formerly, he
was Director of Makati Business Club (1981-2010); Director, Phinma Foundation (1995-2001); Director,
Pilipinas Shell Foundation (1995-2001); Senior Vice President, University of Asia and the Pacific (20042006); Chairman, Center for Research and Communication (1995); President, Philippine Economic Society
(1972-1974); Chairman, Department of Economics-De La Salle University Manila (1964-1969), Committee
Definitive Information Statement Persuant to SEC Form 20-IS
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on the National Economy & Patrimony (1986); Director, Economic Research Bureau and Graduate School of
Business-De La Salle University Manila (1967-1968); Project Director, Philippine Economic History under the
National Historical Commission (1969-1972); Member, Preparatory Commission for Constitutional Reforms
and Constitutional Commission (1999); Consultant, Productivity Development Center-National Economic
Council and Program Implementation Agency (1968-1969).
ISIDRO C. ALCANTARA, JR.
Has been a Director since November 14, 2008 and concurrently Executive Director of the Company since
April 2, 2014 to present. He is also Vice Chairman of the Management Advisory Board of the Company and a
member of the Executive Committee, Investment Committee, Audit Committee, Risk Management
Committee, Property Development Committee and Corporate Governance Committee of the Company. He is
also Vice Chairman of BenguetCorp Nickel Mines, Inc.(2014 to present) and Benguet Management
Corporation (2014 to present). He also serves as a Director of the following wholly owned subsidiaries of the
Company: Balatoc Gold Resources Corporation (2009 to present); Batong Buhay Mineral Resources Corp.
(2014 to present); Acupan Gold Mines, Inc.(2015 to present) and BenguetCorp Laboratories, Inc.(2014 to
present). Currently, he is President of Marcventures Holdings, Inc. (MHI), a Publicly Listed Company which
owns a Nickel Mining Subsidiary, Marcventures Mining & Development Corporation (MMDC) where he is
Vice Chairman. He is also the President of Bright Kindle Resources and Investments, Inc. (BKR), a Listed
Financial and Investments Holding Company. He is the President and CEO of a Financial Consulting Firm,
Financial Risk and Resolution Advisory, Inc. (FRRA), engaged in Advisory and Arranger Services for M&As,
Equity and Debt Fund Raising, and General Financial Advisory. Post his Banking Career, he has been
involved in several M & As, Distressed Debt Settlements, Fund-raising for Corporates and Asset Recovery
Work-outs. He was formerly Executive Vice President in charge of Corporate Banking of PCIBank and the
Equitable PCIBank where he managed a Third of the Bank’s Assets. He was the President/CEO of the
Philippine Bank of Communications (PBCom) where he successfully led the Rehabilitation and
Transformation of the Bank into a healthy Financial Institution. He worked briefly with the HSBC (Manila) as
Senior Vice President and Head of Corporate and Institutional Banking. He also served as a Director of the
Bankers Association of the Philippines from 2000-2004. He graduated Magna Cum Laude from the De la
Salle University and has Degrees in Economics and Accounting and is a Certified Public Accountant. He also
took special studies in International Banking at the Wharton School of Finance, University of Pennsylvania
and at the Institute of Independent Certified Directors and is a Certified Independent Director.
B. Executive Officers - The executive officers of the Company are appointed or elected annually to a one-year
term (subject to removal) by the Board of Directors immediately following the Annual Stockholders' Meeting.
Below are the incumbent executive officers of the Company, and their respective ages, citizenships and
positions as follows:
Name
Daniel G. Romualdez
Benjamin Philip G. Romualdez
Isidro C. Alcantara, Jr.
Arsenio K. Sebial, Jr.
Reynaldo P. Mendoza
Leopoldo S. Sison III
Lina G. Fernandez
Ma. Mignon D. De Leon
Nilo Thaddeus P. Rodriguez
Max D. Arceño
Ana Margarita N. Hontiveros
Chuchi C. Del Prado
Pamela M. Gendrano
Mary Jean G. Alger
Ma. Anna G. Vicedo-Montes
Dale A. Tongco
Antonino L. Buenavista
Hermogene H. Real
Age Citizenship
Present Position Held
56
Filipino Chairman of the Board
54
Filipino Vice Chairman, President & Chief Executive Officer
62
Filipino Executive Director
60
Filipino Officer-In-Charge
59
Filipino Senior Vice President, Public Affairs, Legal and
Assistant Corporate Secretary
57
Filipino Senior Vice President, Nickel Operations of Benguet
Corporation
51
Filipino Senior Vice President, Finance & Marketing Officer
59
Filipino Vice President, Compliance (Enviro/Comrel) & Chief of
Staff to the Officer-In-Charge
49
Filipino Vice President, Project Control & Corporate Services
54
Filipino Vice President, Accounting and Treasurer
48
Filipino Vice President, Healthcare
55
Filipino Vice President, Human Resource & Administration
/Compliance Officer for Corporate Governance
49
Filipino Assistant Vice President, Environmental Compliance
45
Filipino Assistant Vice President, Budget & Cost Control
38
Filipino Assistant Vice President, Corporate Communications
and Special Projects
51
Filipino Assistant Vice President, Internal Audit
56
Filipino Assistant Vice President/Officer-In-Charge – Resident
Manager for Benguet District Operations
60
Filipino Corporate Secretary
None of the incumbent executive officers of the Company are government employees.
10
Definitive Information Statement Persuant to SEC Form 20-IS
The names of executive officers of the Company, and their respective positions and offices held in the
Company and its subsidiaries and brief description of business experience, are as follows:
DANIEL ANDREW G. ROMUALDEZ has been the Chairman of the Board of Directors of the Company since
July 21, 2011 to present.
BENJAMIN PHILIP G. ROMUALDEZ has been the Vice Chairman of the Company since July 21, 2011 to
present. He is also President & Chief Executive Officer of the Company since June 25, 1998 to present.
ISIDRO C. ALCANTARA, Jr., has been the Executive Director of the Company since April 2, 2014.
ARSENIO K. SEBIAL is a member of the Management Advisory Board is the current Officer-In-Charge of the
Company since August 15, 2014. He is also the current President and CEO of Marcventures Mining and
Development Corporation (MMDC), a fully owned subsidiary of Marcventure Holdings, Inc., and also the
President of Bright Green Resources Development Corp. He graduated from Mapua Institute of Technology
with a degree in Mining Engineering. He is a Past President of the Philippine Society of Mining Engineers.
Engr Sebial also currently holds various positions in the following subsidiaries of Benguet Corporation:
Chairman, President and COO of the Balatoc Gold Resources Corporation; Director of the Benguet Pantukan
Gold Corporation; President of the BatongBuhay Mineral Resources Corporation; Director of the BenguetCorp
Nickel Mines Inc.; Chairman of the Board of the Berec Land Resources, Inc;; Director of the Acupan Gold
Mines, Inc.; Chairman of the Board of the Pillars of Exemplary Consultant, Inc.; Vice Chairman of the Board of
the Benguet Management Corporation; Director of the BenguetCorp Laboratories Inc. Mr. Sebial has almost
40 years of mining experience, the longest of which was with Benguet Corporation where he rose to Division
Manager for Mining and Engineering and worked in the highly successful Benguet-Dizon Copper Mines.
LEOPOLDO S. SISON III, has been the Senior Vice President, Nickel Operations of Benguet Corporation
and appointed also as President and CEO of the Company’s wholly owned subsidiary, Benguetcorp Nickel
Mines, Inc. (BNMI) since September 5, 2014 to present. Prior to his promotion, he was Vice President for
Logistics Management (February 2012-September 2014) and Vice President for Project Planning & Business
Development (2002-2012) of the Company. He also holds various positions and directorship to the following
subsidiaries of the Company: Concurrent President/Chief Operating Officer/Director of Pillars of Exemplary
Consultants, Inc. (1999-present); Chairman and President of Sagittarius Alpha Realty Corporation and
Calhorr 1 Marine Services Corp.; Chairman of Keystone Port Logistics & Management Services Corp.,
Calhorr 2 Marine Services Corp., Agua de Oro Ventures Corp., Ifaratoc Mineral Resources and BC Property
Management, Inc.; Director and President of Benguetrade, Inc.; and Director of Benguet Management
Corporation, Batong Buhay Mineral Resources Corp., Berec Land Resources,Inc. (2005-Present), Arrow
Freight Corporation (1998-Present) and BMC Forestry Corporation (1995-Present). Formerly, he was
Director, Benguetcorp Nickel Mines Inc. (2009-2011); President/Gen. Manager of BMC Forestry Corp. (19951998) and Arrow Freight Corporation (1992-1995); President, Capitol Security and Allied Services, Inc.
(1984-1985); Production Supervisor, CDCP-Systemas (1980-1983).
REYNALDO P. MENDOZA has been the Senior Vice President for Public Affairs and Legal of the Company
since August 25, 2006 to present & Assistant Corporate Secretary (2002 to present). He is also Corporate
Secretary of the following subsidiaries of the Company: Arrow Freight Corporation, Benguet Management
Corporation, Sagittarius Alpha Realty Corporation, (1997 to present), Agua de Oro Ventures Corporation
(1998 to Present) and Keystone Port Logistic & Management Services Corp (2009 to present). Formerly, he
was Corporate Secretary of the following subsidiaries of the Company: BMC Forestry Corporation,
Benguetrade,Inc., Benguet Pantukan Gold Corporation, (1997-2015), Pillars of Exemplary Consultants, Inc.
(1996-2015), Balatoc Gold Resources Corp. and BC Property Management, Inc. (1998-2015), Ifaratoc Mineral
Resources Corp. and Batong Buhay Mineral Resources Corporation (2009-2015), and Berec Land
Resources, Inc. (2000-2015). Formerly, he was Director/Corporate Secretary of Jaime V. Ongpin Foundation
(1996-2007) and Director of Benguetcorp Nickel Mines, Inc. (2009-2014). Before joining Benguet Corporation,
he was Staff Lawyer of PDCP (1987-1988) and Malayan Insurance Company (1986-1987); Associate Lawyer,
Castro, Villamor & Associate (1985-1986); Legal Assistant/Apprentice Lawyer, Gono Law Office.
LINA G. FERNANDEZ has been the Senior Vice President for Finance and Marketing Officer since
November 9, 2015 to present. Prior to her present position, she was Vice Present for Corporate Planning,
Chief of Staff and Assistant Treasurer of the Company since August 25, 2006. She is also Risk Management
Officer (March 2011-present) of the Company. She also holds various positions and directorship to the
following subsidiaries of the Company: Concurrent Vice President-Marketing of Benguetcorp Nickel Mines,
Inc. (2014-present); President of Benguet Management Corporation; Director/Asst. Treasurer of Berec Land
Resources, Inc., and Saguittarius Alpha Realty Corporation; Director of BC Property Management, Inc.,
Benguet Pantukan Gold Corporation, Batong Buhay Mineral Resources Corporation, and Keystone Port
Logistics and Management Services Corporation (2013 to present); Treasurer of Benguetrade Inc., Arrow
Freight Corporation, BMC Forestry Corporation, Aqua de Oro Ventures Corporation, and Balatoc Gold
Resources Corporation. Formerly, she is Director of Benguetcorp Nickel Mines Inc. (2009-2011) and
Kingking Copper-Gold Corp. (2008-2011).
Definitive Information Statement Persuant to SEC Form 20-IS
11
MA. MIGNON D. DE LEON has been the current Chief of Staff to the Officer-In-Charge (OIC) since August
2014 and Vice President – Compliance for Comrel & Enviro of the Company since February 2014. Prior to
her present position, she was Vice President for Community Relations (June 2012 – January 2014) and the
Vice President for the Benguet District Administration and Property Management (October 2002 – May
2012). She is also the Director and President of BC Property Management Inc and Director of the following
subsidiaries of the Company: Berec Land Resources, Inc., Acupan Gold Mines, Pillars of Exemplary
Consultant Inc., Arrow Freight Corp, Benguetrade Inc., Benguet Pantukan Gold Corporation, Batong Buhay
Mineral Resources Corp. and BenguetCorp Laboratories Inc. She was Board Member (Management
Representative) to the Regional Tripartite Wages and Productivity Board – Cordillera Administrative Region
(1995 – 2006); Board Member representing Women’s Sector to the Peoples Law Enforcement Board of the
Municipality of Itogon, Province of Benguet (2005-2010); Past Chairman (1984 – 1995) and Adviser (1996
to 2006) to the Regional Mining Industry Training Board – Technical working Group of the Cordillera
Administrative Region; Past President (1989 – 1993) and Adviser (1994 to 2012) to the People
Management Association of the Philippines, Baguio-Benguet Chapter; Board Member, Benguet Province
Visitor’s Bureau (2008 – 2009); Past Vice Chairman of the Cordillera Tourism Council (2206 – 2008); Past
President of the Benguet Provincial Tourism Council (2001 – 2006). At present, she is also the Large Scale
Mining Representative appointed by the Chamber of Mines to the Provincial Mining Regulatory Board of the
Province of Benguet.
MAX D. ARCEÑO has been the Vice President for Accounting and Treasurer of the Company since March 1,
2013 to present. He was formerly Assistant Vice President for Treasury (July 2011-February 2013) prior to his
promotion on March 1, 2013. He also holds various positions of the following subsidiaries of the Company. He
is concurrent Treasurer of Benguetcorp Laboratories, Inc. (Feb. 2013 to present), Batong Buhay Mineral
Resources Corporation, BenguetCorp Nickel Mines, Inc., Pillars of Exemplary Consultants, Inc., Calhorr 2
Marine Services Corporation; Chairman of Benguetrade, Inc.; Director and Treasurer of Keystone Port
Logistics and Management Services Corp., Benguet Pantukan Gold Corp., Berec Land Resources, Inc.,
Acupan Gold Mines, Inc. and Calhorr 1 Marine Services Corp., and Directors of Benguet Management
Corporation, Ifaratoc Mineral Resources Corp., Balatoc Gold Resources Corp., and BC Property Management
Inc. Mr. Arceño graduated from the University of the East (Batch 1983) with a degree in BSBA-Accounting
and passed the board examination for Certified Public Accountant in 1984. He joined the Company in 1985 as
Accounting Staff I, where he rose from the ranks.
NILO THADDEUS P. RODRIGUEZ has been the Vice President for Project Control and Corporate Services
since May 28, 2015 to present. Prior to his present position, he is Vice President, Systems and Audit of the
Company (July 2012-May 27, 2015). He is also a Director of Arrow Freight Corporation and Keystone Port
Logistics and Management Services Corporation, a wholly owned subsidiaries of the Company. Mr.
Rodriguez is a Certified Public Accountant. He graduated with a degree in Business Administration and
Accountancy from the University of the Philippines- Diliman (1990) and also holds a Master’s Degree in
Business Management from the Asian Institute of Management (1996). His previous work experiences
include: Global Service Delivery Lead-Project Matterhorn and Cluster Site Lead for F&A projects located at
Eastwood (Accenture Philippines, June 2011-June 2012); Regional Manager-Finance, Asia-Pacific (Delta
Airlines, February 1999-April 2011); Executive, Corporate Finance (SGV & Co., December 1996-January
1999); Chief Finance Officer (Cornerstone Builders, Inc., November 1992-June 1994).
CHUCHI C. DEL PRADO, CBA has been the Vice President-Human Resource and Administration since
March 19, 2014 and Compliance Officer for Corporate Governance since May 28, 2014 to present. Ms. Del
Prado graduated with a degree in BS Business Administration from the University of Sto. Tomas (1982) with
additional MBA on HR/Talent Management, Post Baccalaureate Program in HR Management from De la Salle
– College of St. Benilde. She has been certified as Chartered Business Administrator (C.B.A.), a graduatelevel professional certification granted by premier professional body based in Canada. Her previous work
experiences include: Senior Project Consultant for HR and Organizational Development for Victorias Milling
Company (VMC); Regional HR Manager and Compliance Officer for Asia, for Schweitzer-Mauduit
International Inc. (2011-2013), Senior Manager for Learning Development and HR Services for Metro Drug
Inc. (2009-2011); Senior Manager for HR and Business Development for Value Management Options, Inc – a
private consultancy firm (2004-2009); Department Head, HR and Administration for Tupperware Philippines,
Inc.; Corporate Manager for HR, Administration and Special Projects for Luen Thai International Group
(Philippines, Hongkong, China and USA).
ANA MARGARITA N. HONTIVEROS has been the Vice President – Healthcare of the Company since May
28, 2015 and concurrently President of BenguetCorp Laboratories, Inc., since January 16, 2013 to present.
Prior to her present position, she is Vice President for Special Projects of the Company (Jan. 2013-May 27,
2015). She graduated with a degree in BS Legal Management from the Ateneo De Manila University (1988).
Her previous work experiences include: Senior Assistant Vice President, Marketing (Republic Surety and
Insurance Co., Inc., March 2010-January 2013); Consultant (Lapanday Group of Companies, 2005-2007:
Manager (Bvlgari Philippines, Jan. 2000-2005); Chief Operating Officer (World Partners Finance
Corporation/World Partners Insurance Brokerage Corporation, Sept. 1997-1998); Vice President (Macondray
12
Definitive Information Statement Persuant to SEC Form 20-IS
Finance Corp. (MFC) (Lapanday Group), Oct. 1991-1996); President (People’s Credit Network Inc.
(Subsidiary of MFC), Oct. 1991-1996); Senior Manager (First Active Capital Corporation, 1990-1991); Senior
Officer (First Active Capital Corporation, 1990-1991); and Marketing Officer (Urban Bank, April 1988-1990).
DALE A.TONGCO has been the Assistant Vice President for Internal Audit of the Company since August 1,
2015 to present. A Certified Public Accountant, he graduated with a degree in Commerce major in
Accounting from Ateneo de Davao University. Prior to joining with the Company, he worked for Habitat for
Humanity Philippines as Controller and Internal Control and Risk Management Head, and was a Partner
Consultant, Audit and Advisory of C.P. De Guzman & Company. His previous work experiences include:
Deputy Head/ Assistant Vice President-Enterprise Risk Management at PhilAm Life-AIA Philippines (20102011); Senior Manager-Financial Advisory of Deloitte Philippines(2008-2010), and KPMG Philippines (20062008); Head-Budget/MIS, Rizal Commercial Banking Corporation (1997-2005); Manager-Business Systems
Analysis, Equitable Banking Corporation (1996-1997); Section Head-Methods and Procedures, China
Banking Corporation (1990-1995); and In-charge- Banking Audit Group, SGV & Company (1986-1989).
PAMELA M. GENDRANO has been the Assistant Vice President for Environmental Compliance since
February 20, 2012. Ms. Gendrano is a graduate of MS in Environmental Studies and Community
Development from the University of the Philippines at Los Baños (1992). She is also a graduate of BS in
Forestry (1988) from the same university. Her previous work experiences include: Freelance Environment
Consultant (2008-2011); Technical Operations Manager/Senior Environment Management Specialist
(GEOSPHERE Technologies, Inc., (2005-2008); Technical Operations Manager (Geographic Management
Services Company (2002-2004); Senior Project Officer (BOI, JICA Study in Environmental Management w/
Public and Private Ownership (2002); Environment Management Specialist (Tetra Tech. Environmental
Management, Inc. (1999-2001); EIA/IEE Consultant (1999); Project/Program Evaluator, Philippine-Canada
Development Fund (1999); Section Chief, Strategic Coordination and Special Projects Section, DENR/EMB
(1994-1999); Project Officer, Institute of Environment Science and Management-CIDA/Research Associate,
UPLB-College of Forestry-JICA (1991-1995); Research Forester, DENR-Policy Planning Division (1987).
MARY JEAN G. ALGER has been the Assistant Vice President for Budget and Cost Control of the Company
since May 28, 2015 to present. Prior to her present position, she is Assistant Vice President, Deputy Chief
Finance Officer of the Company (Jan. 2013-May 27, 2015). She is also the Director and Treasurer of
Benguet Management Corporation and BC Property Management, Inc. and the Assistant Treasurer of
BenguetCorp Laboratories, Inc., a wholly owned subsidiary of the Company. Ms. Alger is a graduate of BC
Business Economics from the University of the Philippines (1991). Her previous work experiences include:
Assistant Vice President-Corporate Planning (Basic Energy Corporation, July 2007-January 2013);
Investment Officer (ValueGen Financial Insurance Company, Inc. & Banclife Insurance Corporation, October
2002 to July 2007); Held position on consultant basis and concurrently Assistant Vice President (Corporate
Financial Advisors, Inc., March 2001 to November 2004); Deal Manager (New Millennium Investment
Corporation, March 1999 to January 2001); Financial Analyst-Credit Department (Petron Corporation,
November 1991 to December 1996).
MA. ANNA G. VICEDO-MONTES has been the Assistant Vice President for Corporate Communications and
Special Projects of the Company since May 28, 2015 to present. Prior to her present position, she is
Assistant Vice President, Deputy Head- Business Development (Feb. 2013-May 27, 2015). She is also
Director of Sagittarius Alpha Realty Corporation, Agua de Oro Ventures Corporation, Calhorr 1 Marine
Services Corporation and Calhorr 2 Marine Services Corporation. She is a graduate of BS Business
Economics from the University of the Philippines (Batch 1999). Her previous work experiences include:
Corporate Planning Manager, (ABS-CBN Corporation, 2007-2012); Strategic Planner, Manager-Sales and
Product Application, Trade Promotions and Relations Manager-Food Service Marketing, (San Miguel Pure
Foods Company, Inc., 2003-2007); Senior Team Leader, (The Thomson [Philippines] Corporation – Banking
and Brokerage, 1999-2003).
ANTONINO L. BUENAVISTA has been the Assistant Vice President/Officer-In-Charge – Resident Manager
for Benguet District Operations of the Company since November 9, 2015 to present. Mr. Buenavista has
been with the Company since 1986 and has held various positions and directorship in the following
subsidiaries of the company: concurrent Director and President of BMC Forestry Corporation and Agua de
Oro Ventures Corporation; Director and Treasurer of Sagittarius Alpha Realty Corporation and Ifaratoc
Mineral Resources Corp and Director of Benguet Management Corporation. He is a Certified Public
Accountant and has undergone Management Program at Asian Institute of Management in 1995. Prior to his
employment with Benguet Corporation, he worked with SGV & Company from 1981 to 1985.
HERMOGENE H. REAL has been the Corporate Secretary of the Company since October 25, 2000 to
present. She is also Director of Philippine Collectivemedia Corporation (2008 to present); Director, Bright
Kindle Resources and Investment, Inc. (2014 to present); Director, Brightgreen Resources Corporation (2014
to present); Corporate Secretary, Universal Re Condominium Corporation (1997 to 2009, 2010 to present);
Corporate Secretary, Benguetcorp Nickel Mines, Inc. (2014 to present); Corporate Secretary, Best Practices
Global Response Solutions, Inc. (2014 to present); Corporate Secretary, Invictus Micro Finance, Inc. (2014 to
Definitive Information Statement Persuant to SEC Form 20-IS
13
present); Assistant Corporate Secretary of Doña Remedios Trinidad Romualdez Medical Foundation, Inc.
(1996 to present); Assistant Corporate Secretary, Bright Kindle Resources and Investment, Inc. (2014 to
present); Assistant Corporate Secretary, AG Finance, Incorporated (2015 to present); and Practicing Lawyer,
D.S. Tantuico and Associates (1998 to present). She previously held the following positions: Chairman of the
Board and President, Philippine Collectivemedia Corporation (2008 to 2010); Assistant Corporate Secretary,
Benguetcorp Nickel Mines, Inc. (2009 to 2014).
Significant Employees - Other than the executive officers, other employees are expected by the Company to
make significant contribution to the business.
Family Relationship - Except with respect to Benjamin Philip G. Romualdez, Daniel Andrew G. Romualdez and
Maria Remedios R. Pompidou, who are siblings, no other relationship within the third degree of consanguinity or
affinity exists between and among the executive officers and directors of the Company.
Involvement in Certain Legal Proceedings - The Company is not aware of any bankruptcy proceeding against any
of its directors and officers during the past five years. Neither is the Company aware of any conviction by final
judgment in any criminal proceeding, or the involvement, of any of its directors or officers, in any case where such
officer or director has been subject to any order, judgment or decree of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, including
those connected with securities trading, investments, insurance or banking activities.
Certain Relationship and Related Transactions - Related party transactions are included in Note 34 in the 2015
Consolidated Financial Statements of the Company and its Subsidiaries which are stated as follows:
a.
On December 6, 2010, the Company and Berec Land Resources Inc. (BLRI) a wholly owned subsidiary,
signed an Agreement for the management of the operation of the Acupan Gold Project (AGP). Under the
management contract, BLRI will provide the necessary technical and financial assistance to expand the
production capacity of AGP to 300 tons per day in exchange for a management fee based on the net
operating profit of AGP. BLRI also leases its equipments to the AGP mining operations.
b.
On August 8, 2011, Benguetcorp Nickel Mines, Inc. (BNMI), a wholly owned subsidiary, appointed the
Parent Company as its exclusive agent with a marketing fee of $5 per ton of nickel ore shipped, inclusive of
Value Added Tax (VAT). Prior to the marketing agreement, the Company and BC had an operating
agreement.
In addition, please refer also to Note 28 entitled “Related Party Disclosures” of the 2015 Consolidated Financial
Statements of the Company and its Subsidiaries.
Aside from the above, there are no other transactions or proposed transactions during the last two years in which
the registrant or any director or executive officers, any nominee for election as director, any security holder or
member of their immediate families, is a party and the amount of which exceeds P500,000.00. None of the
directors, officers or affiliates of the Company, or beneficial owner of more than 10% of any class of voting
securities of the Company, or any associate of any such director or security holder, or any of its subsidiaries, has
a material interest adverse to the Company or any of its subsidiaries.
Parent Company - Benguet Corporation has no parent company.
Resignation of Director/Officer or Demise of Officer - No incumbent director has declined to stand for re-election
to the board of directors due to disagreement with Management since the date of the last annual meeting. The
following director and officer of the Company cited personal reasons for their resignation: Mr. Rogelio C. Salazar,
resigned as Director of the Company effective March 27, 2015 and Mr. Virgilio G. Cawagdan, AVP-Mill and
Metallurgical Division of AGP effective July 22, 2015. Retirement of Mr. Renato A. Claravall, SVP-Chief Finance
Officer effective June 30, 2015 and Mr. Valeriano B. Bongalos, Jr., VP & GM of Benguet District Operation
effective October 1, 2015.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
1. Summary Compensation - The aggregate compensation paid or incurred during the last two fiscal years and
estimated to be paid in the ensuing fiscal year to the Chief Executive Officer and four other most highly
compensated executive officers of the Company are as follows:
Principal Position
Name
1.
2.
3.
4.
5.
14
Benjamin Philip G. Romualdez
Leopoldo S. Sison III
Reynaldo P. Mendoza
Ana Margarita N. Hontiveros
Arsenio K. Sebial, Jr.
-
President & Chief Executive Officer
SVP, Nickel Operations
SVP, Public Affairs, Legal & Asst. Corporate Secretary
Vice President, Healthcare
Officer-In-Charge
Definitive Information Statement Persuant to SEC Form 20-IS
All above-named officers as a group
All other directors and officers as a group unnamed
(*) - Estimate
(**) – Actual
Year
2016*
2015**
2014**
2016*
2015**
2014**
Salary
(In-Million)
P35.3
32.1
39.1
35.6
41.2
49.9
Bonus
Other Annual
(In-Million) Compensation
P2.9
P2.4
3.2
1.0
2.1
1.2
2.2
2.8
4.1
0.3
4.2
3.6
There are no arrangements with any officer or director for payment of any amount or bonus other than the
regular salary or per diem for attendance of board meetings. Neither was there any compensatory plan or
arrangement concerning or resulting from the resignation, termination of employment of any officer or from a
change-in-control in the Company and no amount exceeding P2,500,000 is involved, which is paid
periodically or installments. The provisions of the Company’s Personnel Policy Manual govern the terms and
conditions of employment, benefits and termination.
2.
3.
Compensation of Directors
Directors receive per diems of P15,000.00 (gross) for attendance in meetings of the board or its committees
but do not receive other compensation from the Company for other services rendered. There are no standard
arrangements or other arrangements which compensate directors directly or indirectly, for any services
provided to the Company either as director or as committee member or both or for any other special
assignment, during the Company’s last completed fiscal year and the ensuing year.
a.
Incentive Bonus Plan - Since 1980, the Company maintained an Incentive Bonus Plan. The purposes of
the Plan are: (1) to attract, employ and retain management personnel of outstanding competence, and
(2) to motivate its management personnel to deliver superior performance in pursuing the goals and
business interests of the Company. The Plan provides for a bonus award, calculated on the basis of net
income, to top operating executives, managers and members of the Board of Director. Bonus awards are
either paid in full directly to the awardees or are transferred to a trust fund and are payable to the
awardees in three installments generally over a period of two years. Bonus awards for any year shall be
paid in cash, or in common stock. Either Common Class A or Common Class B shares may be issued
under the Plan subject to the legal limitations on ownership of Common Class A shares which can be
owned only by Philippine citizens. From 1995 to 2014, there was no amount set aside for payment of
bonuses in accordance with the Plan.
b.
Retirement Plan - The Company maintained a qualified, noncontributory trusted pension plan covering
substantially all of its executive officers and employees. Normal retirement age under the plan is age 60,
except for non-supervisory underground mine workers who have the option to retire at age 55. An
employee shall also be entitled to a benefit equal to 50% of his monthly basic salary or the normal
benefit, whichever is higher, if his employment is terminated for reasons beyond his control, such as
death, disability or government policy.
Warrants and Options Outstanding
Since 1975, the Company has a Stock Option Plan (the “Plan”) for its selected staff employees, directors and
consultants and its subsidiaries. The purpose in granting options are: (1) to encourage stock ownership in the
Company, and thereby generate an interest in the Company and its subsidiaries, (2) to promote its affairs,
and (3) to encourage its staff employees, directors and consultants to remain in the employ of the Company.
The Plan had been amended several times. The latest amendment was approved by the Board of Directors
on March 23, 2012 and by the stockholders of the Company on May 29, 2012, extending the termination date
of granting stock options for another five (5) years or until May 31, 2018.
In the current implementation of the Plan, the Company granted the following stock options:
a.
On April 6, 2006, under the Plan, the Company granted a stock option of 7,004,000 common shares
(consisting of 4,202,400 class “A” common shares at an exercise price of P8.50 per share and 2,801,600
class “B” common shares at an exercise price of P29.07 per share) to qualified participants. These shares
are exempted from registration under SEC’s Resolution No. 084 dated March 31, 2008 and the listing was
approved by the PSE. As of April 6, 2010, 100% of the stock option is exercisable by the optionees. The
7,004,00 shares granted to optionees came from the remaining reserved shares of 7,926,454 under the
Plan, leaving a balance of 922,454 shares available for grant of options in the future. As of March 31, 2016,
the number of options granted to, exercised, and unexercised by the Chief Executive Officer, four (4) other
most highly compensated executive officers and all other officers and directors of the Company are as
follows:
Definitive Information Statement Persuant to SEC Form 20-IS
15
Class
A
Class
B
Option
Exercise
Price/Share
Class Class
A
B
120,000
80,000
P8.50 P29.07
79,200
79,200
-
52,800
52,800
-
P8.50 P29.07
P8.50 P29.07
-
986,400
657,600
P8.50 P29.07
Option Grants
BPG Romualdez,
Pres/CEO
Four
Highest
Paid
Named
Executive
Officers:
Leopoldo S. Sison III
Reynaldo P. Mendoza
AMN Hontiveros
Arsenio K. Sebial, Jr.
All Executive Officers &
Directors as a Group
Unnamed
Options
Exercised
Options
Unexercised
Class
A
Class
B
Class
A
-
-
120,000
80,000
-
-
-
39,600
-
52,800
52,800
-
-
-
535,720 19,200 289,400
326,400
161,280
79,200
39,600
-
Class
B
Options Cancelled
(Due to resignation,
retirement, death
and retrenchment)
Class
Class
A
B
312,000
The options are non-transferable and are 100% exercisable. All shares purchased shall be paid in full, in
cash, at the time of the exercise of the option. No option is exercisable after ten years from the date of the
grant.
b.
On May 3, 2011, under the Plan, the Company granted stock option to officers, directors, managers and
consultants of the Company. The option grants of 2,200,332 common shares (consisting of 1,320,199 class
“A” common shares at an exercise price of P16.50 per share and 880,133 class “B” common shares at an
exercise price of P17.50 per share) came entirely from the unissued/cancelled stock options under the
previous implementation of the Plan. These unissued/cancelled shares came from the option grants of
7,004,000 common shares granted on April 6, 2006 stock option award, which shares are exempted from
registration under SRC rules and the listing was approved by the PSE. As of March 31, 2016, the number of
options granted to, exercised, and unexercised by the Chief Executive Officer, four (4) other most highly
compensated executive officers and all other officers and directors of the Company are as follows:
Option Grants
Class
Class
A
B
No Options
Granted
BPG Romualdez
Pres/CEO
Four Highest Paid
Named Exe. Officers:
Leopoldo S.Sison III
33,000
Reynaldo P Mendoza
36,000
AMN Hontiveros
Arsenio K. Sebial, Jr.
All Officers & Directors
as a Group Unnamed
521,200
Option
Exercise
Price/Share
Class Class
A
B
22,000 P16.50 P17.50
24,000 P16.50 P17.50
347,466 P16.50 P17.50
Options
Exercised
Class
A
12,600
Options
Unexercised
Class
B
-
Class
A
Class
B
-
-
8,400 298,000
198,666
Options Cancelled
(Due to resignation,
retirement, death &
retrenchment)
Class
Class
A
B
177,600
118,400
The options are non-transferable and are now 100% exercisable. Shares included in each installment may be
exercised in whole at any time, or in part from time to time, until the expiration of the option. All shares
purchased shall be paid in full, in cash, at the time of the exercise of the option. No option is exercisable after
ten years from the date of the grant.
c.
On September 7, 2012, under the amended Plan, the Company granted stock option to officers,
directors/members of the stock option committee and independent directors. The option grants of 828,000
common shares (consisting of 496,800 class “A” common shares at an exercise price of P17.96 per share
and 331,200 class “B” common shares an exercise price of P17.63 per share) came entirely from the current
balance of unissued / cancelled stock options under the present implementation of the Plan. As of March 31,
2016, the number of options granted to, exercised, and unexercised by the Chief Executive Officer, four (4)
other most highly compensated executive officers and all other officers and directors of the Company are as
follows:
Option Grants
BPG Romualdez
Pres/CEO
16
Class
A
180,000
Class
B
Option
Exercise
Price/Share
Class Class
A
B
120,000 P17.96
Definitive Information Statement Persuant to SEC Form 20-IS
P17.63
Options
Exercised
Class
A
Class
B
-
-
Options
Unexercised
Class
A
Class
B
180,000 120,000
Options Cancelled
(Due to resignation,
retirement, death &
retrenchment)
Class
Class
A
B
-
-
Definitive Information Statement Persuant to SEC Form 20-IS
17
engagement is P1.8 million exclusive of VAT. There are no other services rendered by the external auditor other
than the usual audit services as mentioned above.
Prior to the commencement of audit work, the external auditor presented their program and schedule to the
Company which included discussion of issues and concerns regarding the audit work to be done. The external
auditor presented to the Audit Committee the audited financial statements of the Company for the year for
approval and endorsed to the full Board for final approval prior to release/issuance by the external auditor.
Representatives of SGV are expected to be present at the stockholders’ meeting to respond to appropriate
questions and will be given the opportunity to make a statement if they so desire.
The Audit Committee of the Company is composed of four directors chaired by an independent director, Mr.
Bernardo M. Villegas, and the members are: Messrs. Isidro C. Alcantara, Jr., Andres G. Gatmaitan and Alberto C.
Agra, independent director.
Re-Appointment of External Auditor
A vote of the stockholders representing majority of the outstanding capital stock of the Company is required for
the re-appointment of Sycip Gorres Velayo and Company (SGV) as the Company’s independent external auditor.
Management recommends a vote FOR the re-appointment of external auditor, SGV.
C. ISSUANCE AND EXCHANGE OF SECURITIES
FINANCIAL AND OTHER INFORMATION
The Company incorporated by reference the following as contained in the Management Report (Annex “A”) in
accordance with Rule 68 of the Amended Rules and Regulations of the Securities Regulation Code (SRC):
1.
2.
Management Report containing Management’s Discussion and Analysis of Financial Position and Results of
Operations for 2015 compared to 2014 and 2013, Market Price of and Dividends of the Company’s Common
Equity and Compliance of Leading Practices on Corporate Governance of the Company; and
2015 Audited Consolidated Financial Statements with Management’s Responsibility for Consolidated
Financial Statements is contained in the printed 2015 Annual Report of the Company.
D.
OTHER MATTERS
ACTION WITH RESPECT TO REPORTS
As a matter of corporate policy, Management seeks the approval/ratification by the stockholders of the following
which will be considered and acted upon in the meeting:
I.
18
Minutes of the 2015 Annual Stockholders’ meeting with the following items:
a) Approval of the Minutes of the 2014 Annual Stockholders’ Meeting;
b) 2014 Annual Report;
c) Approval of the increase in the number of members of the Board of Directors from 10 directors to 11
directors and the corresponding amendments of Article Sixth of the amended Articles of Incorporation
and Article III, Section 1 of the amended By-Laws of the Company;
d) Approval of the change in the Par Value of both Common Class A and Class B shares from P3.00 to
P1.00 per share and the corresponding amendments of Article Seventh of the amended Articles of
Incorporation and Article I, Section 1, of the amended By-Laws of the Company;
e) Approval of the creation of a new class of shares to be called “Redeemable Non-Retirable Common
Class B Shares” with Par Value of P1.00 per share and the corresponding amendments of Article
Seventh of the amended Articles of Incorporation and Article I, Section 1, of the amended By-Laws of the
Company;
f) Approval of the amended requirement that only the affirmative vote of two third (2/3) of the total
outstanding stocks of the Company, regardless of class, is needed to approve the following corporate
acts: (i) amendment of Articles of Incorporation; (ii) delegation of power to the Board of Directors to
amend, repeal or adopt new By-Laws; (iii) increase or decrease in authorized capital stocks; and (iv) Any
sale, exchange, lease, mortgage or other disposition of all or substantially all of the assets of the
corporation and the corresponding amendments of Article Seventh (B) of the amended Article of
Incorporation and Article VI, Section 1 of the amended By-Laws of the Company;
g) Approval of the deletion of the amendment made on 28 December 1973 which reclassified outstanding
Common Shares (Class A and B) to Common Class B shares due to the non-implementation of the
provision and the corresponding amendment of Article Seventh (A)(2) of the amended Articles of
Incorporation;
h) Approval of the deletion of the By-Laws provision on the authority given to one of the Vice Presidents to
be in-charge of all mining operations, and have general control and supervision over all exploration and
Definitive Information Statement Persuant to SEC Form 20-IS
i)
development activities of the Company, and the corresponding amendment of Article IV, Section 3 of the
amended By-Laws;
Approval/ratification of all acts, contracts, investments, resolutions and proceedings made and entered
into by Management and/or the Board of Directors since the June 29, 2011 Annual Stockholders’
Meeting.
BRIEF SUMMARY OF MINUTES OF MAY 28, 2015 STOCKHOLDERS’ MEETING
1.
2.
3.
Date / Venue: The Annual Meeting of the Stockholders of the Company was held on 28 May 2015, 3:00
p.m. at Big Function Room, Manila Golf and Country Club, Inc., Harvard Road, Forbes Park, Makati City.
Quorum Present: The Company’s Corporate Secretary certified that there is a quorum for the transaction
of business, there being present in person or represented by proxy 148,880,394 shares or 76.06% of the
outstanding capital stock of the Company.
President’s Report: The salient points of report of the Company’s President & Chief Executive Officer to
the stockholders present during the annual meeting, are as follows:
2014 was a year dedicated to strengthening your Company’s core competence in fostering inclusive
economic development while harnessing the earth.
•
Consolidated revenues for the year reached P3.017 billion, a record for your Company.
- This represents an upswing of around P704 million, or 30%, against 2013’s P2.313 billion.
•
In the last five years, nickel has evolved to be the revenue driver for your Company.
•
We focused our efforts on improving production capability and operational efficiency in our mining
operations.
•
We continue to adhere to the principles of Corporate Governance on transparency and
implementing world-class standards in our operations.
•
As a result, Net Income reached P97.1 million, representing a 1,161% improvement versus last
year, again achieved at the back of better margins in the nickel business.
•
Total Equity closed at P3.515 billion in 2014, up P126.4 million or 4% from the 2013 balance of
P3.389 billion.
•
Your Company promptly retired its bank loans resulting in the Consolidated Assets settling lower at
P7.121 billion versus P7.185 billion in 2013.
•
Revenues from our mining operations ended at P2.868 billion, up 38% from 2013’s revenues of
P2.074 billion.
•
The non-mining businesses contributed P814.6 million in revenues, dipping 9.8% versus P903
million in 2013.
•
Consistent with our thrust to strengthen our core, we pursued investments that benefitted the
Company’s future.
- We spent a total of P103.7 million in the implementation of projects that protect the environment
and mitigate any possible adverse effects from our mining operations.
- These projects followed the mandate of our Annual EPEP on land, water, and air quality
standards.
- We were able to fulfill the more critical initiatives:
1. in Acupan, the embankment raising and build up of the Tailings Storage Facility (TSF)
2. in Sta. Cruz, Zambales: the construction and upgrading of our settling ponds: 30 ponds
3. farm lots restoration, desilting and planting: provided assistance to farmers worth P2.8
million
4. river embankment stabilization and dredging: 4.5km stretch
5. coastal clean-up
6. construction of 8 wash bays with silt boxes and CCTV
•
Moving forward, your Company hopes to enhance the margins derived from more efficient mining
operations to safeguard against volatility of nickel prices.
•
Already, it has started implementing the planned production expansion in the gold business.
•
We will continue to engage in creative strategic partnerships to develop the other properties of your
Company to add to the pipeline and strengthen its mining portfolio.
•
Reinforce partnerships with our stakeholders in the communities, industry and government.
The encouraging accomplishments of 2014 were made possible by the exceptional efforts of your
management team. We would like to take this opportunity to express our deep appreciation to our
shareholders for your continued belief in your Company. We salute our Board of Directors, officers,
managers, and rank and file workers for their dedicated performance. We look forward with enthusiasm
to the pleasure of working together to build a sustainable and profitable future for your Company.
4.
The stockholders approved the Minutes of the Annual Meeting of Stockholders held on May 28, 2014.
The Company received votes in person and by proxy a total of 95,400,986 or 80.77% of Convertible
Preferred Class A and Class A shares and a total of 53,006,006 or 68.29% of Class B shares or a
combined total of 148,406,992 or 75.82% of Convertible Preferred Class A, Class A and B shares in
Definitive Information Statement Persuant to SEC Form 20-IS
19
5.
6.
7.
8.
9.
20
favor of the approval of the Minutes of the Annual Meeting of Stockholders held on May 28, 2014.
The stockholders approved the increase in the number of members of the Board of Directors from 10
directors to 11 directors and the corresponding amendments of Article Sixth of the amended Articles of
Incorporation and Article III, Section 1 of the amended By-Laws of the Company. A vote of the
stockholders representing two-thirds of the outstanding Convertible Preferred Class A Stock and of
Common Class A Stock voting as one class and of Common Class B stock voting as a separate class
are required for the amendments. The Company received votes in person and by proxy a total of
95,400,986 or 80.77% of Convertible Preferred Class A and Class A shares and a total of 52,893,027 or
68.15% of Class B shares or a combined total of 148,294,013 or 75.76% of Convertible Preferred Class
A, Class A and B shares in favor of the increase in the number of members of the Board of Directors
from 10 directors to 11 directors and the corresponding amendments of Article Sixth of the amended
Articles of Incorporation and Article III, Section 1 of the amended By-Laws of the Company.
The stockholders approved the change in the Par Value of both Common Class A and Class B shares
from P3.00 to P1.00 per share and the corresponding amendments of Article Seventh of the amended
Articles of Incorporation and Article I, Section 1, of the amended By-Laws of the Company. A vote of the
stockholders representing two-thirds of the outstanding Convertible Preferred Class A Stock and of
Common Class A Stock voting as one class and of Common Class B stock voting as a separate class
are required for the amendments. The Company received votes in person and by proxy a total of
95,400,986 or 80.77% of Convertible Preferred Class A and Class A shares and a total of 52,891,256 or
68.15% of Class B shares or a combined total of 148,292,242 or 75.76% of Convertible Preferred Class
A, Class A and B shares in favor of the change in the Par Value of both Common Class A and Class B
shares from P3.00 to P1.00 per share and the corresponding amendments of Article Seventh of the
amended Articles of Incorporation and Article I, Section 1, of the amended By-Laws of the Company.
The stockholders approved the creation of a new class of shares to be called “Redeemable NonRetirable Common Class B Shares” with Par Value of P1.00 per share and the corresponding
amendments of Article Seventh of the amended Articles of Incorporation and Article I, Section 1, of the
amended By-Laws of the Company. A vote of the stockholders representing two-thirds of the
outstanding Convertible Preferred Class A Stock and of Common Class A Stock voting as one class
and of Common Class B stock voting as a separate class are required for the amendments. The
Company received votes in person and by proxy a total of 95,400,986 or 80.77% of Convertible
Preferred Class A and Class A shares and a total of 52,821,527 or 68.06% of Class B shares or a
combined total of 148,222,513 or 75.73% of Convertible Preferred Class A, Class A and B shares in
favor of the creation of a new class of shares to be called “Redeemable Non-Retirable Common Class
B Shares” with Par Value of P1.00 per share and the corresponding amendments of Article Seventh of
the amended Articles of Incorporation and Article I, Section 1, of the amended By-Laws of the
Company.
The stockholders approved the amended requirement that only the affirmative vote of two third (2/3) of
the total outstanding stocks of the Company, regardless of class, is needed to approve the following
corporate acts: (i) amendment of Articles of Incorporation; (ii) delegation of power to the Board of
Directors to amend, repeal or adopt new By-Laws; (iii) increase or decrease in authorized capital
stocks; and (iv) Any sale, exchange, lease, mortgage or other disposition of all or substantially all of the
assets of the corporation and the corresponding amendments of Article Seventh (B) of the amended
Articles of Incorporation and Article VI, Section 1 of the amended By-Laws of the Company. A vote of
the stockholders representing two-thirds of the outstanding Convertible Preferred Class A Stock and of
Common Class A Stock voting as one class and of Common Class B stock voting as a separate class
are required for the amendments. The Company received votes in person and by proxy a total of
95,400,986 or 80.77% of Convertible Preferred Class A and Class A shares and a total of 51,804,665 or
66.75% of Class B shares or a combined total of 147,205,651 or 75.21% of Convertible Preferred Class
A, Class A and B shares in favor of the amended requirement that only the affirmative vote of two third
(2/3) of the total outstanding stocks of the Company, regardless of class, is needed to approve the
following corporate acts: (i) amendment of Articles of Incorporation; (ii) delegation of power to the Board
of Directors to amend, repeal or adopt new By-Laws; (iii) increase or decrease in authorized capital
stocks; and (iv) Any sale, exchange, lease, mortgage or other disposition of all or substantially all of the
assets of the corporation and the corresponding amendments of Article Seventh (B) of the amended
Articles of Incorporation and Article VI, Section 1 of the amended By-Laws of the Company.
The stockholders approved the deletion of the amendment made on 28 December 1973 which
reclassified outstanding Common Shares (Class A and B) to Common Class B shares due to the nonimplementation of the provision and the corresponding amendment of Article Seventh (A)(2) of the
amended Articles of Incorporation of the Company. A vote of the stockholders representing two-thirds of
the outstanding Convertible Preferred Class A Stock and of Common Class A Stock voting as one class
and of Common Class B stock voting as a separate class are required for the amendment. The
Company received votes in person and by proxy a total of 95,400,986 or 80.77% of Convertible
Preferred Class A and Class A shares and a total of 52,918,678 or 68.18% of Class B shares or a
combined total of 148,319,664 or 75.78% of Convertible Preferred Class A, Class A and B shares in
favor of the deletion of the amendment made on 28 December 1973 which reclassified outstanding
Common Shares (Class A and B) to Common Class B shares due to the non-implementation of the
provision and the corresponding amendment of Article Seventh (A)(2) of the amended Articles of
Definitive Information Statement Persuant to SEC Form 20-IS
Incorporation of the Company.
10. The stockholders approved the deletion of the By-Laws provision on the authority given to one of the
Vice Presidents to be in-charge of all mining operations, and have general control and supervision over
all exploration and development activities of the Company, and the corresponding amendment of Article
IV, Section 3 of the amended By-Laws of the Company. A vote of the stockholders representing twothirds of the outstanding Convertible Preferred Class A Stock and of Common Class A Stock voting as
one class and of Common Class B stock voting as a separate class are required for the amendment.
The Company received votes in person and by proxy a total of 95,400,986 or 80.77% of Convertible
Preferred Class A and Class A shares and a total of 52,931,564 or 68.20% of Class B shares or a
combined total of 148,332,550 or 75.78% of Convertible Preferred Class A, Class A and B shares in
favor of the deletion of the By-Laws provision on the authority given to one of the Vice Presidents to be
in-charge of all mining operations, and have general control and supervision over all exploration and
development activities of the Company, and the corresponding amendment of Article IV, Section 3 of
the amended By-Laws of the Company.
11. The stockholders confirmed and ratified all acts, contracts, resolutions and proceedings made and
entered into by Management and/or the Board of Directors during the period May 28, 2014 to May 28,
2015. The Company received votes in person and by proxy a total of 95,400,986 or 80.77% of
Convertible Preferred Class A and Class A shares and a total of 52,911,687 or 68.17% of Class B
shares or a combined total of 148,312,673 or 75.77% of Convertible Preferred Class A, Class A and B
shares in favor of the confirmation and ratification of all acts, contracts, resolutions and proceedings
made and entered into by Management and/or Board of Directors since the Annual Stockholders’
Meeting held on May 28, 2014.
12. No election of directors was held because the 1993 Supreme Court Temporary Restraining Order (TRO)
enjoining the holding of elections of directors has not been lifted. Thus, the Company’s present set of
directors will remain in office on hold-over capacity until their successors shall have been duly elected
and qualified. The composition of the Board of Directors is as follows:
II.
A.
Representing the Class “A” Convertible Preferred and
Common Class “A” Shares of Stock
1. Alberto C. Agra – (Independent Director)
2. Ma. Remedios R. Pompidou
3. Daniel Andrew G. Romualdez
4. Macario U. Te
5. Luis Juan L. Virata
6. Cesar C. Zalamea
B.
Representing the Common Class “B” Shares of Stock
1. Isidro C. Alcantara, Jr.
2. Andres G. Gatmaitan
3. Benjamin Philip G. Romualdez
4. Bernardo M. Villegas – (Independent Director)
Approval/ratification of the following acts, contracts, investments, resolutions, and proceedings made and
entered into by Management and/or the Board of Directors since the May 28, 2015 Annual Stockholders’
Meeting to wit:
a.
Results of Organizational Meeting of the Board which includes the:
i.
Re-appointment of the Chairman and Vice Chairman of the Board;
ii. Re-appointment of current officers to their respective positions;
iii. Re-appointment of external auditor, SGV & Company;
iv. Re-appointment of Sycip Salazar Hernandez & Gatmaitan Law Offices as the Legal Counsel of the
Company in the Philippines and Atty. Paul Jolis of Lewis Brisbois Bisgaard & Smith LLP as the
Legal Counsel of the Company in the United States of America;
v. Re-appointment of local (Stock Transfer Service, Inc.) and foreign (American Stock Transfer & Trust
Company) stock registrars and transfer agents of the Company; and
vi. Reconstitution of various Board committees: Executive Committee, Salary (Compensation)
Committee, Stock Option Committee, Investment Committee, Audit Committee, Property
Development Committee, Nomination Committee, Corporate Governance Committee, Risk
Management Committee and Management Advisory Board.
b.
Approved re-confirmation and changes in bank signatories to transact business with commercial
banks/financing institutions as authorized by the Company;
Appointed Mr. Arsenio K. Sebial as Ex-Officio Board member pending approval by the SEC of the
amendment in the Articles of Incorporation increasing the number of directors from ten to eleven;
Authorized and approved the acquisition of Directors’ & Officers’ liability insurance with AIG Philippines;
Approved the project development and commissioning of the Lower Acupan Bulk mining asset, joint
venture arrangement and the grant of authority to management and the designation of Mr. Isidro
c.
d.
e.
Definitive Information Statement Persuant to SEC Form 20-IS
21
f.
g.
h.
i.
j.
k.
l.
m.
n.
o.
p.
q.
r.
s.
t.
u.
v.
w.
x.
y.
z.
aa.
bb.
22
Alcantara, Jr. and/or FRRA as the authorized representative to pursue all acts, enter into agreement,
and sign documents in relation thereto;
Approved to update resolution on authorized signatories for BC bank account with BDO-Baguio branch
under the account name “BMC Forestry Corp.-Irisan”;
Approved to open bank accounts with Land Bank-Baguio branch for Mine Rehabilitation Fund
(MRF)/Monitoring Trust Fund (MTF) and Rehabilitation Cash Fund (RCF)-Irisan Project;
Approved the reactivation of dormant accounts of BC-Balatoc Tailings Project Final Mine Rehabilitation
and Decommissioning Fund (BC-BTP FMRDP) with UCPB-Baguio Branch;
Approved the authority of Ms. Ma. Mignon de Leon, Ms. Lina Fernandez or Mr. Max Arceño as
designated representative to sign application for BC accreditation with the Bureau of Customs;
Approved the adoption of resolution of appreciation recognizing Mr. Renato A. Claravall’s service and his
contribution to the Company who retired effective June 30, 2015;
Approved the nomination of Mr. Leopoldo S. Sison III, SVP-Nickel Operations, as Company nominee in
BC’s corporate membership with Baguio Country Club and to occupy BCC membership No. 5244;
Approved to re-organize Asset Disposal Committee through its Chairman, Mr. Arsenio K. Sebial, Jr. and
designated as members: Ms. Ma. Mignon D. De Leon, VP-Compliance for Comrel & Environment, Ms.
Lina G. Fernandez, VP-Corporate Planning, Nickel Marketing & Asst. Treasurer and Mr. Max D. Arceño,
VP-Accounting & Treasurer;
Noted and confirmed with no objection on sale of subsidiaries’ assets: BMC’s mango plantation
improvements for P10M purchase price and sale of Calhorr 1 Marine Services Corporation’s Big Hill
Barge for P19M;
Approved the amendment/update to the resolution on authorized officers (1) to file and execute
appropriate complaints and other pleadings before any court, tribunal or administrative bodies, and (2) to
sign and execute the Verification and Certificate of Non-Forum Shopping;
Approved the amendment/update to the resolutions on signatories to: (1) BC Banco de Oro-Session
Road Branch; (2) Banco de Oro-Baguio Branch and United Coconut Planters Bank-Baguio Branch;
Noted the changes in BC organization: (1) appointment of Mr. Dale A. Tongco as Assistant Vice
President-Internal Audit effective August 1, 2015; (2) accepted the resignation of Mr. Virgilio Cawagdan,
Assistant Vice President for Mill and Metallurgical Division, effective July 22, 2015;
Approved the 2016 budget as presented;
Approved and ratified security contracts with Highland Warrior Security Agency (Warrior) and Longinus
Spear Security Agency (Longinus); Contract on the construction of the embankment of the Tailings Dam
II, IIA, III,, Gold Creek and Sabo Dam; Interim Contract of Longinus Spear Security Agency (Longinus)
covering a period of 3-1/2 months from August 1, 2015 to November 15, 2015; Consultancy contract
services with Ms. Edda Henson for the updating of the History book of Benguet Corporation and
Contract between BC and TUV Rheinland for the ISO 14001 Certification Services;
Approved the sale of Acupan’s Falcon Concentrator to Consolacion Rock Materials, Inc. for P1.6M on an
“as is where is” basis;
Approved the grant of Christmas gift to officers and managers equivalent to one month basic salary;
Noted organizational changes in BC: Designation of Atty. Lina G. Fernandez as SVP-Finance effective
November 9, 2015; Designation of Mr. Antonino L. Buenavista as OIC/AVP for the Benguet District –
Benguet Gold Operation effective November 9, 2015; Acceptance of resignation of VP and GM for
Benguet District Operation, Mr. Valeriano B. Bongalos, Jr. effective October 1, 2015; Noted the
designation of Mr. Glenn Duka as Resident Manager of subsidiary, BenguetCorp Nickel Mines, Inc. and
the resignation of Mr. Abelardo Magpali, BNMI COO;
Noted amendments to the Audit Committee Charter;
Approved the audited 2015 BC parent Financial Statements and 2015 BC & Subsidiaries Financial
Statements;
Approved the setting of annual stockholders’ meeting date to June 1, 2016 at 3:00pm with record date of
April 18, 2016 for the stockholders entitled to notice and to vote;
Approved additional investment in, and capital increase of BenguetCorp Laboratories, Inc. (BCLI) for BC
to pay its 64% share corresponding to P56.889M in capital stock by way of conversion to equity of
advances to BCLI or other modes of payment;
Approved Management Advisory Board’s recommendations on various options/ strategy/specific action
plans in relation to BC claims and mining asset properties as follows: (a) Return of APSA 15 (Tuding
Claims), APSA 12 (Gold Creek claims), APSA 11 (owned by Atlas Consolidated); APSA 10 (Baguio Gold
claims) to claimowners with conditions; (b) Exercise option to purchase under Royalty Agreement with
Option to Purchase (RAWOP) on APSA 13; (c) Excise from APSA 09 the Kelly group, Calhorr group and
other claims; (d) Revive Special Use Agreement in Protected Areas (SAPA) application on Bobok area for
eco-tourism project; and (e) Withdraw the Mineral Processing Permit (MPP) renewal application on
Balatoc Tailings Project (BTP) and revert the project back to BC;
Approved Resolution to reactivate BC-Balatoc Tailings Project Rehabilitation Cash Fund (BC-BTP-RCF)
bank account with UCPB-Baguio Branch which has been classified as dormant status and update of
authorized signatories;
Approved amendments to Board resolution to include Mr. ANTONINO L. BUENAVISTA, General
Manager-Benguet District Office as among authorized officers (1) to file and execute appropriate
Definitive Information Statement Persuant to SEC Form 20-IS
complaints and other pleadings before any court, tribunal or administrative bodies and (2) to sign and
execute the Verification and Certificate of Non-Forum Shopping;
cc. Approved amendments to BC-BTP MTF, BC-BTP FMRDF, and BC BTP-SDMP/BC ACMP-SDMP
signatories to include Mr. Antonino L. Buenavista as signatories in lieu of Mr. Valeriano Bongalos;
dd. Approved amendments to BC Retirement Fund successor-Trustees to replace Mr. Rogelio C. Salazar
with Mr. Isidro C. Alcantara, Jr.; amendment of signatories to BC Employees Special Fund and BC
Employees Retirement Trust Fund to replace Mr. Renato Claravall with Mr. Arsenio K. Sebial, Jr.; and
ee. Approved amendment to Board resolution to include Mr. Arsenio K. Sebial, Jr., OIC, and Ms. Eden M.
Barcelona, manager, as authorized BC representatives to deal and transact with BC stock transfer agent
and registrar, Stock Transfer Service, Inc. (STSI), on matters relating to Stockholders Relations and Stock
Certs/Subscription Agreements
A vote of the stockholders representing majority of the outstanding capital stock of the Company is required
for the approval/ratification of Minutes of the May 28, 2015 Annual Stockholders’ Meeting and all acts,
contracts, investments, resolutions, and proceedings made and entered into by Management and/or the
Board of Directors since the Annual Stockholders’ Meeting held on May 28, 2015. Management recommends
a vote FOR these above-stated matters.
OTHER PROPOSED ACTION - Except those referred to in the notice of the annual meeting of stockholders, no other
proposed action shall be taken up in the annual meeting in respect to any matter.
VOTING PROCEDURES - In case of election of directors, the method of counting votes is as follows: If the number of
nominees does not exceed the number of directors to be elected, the Secretary of the meeting, upon motion
made and seconded, is instructed to cast all votes represented at the meeting in favor of the nominees. However,
if the number of nominees exceeds the number of directors to be elected, voting is done by ballots. Counting of
votes shall be done by the Corporate Secretary (or by his authorized representatives) or by independent auditors
or by a Committee designated by the Board of Directors. The first six (6) nominees for Class A (Convertible
Preferred and Common) and first four (4) nominees for Class B (Common) receiving the most number of votes
will be elected as directors. All matters subject to vote, except in cases where the law provides otherwise, shall be
decided by the plurality vote of stockholders present in person or by proxy and entitled to vote thereat, provided
that a quorum is present.
PART II. INFORMATION REQUIRED IN A PROXY FORM
Identification - The solicited proxies will be voted by the representative of the Company, Mr. Benjamin Philip G.
Romualdez, Vice Chairman, President & Chief Executive Officer, and/or Atty. Hermogene H. Real, Corporate
Secretary, and each or any of them as attorney(s)-in-fact, with the power of substitution to vote as proxy in all
matters to be taken in the annual stockholders’ meeting on June 1, 2016 and at any and all other adjournment
thereof.
Instruction - Instructions on how to complete and return the proxy are provided in the proxy form and in the
notice of annual meeting of stockholders. As in the previous annual stockholders’ meetings of the Company, the
committee of validation of proxies are composed of representatives from the Company’s external auditor (Sycip
Gorres Velayo & Company), stock transfer agent (Stock Transfer Service, Inc.), and its Corporate
Secretary/Assistant Corporate Secretary. The committee adheres to the procedural requirements governing
conduct in the validation of proxies as set forth in the By-Laws and procedures under Paragraph 11 (b) of SRC
Rule 20.
Revocability of Proxy - A stockholder giving a proxy has the power to revoke it at any time before the right
granted is exercised. In the event a stockholder decides to attend the meeting, he may, if he wishes, revoke his
proxy and vote his shares in person. The grant of authority in the election of directors is subject to the lifting of
TRO. In case no election of directors is held on the date of the Annual Stockholders’ Meeting on June 1, 2016, the
proxy will still be valid for ninety (90) days from said date, or up to August 30, 2016 and can still be exercised in
the event the TRO is lifted after the June 1, 2016 Stockholders’ Meeting and an election is ordered within the said
ninety (90) day-period.
Persons Making the Solicitation -The solicitation of proxies is made by or on behalf of the management of the
Company in order to obtain the required quorum and the required vote to approve the subject matters to be taken
in the annual stockholders’ meeting of the Company. The solicitation is primarily by mail. Incidental personal
solicitation may be made by officers, directors and regular employees of the Company whose number is not
expected to exceed fifteen, and who will receive no additional compensation therefor. The Company will bear the
cost of preparing, assembling and mailing this Information Statement and other materials furnished to
stockholders in connection with such proxy solicitation (including nominal cost of any such incidental personal
solicitation) and the expenses of brokers, who shall mail such materials to their customers. Estimated cost of
distributing the annual report together with the proxy statement/card locally is at P50.00 per envelope and
P800.00 per envelope for foreign stockholders. In the United States, total cost of mailing is about $31,500. The
Company retained Georgeson Inc. to assist in the solicitation of proxies from the United States. The firm may
Definitive Information Statement Persuant to SEC Form 20-IS
23
solicit proxies by personal interview, telefax, telephone, mail and electronic mail. It is expected that the fee for
these services will not exceed US$15,500 plus reimbursement of customary out-of-pocket expenses.
No director has informed the Company in writing of any intention to oppose the matters to be taken up in the
annual meeting.
OMITTED ITEMS: 8 – Compensation Plans; 9 Authorization or Issuance of Securities other than for Exchange; 12 –
Mergers, Consolidations, Acquisitions and Similar Matters; 13 - Acquisition or Disposition of Property; 14 –
Restatement of Accounts and 17 – Amendment of Charter, ByLaws or Other Documents, are not responded to in
this Information Statement under SEC Form 20-IS. The Company has no intention to take any action with respect
to these items.
Incorporated herein are the following:
1. Annex “A” - Management Report containing Management’s Discussion and Analysis of Financial Position and
Results of Operations for 2015 compared to 2014 and 2013, Market Price of and Dividends of the Company’s
Common Equity and Compliance of Leading Practices on Corporate Governance and 2015 Annual
Corporate Governance Report (2015 ACGR) which is contained in the printed 2015 Annual Report of the
Company;
2. Index to the Financial Statements and Supplementary Schedules for the year 2015;
3. Annex “B” – Sworn Certificate of Qualification of Independent Director, Bernardo M. Villegas
4. Annex “C” – Sworn Certificate of Qualification of Independent Director, Alberto C. Agra.
5. 2015 Audited Consolidated Financial Statements with Management’s Responsibility for Financial Statements
is contained in the printed 2015 Annual Report of the Company.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
report is true, complete and correct. This report is signed in the City of Makati on April 27, 2016.
BENGUET CORPORATION
Issuer
By:
HERMOGENE H. REAL
Corporate Secretary
24
Definitive Information Statement Persuant to SEC Form 20-IS
MANAGEMENT REPORT
Annex “A”
BRIEF DESCRIPTION OF BUSINESS
Benguet Corporation (the “Company”, “Benguet”) is the oldest mining company in the Philippines and is the
country’s recognized pioneer of modern mining. Established on August 12, 1903 as Benguet Consolidated
Mining Company, the Company’s 112 years of existence is a testament of its adaptability and resiliency in the
face of changes brought about by global events, natural calamities, economic conditions and industry trends.
Benguet was reorganized and registered with the Securities and Exchange Commission (SEC) on June 18, 1956
under the name Benguet Consolidated, Inc. Benguet is now on its third fifty-year corporate life, the extension
having been approved by the SEC on June 18, 2006. Having been listed in the Philippine Stock Exchange since
January 4, 1950, it is one of the most widely held public companies in the country with 16,897 stockholders of
record, with 16.55% of its outstanding shares owned by foreign nationals and institutions, as of December 31,
2015.
In the 1980’s, following its name change to the now “Benguet Corporation”, the Company’s stature peaked as it
simultaneously operated its five major mines: Benguet Gold Operations (BGO), Benguet Antamok Gold Operation
(BAGO), Dizon Copper-Gold Operation (DCO), Masinloc Chromite Operation (MCO), and Paracale Gold
Operation (PGO).
In the 1990s, as the Philippine mining industry went through a difficult period, the Company likewise suffered a
decline. Its operations were gravely affected by natural calamities such as the Baguio earthquake in 1990 and the
Mount Pinatubo eruption in 1991, countless typhoons, and other external factors such as low metal prices and the
1997 Asian currency and economic crisis. All these led to the suspension of operations of the Company’s BGO in
1992, PGO in 1993, BAGO in 1998; and the Company’s decision to sell its remaining interest in DCO in 1997.
The Company also turned over MCO to the claim owner in July 2007 due to the expiration of the operating
contract.
In 2003, it reopened BGO on a limited scale through the Acupan Contract Mining Project (ACMP) now renamed
as the Acupan Gold Project (AGP), developed Sta. Cruz Nickel Project (SCNP) in 2007, and continued to review
and package its various mineral properties for future development or sale. It invested in the development of the
Sta. Cruz Nickel, Balatoc Tailings, and Surigao Coal projects, and the expansion of AGP. It continued to hold
interest in the Acupan Gold, Ampucao Gold Copper, Pantingan Gold, Benguet Oreline Contract Operation
(BOLCO), and the Ilocos Norte and the Kalinga Financial or Technical Assistance Agreement (FTAA) prospects.
Aside from mining and mineral exploration, the Company ventured into various projects through several wholly
owned subsidiaries. It is engaged in healthcare and diagnostics services through its expanding BenguetCorp
Laboratories, Inc., mining logistics through Arrow Freight Corporation, trading of industrial equipment and supplies
through Benguetrade, Inc., port services through Keystone Port Logistics and Management Services Corporation,
shipping services through Calhorr 1 Marine Services Corporation and Calhorr 2 Marine Services, Inc., and real
estate development and lime production through BMC Forestry Corporation.
For the past three years, the Company has not been into any bankruptcy, receivership or similar proceeding and
is not in any material reclassification, merger, consolidation, or purchase or sale of significant amount of assets
not in the ordinary course of business.
MINING OPERATIONS
- Acupan Gold Project (AGP) in Benguet Gold Operation (BGO) in Itogon, Benguet Province: AGP
[formerly Acupan Contract Mining Project (ACMP)] has gold production in 2015 that totaled 12,940 ounces,
lower as compared to 14,258 ounces in 2014 and higher as compared to 11,967 ounces in 2013. The average
grade of ore milled for this year was better at 5.38 grams gold per ton against 4.38 grams gold per ton in 2014
and 4.88 grams gold per ton in 2013. AGP ended the year 2015 with an average milling rate of 229 tons per
day (tpd), lower as compared to average milling rate of 332 tpd in 2014
- Sta. Cruz Nickel Project (SCNP) in Sta. Cruz, Zambales Province: The Sta. Cruz Nickel Project (SCNP) is a
surface mining operation of Benguetcorp Nickel Mines, Inc. (BNMI), a wholly owned subsidiary of the Company.
BNMI exported a total of 1.547 million tons of nickel ore, of which 1.072 million tons comprise 1.5 Ni grade as
compared to 1.064 million tons ranging from 1.51% to 1.88% Ni grade in 2014 and 1.007 million tons ranging
from 1.65% to 1.88% Ni grade in 2013. BNMI was able to capitalize on higher nickel prices in the first quarter of
2015 by shipping 13 boatloads of stockpiled 1.50% nickel ore at an average price of $41.08 per ton. Nickel
prices, however, steadily dropped during the year with LME nickel prices starting the year nearing $16,000/ton
and plummeting to almost half at $8,708/ton at the close of 2015. BNMI continued the push for higher volume
to keep pace with its target bottom line as prices decline.
Definitive Information Statement Persuant to SEC Form 20-IS
25
- Irisan Lime Project (ILP) in Baguio City: ILP produced 7,892 tons of quicklime in 2015, lower as compared to
the 2014 level of 9,906 tons and 9,102 tons in 2013. Currently, ILP has production capacity of 1,800 tons of
quicklime per month for the three (3) kilns operation.
EXPLORATION, RESEARCH AND DEVELOPMENT
- Balatoc Tailings Project (BTP) in Itogon, Benguet Province: The project was temporarily suspended
pending the review of its mineral resource report, metallurgical and technical processes and its financial impact.
In the meantime, the renewal of BTP’s Mineral Processing Permit (MPP) is underway with the submission of
supporting documents.
- AntamokTailings Project (ATP) in Itogon, Benguet Province: The Antamok Tailings plays a strategic role as
the tailings dam are part of the old BAGO where the company has to perform or comply with the ECC’s Final
Mine Rehabilitation and Development Plan (FMRDP). BAGO’s former open pit was found viable as a water
reservoir and with a proposed water treatment plant, the Company won on August 16, 2005 the bidding for a
Bulk Water Project (BWP) in Baguio City. BWP was accepted as a compliance to the FMRDP. Delayed by a
court case for almost a decade, the BWP has lately been moved by the city government with several big
players interested. While the Company’s preferred land use of its Antamok mined-out open pit is the bulk water
project, the Company can easily amend the land use from conversion to water reservoir to engineered sanitary
landfill should there be a viable prospect for landfill project in the future.
- Ampucao Copper-Gold Prospect in Itogon, Benguet Province: The Ampucao is a viable prospect for the
discovery of a typical deep-seated porphyry copper-gold deposit corresponding to the surface and underground
initial geological evaluation works done by the geologists of Benguet Corporation (BC). Copper bearing
formation hosted by intensely silicified quartz diorite was delineated dout cropping on a river within the Hartwell
claims and at the mine levels of 1500 and 2300 of BC’s Acupan Mine. A one-(1) kilometer long deep hole of
surface drilling has been suggested to probe the down-dip extension of the projected mineralization in the
Ampucao prospect, but this activity has been put on-hold pending the resolution of the Application for
Production Sharing Agreement (APSA).
- Pantingan Gold Prospect in Bagac, Bataan Province: The Pantingan gold prospect is covered by Mineral
Production Sharing Agreement (MPSA), officially designated as MPSA No. 154-2000-III, and it has an
aggregate area of 1,410.25 hectares. Benguet Corporation (BC) has a Royalty Agreement with Option to
Purchase with Balanga-Bataan Mineral Corporation (BBMC) signed in March 1996. The Pantingan property is a
viable prospect for epithermal gold mineralization. The Company has designed a drill program to assess and
probe the behavior of the mineralization exposed on the surface. For 2015, a team of geologists has completed
a semi-detailed survey and the accompanying follow-up study of this prospect as fulfillment of its two (2) year
Exploration Work Program. Your Company has likewise submitted the necessary Environmental and
Exploration Work Programs required for 2015.
- Zamboanga Gold Prospect (BOLCO) in R.T. Lim Zamboanga del Sur: Benguet Corporation (BC) signed an
operating agreement with Oreline Mining Corporation to explore and operate the property within a 399.03
hectares area. The property is about 150 kilometers northeast from Zamboanga City. It straddles the common
boundary of R.T. Lim, Zamboanga Sibugay and Siocon, Zamboanga del Norte. The Company has joined the
resumption of FPIC discussions this year with the NCIP. The Financial Work Plan for the implementation of the
FPIC will be finalized and completed in 2016 which the Company plans to review within the timetable
prescribed in the agreements before implementation.
- Surigao Coal Project in Lianga, Surigao del Sur: Benguet Corporation (BC) acquired a coal property in
Surigao del Sur under a Royalty Agreement with Diversified Mining Company in 1980’s. The property consists
of 12-coal blocks measuring to a total area of 12,000 hectares. Six-(6) coal blocks were extensively explored by
way of mapping, trenching, drilling, geophysics, electrical logging and topographic surveying. The Company is
in the process of completing its work program to extend the exploration permit (EP) on the property.
- Financial Technical Assistance Agreement: Benguet Corporation (BC) through its subsidiary company
Sagittarius Alpha Realty Corporation (SARC) holds two (2) pending applications for Financial Technical
Assistance Agreement (FTAA) denominated as AFTA No. 003 and AFTA No. 033. AFTA No. 003 with an area
of 21,513.37 hectares is within the provincial jurisdiction of Ilocos Norte, whereas AFTA No. 033 consisting of
51,892.92 hectares is situated in Apayao province. Both mineral claims lies within the porphyry copper-gold and
epithermal gold mineralization belt of Northern Luzon and are still greenfield for mineral exploration. BC had
already negotiated and signed four-(4) out of the five-(5) Memorandum of Agreement (MOA) with the
Indigenous People (IP) of Ilocos Norte and now awaiting confirmation from the National Commission on
Indigenous Peoples (NCIP) of the Free, Prior and Informed Consent (FPIC) process.
SUBSIDIARIES AND AFFILIATES
- Benguet Management Corporation (BMC), a wholly-owned subsidiary of the Company was incorporated in the
Philippines and registered with the Securities and Exchange Commission (SEC) in 1980. It was established to
manage and conduct the non-mining businesses of the Company.
26
Definitive Information Statement Persuant to SEC Form 20-IS
BMC and its subsidiaries institutionalized cost management programs especially in those engaged in mining
services to address the challenges posed by the continued slump of metal prices since the second quarter of
2015. It continues to maintain the mango plantation in Iba, Zambales. Following are its subsidiaries:
1. Arrow Freight Corporation (AFC) is BMC’s logistics company that provides mining, earthmoving, road
2.
3.
4.
construction and maintenance, and hauling equipment services. Currently, AFC is the general contractor
for BenguetCorp’s Santa Cruz Nickel Project where it has deployed various equipment: excavators,
bulldozers, graders, compactors, loaders, water trucks, and dump trucks. AFC is also capable of providing
warehouse management services, product distribution, cargo storage and freight services.
BMC Forestry Corporation (BFC) manages the Irisan Lime Plant. It continue to develop and sale
Company’s real estate assets in Northern Luzon and one of which real estate project is the Woodspark
Subdivision in Rosario, La Union.
Benguetrade, Inc. (BTI) is BMC’s trading arm primarily dealing with industrial and environmental equipment
and supplies requirements of both mining and non-mining companies. BTI is expanding its marketing
product mix to offer lines and services to outside clients and to increase its market scope and coverage. It
is likewise taking major role in promoting BenguetCorp’s various products and services and disposable idle
assets.
Keystone Port Logistics Management & Services Corporation (KPLMSC) was organized to deal with port
operations and cargo, and to handle the export shipment of BNMI’s nickel ore through Calhorr 1 Marine
Services Corporation and Calhorr 2 Marine Services, Inc. KPLMSC handles the port operations of BNMI
port in Candelaria, Zambales
- In 1988, the Company acquired BenguetCorp International Limited (BIL), a Hongkong-based and 100% owned
subsidiary for international operations, which remains largely inactive. BIL’s wholly-owned subsidiaries,
BenguetCorp Canada Limited (BCL) in Vancouver, B.C. and BenguetCorp USA Limited (BUSA) in Nevada,
U.S.A. continue to hold interest as the claimowner of about 259 hectares of mineral property for gold/silver at
Royston Hills, Nevada, U.S.A., which is currently being offered for joint venture or sale to interested parties.
- BenguetCorp Laboratories Inc. (BCLI), the healthcare services subsidiary of the Company, is currently
operating five (5) clinic facilities established in SM City and Centermall Baguio City, San Fernando Pampanga,
SM City Taytay, Rizal and Makati Oncology Clinic. The clinic offers a complete range of primary healthcare and
diagnostic services to the public, all conveniently located for easy access by its patients. BCLI will continue its
consolidation and growth in 2016, and in the coming years, by focusing on strengthening its “patient-first”
delivery of medical services in areas outside Metro Manila. This commitment remains true to the heart of its
company’s vision to deliver quality healthcare services to underserved communities.
FINANCIAL AND OTHER INFORMATION
The Statement of Management’s Responsibility for Financial Statements; Auditors’ PTR, Name of Certifying
Partner & Address and the Audited Consolidated Financial Statements of the Company as of and for the year
ending December 31, 2015 are contained in the 2015 Annual Report and incorporated hereto by reference.
MANAGEMENT DISCUSSION & ANALYSIS & PLAN OF OPERATION
The management’s discussion and analysis of financial position and results of operations of the Company should
be read in conjunction with the audited consolidated financial statements of the Company as of and for the period
ended December 31, 2015 which is incorporated hereto by reference. All necessary adjustments to present fairly
the consolidated financial position, results of operations, and cash flows of the Company as of December 31,
2015, and for all the other periods presented, have been made.
The financial information for the three years ended December 31, 2015, 2014 and 2013 are as follows:
A.
FOR THE YEARS ENDED DECEMBER 31, 2015 VERSUS. 2014
CONSOLIDATED RESULTS OF OPERATIONS
For the year 2015, the Company registered a consolidated net income of P200.7 million, 106% higher than
P97.2 million in 2014. The increase in net income was the net effect of the following:
The Company generated consolidated revenues of P3.258 billion for the year 2015, 8% higher than P3.018
billion in 2014. Despite the decline in metal prices, revenues increased due to bigger volume of nickel ore
shipped. In 2015, BNMI shipped 29 boatloads totaling 1.547 million tons at an average price of US$33.55 per
ton if based on original price, US$34.51 if with adjustment in grade and moisture compared to 20 boatloads
totaling 1.064 million tons last year at an average price of US$39.69 per ton, if based on original contract
(US$41.55 per ton if with adjustment in grade and moisture).
Cost and operating expenses increased to P2,819.9 million in 2015 from P2,677.7 million in 2014 mainly due
to increase in cost of mine products sold and services as a result of higher tonnage of nickel ore sold in
2015.
Definitive Information Statement Persuant to SEC Form 20-IS
27
Interest expense significantly decreased to P37.7 million from P86.1 million in 2014. The decrease is mainly
due to the settlement of the Amsterdam Trade Bank (ATB) and regular principal loan payment of Malayan
Bank and PhilExim loans.
Other expense of P102.7 million in 2014 was mainly due to losses of P137.2 million on disallowed input
VAT, write-off of receivables and disposal of barge equipment partly offset by gain on revaluation of
investment property amounting to P42.9 million and gain on sale of AFC property in Valenzuela amounting to
P5.7 million. The other expense of P142.7 million in 2014 was mainly due to demurrage amounting to P96.2
million due to the suspension of BNMI operation
Provision for income tax in 2015 amounted to P96.8 million, higher than P13. 9 million in 2014. The increase
is mainly due to income tax expense of BenguetCorp Nickel Mines, Inc. (P92.7 million), Arrow Freight
Corporation (P9.8 million) and Keystone Port Logistics and Management Services Corporation (P5.4 million).
FINANCIAL POSITION
Assets
The Company’s consolidated total assets as of December 31, 2015 stood at P 6.7 billion, lower than P7.1
billion in 2014. The decline is the net effect of the following:
Cash and cash equivalents decreased by P110.6 million mainly due to cash used by operating activities,
equipment purchases for expansion of the Acupan Gold Project and settlement of bank loan and other
obligations.
Trade and other receivables decreased by P180 million or 18% to P808 million from P988 million mainly from
collection of nickel ore shipped in 2014 and 2015.
Inventories increased by P41 million or 43% to P136 million from the 2014 level of P95 million mainly due to
increased in production of beneficiated nickel ore.
The decline in Assets classified as held for sale pertains to the disposal of land and property, plant and
equipment of Arrow Freight Corporation (AFC) in Valenzuela City.
Property, plant and equipment at cost decreased to P1,301.7 million in 2015 from P1,402.4 million in 2014.
The decrease is mainly due to the disposal of barge equipment and reclassification of deferred mine
exploration cost to mining properties and mine development cost.
Increase of investment property by 26% to P209.6 million from P166.7 million in 2014 pertains to the gain
of P42.9 million from the revaluation of the investment property conducted by an independent appraisers on
September 18, 2015.
Deferred mine exploration cost slightly decreased to P544 million from P573 million in 2014 due to
reclassification of deferred mine exploration project to mining properties and mine development cost.
Liabilities
Total consolidated liabilities as of December 31, 2015 amounted to P2.8 billion, 22% lower than last year.
The decreased was due to the following:
Trade and other payables decreased by P531 million or 38% mainly due to repayment to various contractor
and suppliers of BNMI and Acupan Gold Project.
Loans payable decreased by P124 million or 14% mainly due to the settlement of Amsterdam Trade Bank
(ATB) loan and regular servicing of PhilExim loan.
Deferred income tax liabilities slightly decreased to P726 million from P750 million in 2014 mainly due to
decreased in capitalized interest
Liability for mine rehabilitation decreased by P13 million or 26% due to adjustment on capitalized cost based
on the revised estimate of the mine rehabilitation and decommissioning cost.
Pension liability slightly increased to P76.8 million from P73.0 million in 2015 due to additional personnel
hired during the year.
Obligations under finance lease decreased on account of the repayment made during the year with BDO
Leasing.
28
Definitive Information Statement Persuant to SEC Form 20-IS
Decrease in noncurrent liabilities to P331 million from P389 million in 2015 pertains to repayment of
advances to nickel off-take buyers..
Equity
Stockholders Equity at year-end amounted to P3,813.7 million 9% higher than P3,501.8 million in 2014. The
increased is attributed to the following:
Capital Stock and Capital surplus increased by P29.3 million and P74.3 million, respectively, due to the
private placement of RYM Business Management Corporation (RBMC) pursuant to the Memorandum of
Agreement on August 23, 2013, representing the second tranche of the private placement in the Parent
Company.
Retained earnings increased by P253 million or 14% to P2.1 billion from P1.8 billion in 2014 mainly due to
the net income of P200.7 million this year.
Consolidated Cash Flow
The net cash used by operating activities in 2015 amounted to P20 million compared to net cash flow of P497
million in 2014. The net cash generated by operation this year was used in the settlement of various trade
and income tax liabilities.
In 2015, the Company invested P56 million in various mine equipment for the expansion of its Acupan Gold
Project and Sta. Cruz Nickel Operation
With the improved results of operation, additional investment from RYM Business Management and new loan
obtained from Trans Middle East Phils Equities, the Company was able to reduced debt by P332 million.
Other information on Management Discussion and Analysis of Financial Position and Results of
Operations is also discussed and presented in the Chairman’s and President’s Statement and
Management Report which is contained in the printed 2015 Annual Report of the Company .
Key Performance Indicators
Working Capital- Working capital (current assets less current liabilities) and current ratio (current assets over
current liabilities) measures the liquidity or debt paying ability of the Company. As of December 31, 2015, the
Company’s current ratio is 1.04:1 versus 0.91:1 in 2014.
Metal Price- The market price of gold in the Banko Sentral ng Pilipinas which is based from the world spot
market prices provided by the London Metal Exchange for gold is the key indicator in determining the
Company’s revenue level. The average market prices for gold sold were at US$1,162 per ounce in 2015 and
US$1,271.40 per ounce in 2014.
Tons Mill and Ore Grade- Tons milled and ore grade determine gold production and sales volume. The
higher the tonnage and ore grade, the more gold are produced and sold. Tons milled in 2015 were 84,421
with average grade of 5.38 grams per ton gold. Gold sold in 2015 were 12,940 ounces. In 2014, tons milled
were 119,554 with average grade of 4.38 grams per ton gold. Gold sold in 2014 were 14,257.92 ounces.
Foreign Exchange Rate- The Company’s sales proceeds are mainly in U.S. dollars, a higher Philippine peso
to U.S. dollar exchange rate means higher peso sales but would also reflect a foreign exchange loss on the
restatement of the Company’s dollar obligations. Conversely, a lower exchange rate reduces the Company’s
revenue in pesos but brings foreign exchange income on the loans. As of December 31, 2015, the peso to
dollar exchange rate was at P47.06 higher as compared to P44.72 in 2014.
Earnings Per Share- The earnings per share reflect the Company’s bottom line operating results expressed
in amount per share of the Company’s outstanding capital stock. Assuming a constant outstanding number of
shares, as a Company’s earnings increase, the earnings per share correspondingly increase. The Company
earnings per share in 2015 is P1.01, 98% higher compared to earnings per share of P0.51 in 2014.
Known Trends, Events or Uncertainties
The Company does not foresee within the next twelve months any cash flow or liquidity problems. AGP
continues increase gold production due to ongoing exploration and drilling programs to upgrade its capacity,
ILP maintains steady market of quicklime and BNMI has assured market for high and low grade nickel ores
under off-take agreements with Bright Mining & Resource Company Ltd., and LS Networks Company, Ltd.
Within the ensuing twelve months, the Company anticipates changes in the number of employees due to
retirement of employees of its Acupan Gold Project in Itogon, Benguet and Sta. Cruz Nickel Project in
Zambales.
Definitive Information Statement Persuant to SEC Form 20-IS
29
There is no known event that will trigger direct or contingent financial obligation that is material to the
Company, including any default or acceleration of an obligation that have not been booked although, the
Company could be contingently liable for lawsuits and claims arising from the ordinary course of business
which are not presently determinable. The Parent Company’s outstanding principal debt subject to the 1992
Restructuring Agreement was reduced to P120.6 million. The Company remains committed to a final and
comprehensive settlement of all the old debt or to arrange a suitable restructuring of the remaining
obligations.
There is no material off-balance sheet transactions, arrangement, obligations, and other relationship of the
Company with unconsolidated entities or other persons that the Company is aware of during the reporting
period.
Other than what have been discussed in their respective sections above, there are no material events or
uncertainties known to management that had material impact on past performance, or that would have a
material impact on the future operations, in respect of the following:
•
Known trends, demands, commitments, events or uncertainties that would have a material impact on
the Company;
•
Material commitments for capital expenditures that are reasonably expected to have a material impact
on the Company’s short-term or long-term liquidity;
•
Known trends, events or uncertainties that have had or that are reasonably expected to have a material
favorable or unfavorable impact on net sales/revenues/income from continuing operations;
•
Significant elements of income or loss that did not arise from the Company’s continuing operations;
•
Seasonal aspects that had a material impact on the Company’s results of operations; and
•
Material changes in the financial statements of the Company from the year ended December 31, 2015
to December 31, 2014.
B. FOR THE YEARS ENDED DECEMBER 31, 2014 VERSUS 2013
CONSOLIDATED RESULTS OF OPERATIONs
For the year 2014, the Company registered a consolidated net income of P97.2 million, significantly higher
than P7.7 million in 2013. The increase in net income was the net effect of the following:
The Company generated consolidated revenues of P3,017.6 million for the year 2014, 30% higher as
compared to P2,313.1 million in 2013 mainly due to increase in average nickel price from US$30.46 per ton
if based on original price, US$30.57 per ton if with adjustment in grade and moisture to US$39.69 per ton, if
based on original contract (US$41.55 per ton if with adjustment in grade and moisture) and increase in gold
revenue due to higher production of gold from 11,967 to 14,257.92 ounces this year partly offset by the
decrease in gold price from average price of US$1,409 per ounce in 2013 to US$1,271.40 per ounce in 2014.
Cost and operating expenses increased to P2,677.7 million in 2014 from P2,405.7 million in 2013 mainly due
to increase in cost of mine products sold and services as a result of higher tonnage of nickel ore sold in
2014.
Interest expense significantly decreased to P86.1 million from P126.1 million in 2013. The decrease is mainly
due to the regular principal debt amortization of Amsterdam Trade Bank (ATB), Malayan Bank and PhilExim
loans.
Other expense of P142.7 million in 2014 was mainly due to demurrage amounting to P96.2 million due to the
temporary suspension of BNMI operation. The other income of P216.7 million in 2013 is mainly attributable to
the reversal of impairment loss on the Kelly-Ampucao Project and reversal of accrual interest on the loan
from Lazard.
Provision for income tax in 2014 amounted to P13.9 million as compared to benefit from income tax of P9.7
million in 2013. The difference is mainly due to income tax expense of BNMI amounting to P60 million.
FINANCIAL POSITION
Assets
The Company’s consolidated total assets as of December 31, 2014 stood at P7,122.2 million, slightly lower
than P7,185.0 million in 2013. The slight decline is the net effect of the following:
Cash and cash equivalents decreased by P100.3 million mainly due to cash used by operating activities,
equipment purchases for expansion of the Acupan Gold Project and settlement of bank loan and other
obligations.
Inventories decreased by P201.1 million or 68% from the 2013 level of P296.0 million to P94.9 million in 2014
mainly due to the sale of nickel ore and the suspension of extraction of ore from July to December 2014. The
30
Definitive Information Statement Persuant to SEC Form 20-IS
suspension was brought about by the issuance of Cease and Desist Order (CDO) on the ore transport
operation of BNMI from June 2014 to January 2015 by Environmental Management Bureau (EMB) and the
issuance of suspension of extraction of ores and future expansion of mining areas in BNMI by the Mines and
Geo-Sciences Bureau (MGB) covering July 2014 to February 2015.
Other current assets increased to P719.6 million from P556.6 million in 2013. The increased is attributed to
the accumulated unapplied input VAT and creditable withholding tax.
Assets classified as held for sale pertains to the land and property, plant and equipment of Arrow Freight
Corporation (AFC) in Valenzuela City.
Property, plant and equipment at revalued amount – land decreased by P52.0 million or 2% mainly due to the
reclassification of AFC land in Valenzuela city and property, plant and equipment under “Assets classified
as held for sale”.
Property, plant and equipment at cost increased to P1,367.8 million in 2014 from P992.7 million in 2013. The
increase is mainly due to the acquisition of mining equipment for the expansion of the Acupan Gold Project
and reclassification of deferred mine exploration cost to mining properties and mine development cost.
Deferred mine exploration cost decreased by P362.4 million to P615.9 million from P978.2 million in 2013
due to reclassification of deferred mine exploration project to mining properties and mine development cost.
Other non-current assets increased by 13% to P496.0 million from P438.6 million mainly due to advances for
various exploration projects and Mine Rehabilitation Fund in compliance with the requirements of DAO No.
96-40.
Liabilities
Total consolidated liabilities as of December 31, 2014 amounted to P3,610.3 million, 4.9% lower than last
year. The decreased was due to the following:
Increased in trade and other payables by P371.5 million pertain to import and local purchases of equipment,
various parts and supplies and mining and hauling contract services used in the operations of BNMI and
Acupan Gold Project. These are non-interest bearing and are normally settled on 60 to 90 days’ term.
Loans payable decreased by P718.5 million or 44% mainly due to the regular principal payment of
amortizations of Amsterdam Trade Bank (ATB) and PhilExim loans.
Deferred income tax liabilities decreased by P58.4 million or 7% due to write-off of excess of accelerated
deduction of mining exploration and development costs over depletion and exploration costs, excess of
accelerated depreciation over normal depreciation of property, plant and equipment and others.
Liability for mine rehabilitation decreased by P9.4 million or 16% due to adjustment on capitalized cost based
on the revised estimate of the mine rehabilitation and decommissioning cost.
Pension liability decreased by P20.1 million to P73.0 million in 2014 from P93.1 million in 2013 due to
recognition of actuarial gains based on latest actuarial valuation.
Obligations under finance lease decreased on account of the repayment made during the year with BDO
Leasing.
Increased in other noncurrent liabilities to P388.9 million from P139.8 million in 2013 pertain to additional
advance payment received from nickel customers. The advances from nickel customers will be applied
against future receivables.
Equity
Stockholders Equity at year-end amounted to P3,511.9 million 4% higher than P3,388.6 million in 2013. The
increased is attributed to the following:
Capital Stock and Capital surplus increased by P54.0 million and P108.0 million, respectively, due to the
private placement of RYM Business Management Corporation (RBMC) pursuant to the Memorandum of
Agreement on August 23, 2013 between the Company and RBMC and Stocks Subscription Agreement dated
September 20, 2013.
Other components of equity decreased by P172.7 million mainly due to reclassification of P162 million
deposits for future subscription by RBMC to capital stock and capital surplus account. The reclassification is
brought about by the issuance of Benguet Corporation a total of 7,169,003 Class “A” and 10,830,997 Class
“B” common shares on March 20, 2014 to RBMC.
Definitive Information Statement Persuant to SEC Form 20-IS
31
Retained earnings increased by 6% than 2013 level of P1,615.8 million due to the registered net income of
P97.2 million in 2014.
Consolidated Cash Flow
The cash provided by operating activities improved to P586.2 million in 2014 from P348.3 million in 2013
primarily due to higher income posted by the nickel operations in Zambales.
In 2014, the Company invested P148.5 million in mine equipment for the expansion of its Acupan Gold
Project and Sta. Cruz Nickel Operation, P79.6 million in various exploration project and mine rehabilitation
fund and other non current assets.
With the improved results of operation and additional advances from nickel customers, the Company was
able to reduced debt by P933.9 million.
Key Performance Indicators
Working Capital- Working capital (current assets less current liabilities) and current ratio (current assets over
current liabilities) measures the liquidity or debt paying ability of the Company. As of December 31, 2014, the
Company’s current ratio is 0.79:1 versus 0.88:1 in 2013.
Metal Price- The market price of gold in the Banko Sentral ng Pilipinas which is based from the world spot
market prices provided by the London Metal Exchange for gold is the key indicator in determining the
Company’s revenue level. The average market prices for gold sold were at US$1,271.40 per ounce in 2014
and US$1,409 per ounce in 2013.
Tonnes Mill and Ore Grade- Tons milled and ore grade determine gold production and sales volume. The
higher the tonnage and ore grade, the more gold are produced and sold. Tons milled in 2014 were 119,554
with average grade of 4.38 grams per ton gold. Gold sold in 2014 were 14,257.92 ounces. In 2013, tons
milled were 88,755 with average grade of 4.96 grams per ton gold. Gold sold in 2013 were 11,967 ounces.
Foreign Exchange Rate- The Company’s sales proceeds are mainly in U.S. dollars, a higher Philippine peso
to U.S. dollar exchange rate means higher peso sales but would also reflect a foreign exchange loss on the
restatement of the Company’s dollar obligations. Conversely, a lower exchange rate reduces the Company’s
revenue in pesos but brings foreign exchange income on the loans. As of December 31, 2014, the peso to
dollar exchange rate was at P44.72 higher as compared to P44.40 in 2013.
Earnings Per Share- The earnings per share reflect the Company’s bottom line operating results expressed
in amount per share of the Company’s outstanding capital stock. Assuming a constant outstanding number of
shares, as a Company’s earnings increase, the earnings per share correspondingly increase. The Company
earnings per share in 2014 is P0.51 compared to earnings per share of P0.04 in 2013. With the anticipated
shipments of nickel ores in the Sta. Cruz Nickel Project and projected improvement in gold production of
ACMP, the Company anticipates an improvement in its earnings per share in 2015.
Known Trends, Events or Uncertainties
The Company does not foresee within the next twelve months any cash flow or liquidity problems. AGP
continues increase gold production due to ongoing exploration and drilling programs to upgrade its capacity,
ILP maintains steady market of quicklime and BNMI has assured market for high and low grade nickel ores to
signing of off-take agreements with Minecore Resources Inc., Bright Mining & Resource Company Ltd., and
LS Networks Company, Ltd. In addition, the Company’s Board of Directors approved on August 23, 2013 the
private placement of RYM Business Management Corporation (RBMC) where RBMC to infuse additional
capital of up to P250 Million in exchange for equivalent number of shares (27,777,777 common shares) of the
Company at the mutually agreed price of P9.00 for both Class A and Class B shares. The subscription or
placement is divided into two transactions. The first transaction was completed on March 20, 2014 upon full
payment of P162 Million on September 20, 2013 by RBMC to the Company and the listing of the subscribed
shares was approved by the PSE on March 19, 2014. The second transaction shall be in the form of an
option for RBMC to subscribe to 9,777,777 common shares out of the new capital increase and to be
effective when the Company obtained approval of the increase of its Authorized Capital Stock by its
stockholders and with the SEC. The stockholders of the Company approved the increase in authorized
capital stock in the May 28, 2014 annual stockholders’ meeting and Company’s application for its increase in
authorized capital stock is for filing with the SEC.
Within the ensuing twelve months, the Company anticipates changes in the number of employees due to
reduction of manpower of its Acupan Gold Project in Itogon, Benguet and Sta. Cruz Nickel Project in
Zambales.
There is no known event that will trigger direct or contingent financial obligation that is material to the
Company, including any default or acceleration of an obligation that have not been booked although, the
32
Definitive Information Statement Persuant to SEC Form 20-IS
Company could be contingently liable for lawsuits and claims arising from the ordinary course of business
which are not presently determinable. The Parent Company’s outstanding principal debt subject to the 1992
Restructuring Agreement was reduced to P117 million or only 10% of the original principal. The Company
remains committed to a final and comprehensive settlement of all the old debt or to arrange a suitable
restructuring of the remaining obligations.
There is no material off-balance sheet transactions, arrangement, obligations, and other relationship of the
Company with unconsolidated entities or other persons that the Company is aware of during the reporting
period.
Other than what have been discussed in their respective sections above, there are no material events or
uncertainties known to management that had material impact on past performance, or that would have a
material impact on the future operations, in respect of the following:
•
Known trends, demands, commitments, events or uncertainties that would have a material impact on
the Company;
•
Material commitments for capital expenditures that are reasonably expected to have a material impact
on the Company’s short-term or long-term liquidity;
•
Known trends, events or uncertainties that have had or that are reasonably expected to have a material
favorable or unfavorable impact on net sales/revenues/income from continuing operations;
•
Significant elements of income or loss that did not arise from the Company’s continuing operations;
•
Seasonal aspects that had a material impact on the Company’s results of operations; and
•
Material changes in the financial statements of the Company from the year ended December 31, 2014
to December 31, 2013.
MARKET PRICE OF AND DIVIDENDS OF THE COMPANY’S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company has three classes of share, two of which (the Common Class A and Convertible Preferred Class A
shares) can be owned only by Philippine nationals and the other class of the Company’s share is its Common
Class B which may be owned by anyone regardless of nationality. The Class A, Class B and Convertible
Preferred Class A shares of the Company are listed and traded in the PSE under the trading symbol of “BC” for
Class A, “BCB” for Class B and “BCP” for Convertible Preferred Class A share.
In 2008, the Company’s voluntary deregistered its Class “B” shares in the United States Securities & Exchange
Commission (U.S. SEC) hence, the trading of its U.S. registered class “B” shares (BENGF) in the Over-TheCounter (OTC) Pink Sheets was suspended. To address the concerns of U.S. stockholders for lack of trading
venue in the U.S., the Company continuously taking steps to have its U.S. registered Class “B” shares converted
into Philippine registry. In the Annual Stockholders’ Meeting of the Company held on June 29, 2011 and May 29,
2012, it sent out notices along with the annual report and proxy materials to its U.S. stockholders, informing them
of the option to convert their U.S. registered Class “B” shares to Philippine registered Class “B” shares so they
can trade their shares in the Philippine Stock Exchange (PSE) in Manila. The Company’s Class “B” shares are
listed and traded in the PSE under the trading symbol of “BCB”.
As of March 31, 2016, the Company public float is 46.092% and the equity ownership of foreign stockholders is
32,138,168 Class “B” shares or 16.45% of the total outstanding shares. The issued, treasury and outstanding
shares of the Company are as follows:
Convertible Preferred Class “A”
Common Class “A”
Common Class “B”
Total---------
Issued
Shares
217,061
117,532,388
77,626,819
195,376,268
Treasury
Shares
0
103,598
12,425
116,023
Outstanding
Shares
217,061
117,428,790
77,614,394
195,260,245
As of April 11, 2016, the closing price of Common Class A is P7.11 per share, P7.80 per share for Common
Class B and P44.55 per share for Convertible Preferred Class A as of April 5, 2016.
a) The high and low prices of the Company’s shares in the PSE for the first quarter 2016 are as follows:
High Price
Common Class A
Common Class B
Convertible Preferred Class A
P15.00
15.48
44.55
Low Price
P3.77
3.20
13.20
Definitive Information Statement Persuant to SEC Form 20-IS
33
b)
The high and low prices of the Company’s shares for each quarter of 2015 and 2014 are as follows:
ST
1 QUARTER
2015
2014
ND
2 QUARTER
2015
2014
RD
3 QUARTER
2015
2014
TH
4 QUARTER
2015
2014
CONVERTIBLE
PREFERRED CLASS A*
Highest Price Per Share
PPP39.35 P33.90
P - P 35.00
P18.50
P52.50
Lowest Price Per Share
20.30
22.65
30.00
18.50
26.25
COMMON CLASS A
Highest Price Per Share
9.26
8.90
8.98
11.72
7.50
12.70
6.49
10.24
Lowest Price Per Share
6.97
6.30
6.70
7.00
3.50
9.05
3.50
7.80
COMMON CLASS B
Highest Price Per Share
8.50
8.95
8.50
11.80
8.00
12.80
5.91
9.60
Lowest Price Per Share
6.98
7.00
5.11
7.15
5.50
9.01
5.50
7.50
(*) There were no trading transactions in the first quarter of 2014 and 2015 and third quarter of 2015.
Holders - As of March 31, 2016, the Company’s number of shareholders is 16,902 and the list of top 20
stockholders for Common Class “A”, Common Class “B” and Convertible Preferred Class “A” shares are as
follows:
A.
Common Class “A” Share
Name
PCD Nominee Corporation (Filipino)
Palm Avenue Holding Company, Inc.
Palm Avenue Holdings Company and/or Palm Avenue Realty Corporation
Palm Avenue Holdings Company and/or Palm Avenue Realty Corporation
House of Investment, Inc.
FEBTC TA 4113-000204-5 (ESPP)
FEBTC TA 4113-00204-5
Cynthia Manalili Manalang
RP Land Development Corporation
Sysmart Corporation
Paredes, Gabriel M. or Paredes,Marianne G.
Pan Malayan Management and Investment Corporation
RCBC TA #74-034-9
Western Guaranty Corporation
Sun Hung Kai Sec. A/C# YUO34
Marilex Realty Development Corporation
FEBTC TA 4113-00204-5
Enrique T. Yuchengco, Inc.
Luis Juan L. Virata
Franciso M. Vargas
B.
Percent to Total
Issued Per
Class
44.61%
18.61%
18.13%
08.74%
02.42%
01.45%
00.77%
00.43%
00.27%
00.25%
00.16%
00.12%
00.10%
00.10%
00.10%
00.09%
00.09%
00.08%
00.07%
00.06%
Number of
Shares Held
29,152,502
14,560,000
10,188,289
987,249
245,420
168,011
161,419
161,147
132,000
118,000
100,000
100,000
100,000
100,000
83,788
Percent to Total
Issued Per
Class
37.55%
18.76%
13.12%
01.27%
00.32%
00.22%
00.21%
00.21%
00.17%
00.15%
00.13%
00.13%
00.13%
00.13%
00.11%
Common Class “B” Share
Name
PCD Nominee (Filipino)
Palm Avenue Realty and Development Co.
PCD Nominee (Non-Filipino)
David L. Sherman
Michael Vozar TOD Sharon K. Vozar Sub To Sta Tod Rules
National Financial Services
Fairmount Real Estate, Inc.
Independent Realty Corporation
Richard Soltis & Veronica T. Soltis JT Ten
Arthur H. Runk TTEE of Arthur H. Runk Liv Tr U/A dtd 08/17/1990
Edmund S. Pomon
William David Courtright
William T. Coleman
Garry A. Gil TTEE FBO Arthur Weir Gill Rev Tr
Sanford E. Halperin
34
Number of
Shares Held
52,435,404
21,874,909
21,306,830
10,278,125
2,848,637
1,700,000
908,533
500,000
320,000
289,652
188,300
143,948
121,043
119,800
118,875
110,400
97,008
85,792
78,001
73,000
Definitive Information Statement Persuant to SEC Form 20-IS
Vince S. Chiaramonte & Mary W. Chiaramonte JTTen
Nick Floros
Orald L. Stewart TTE for the Orald Stewart TR dtd U/A 10/23/08
Walter C.Scott TTEE For Scott Family Trust
Arthur Jan
72,200
70,000
70,000
61,662
58,000
C. Convertible Preferred Class “A” Share
Name
PCD Nominee Corporation (Filipino)
Fairmount Real Estate
Jose Concepcion, Jr.
Reginaldo Amizola
Evengeline Alave
Maverick Marketing Corporation
Jayme Jalandoni
Rosendo U. Alanzo
Romelda E. Asturias
Rosalina O. Ariacho
CMS Stock Brokerage Inc.
Luisa Lim
Delfin GDN Jalandoni
Ventura O. Ducat
Conchita Arms
Equitiworld Securities, Inc.
Benito V. Jalbuena
Remedios Rufino
Carlos W. Ylanan
B & M Incorporated
Number of
Shares Held
64,694
59,262
5,000
1,737
1,720
1,720
1,380
1,376
1,376
1,324
1,324
1,238
1,118
1,032
1,000
1,000
1,000
1,000
1,000
952
00.09%
00.09%
00.09%
00.08%
00.07%
Percent to Total
Issued Per
Class
29.80%
27.30%
02.30%
00.80%
00.79%
00.79%
00.64%
00.63%
00.63%
00.61%
00.61%
00.57%
00.52%
00.48%
00.46%
00.46%
00.46%
00.46%
00.46%
00.44%
Dividends – The Company has not declared any dividends in the two (2) most recent fiscal years 2015 and 2014
due to restrictions provided for in the Company’s loan agreements with creditor banks. The dividend rights and
restrictions of the Company’s Convertible Preferred, Common Class A and Common Class B stocks is contained
in the Amended Articles of Incorporation of the Company, to wit:
“For a period of ten years after issuance, the holders of each shares of Convertible Preferred Stock shall be
entitled to receive out of surplus profits of the Corporation earned after issuance of such Stock, when and as
declared by the Board of Directors, cash dividends equal to the peso amount of and payable at the same time
as that declared on each share of Common Class A or Common Class B Stock. The total cash dividends
payable at any given time on Common Class A, Common Class B and Convertible Preferred Stock shall not
exceed seventy-five percentum (75%) of the total after-tax earnings for any current fiscal year of the
Corporation from all sources.
Immediately upon the expiration of ten years from issuance, the holders of shares of Convertible Preferred
Stock still outstanding shall be entitled to receive out of surplus profits of the Corporation, when and as
declared by the Board of Directors, cash dividends at the fixed annual rate of eight percentum (8%) of the par
value of such Stock before any cash dividends shall be declared or set apart for holders of Common Class A
and Common Class B Stock. The balance of the net profits of the Corporation available for cash dividends shall
be distributable exclusively to holders of Common Class A and Common Class B Stock. Dividends accrued and
unpaid, if any, on the Convertible Preferred Stock at the end of any given fiscal year of the Corporation shall be
cumulated, provided and to the extent that the net profits of the Corporation earned during such fiscal year are
at least equal to the amount of such accrued and unpaid dividends; no cash dividends shall be declared and
paid to holders of Common Class A and Common Class B Stock until after such accumulated, accrued and
unpaid dividends on the Convertible Preferred Stock shall have been paid or provision for payment thereof
made.
Holders of Convertible Preferred Stock shall not be entitled to any part of stock dividends declared and issued
on outstanding Common Class A and Common Class B and no stock dividends may be declared and issued on
Convertible Preferred Stock.”
Recent Sales of Unregistered or Exempt Securities – Below are the transactions of sold stocks of the
Company in the past three years.
a.
Under the present implementation of the Company’s Amended Stock Option Plan (the “Plan”), as of March
31, 2016, a total of 2,134,800 shares common class “A” at option price of P8.50 per share and 19,200 shares
Definitive Information Statement Persuant to SEC Form 20-IS
35
common class “B” at option price of P29.07 per share were exercised by the optionees in the April 6, 2006
stock option awards and 42,600 shares common class “A” at option price of P16.50 per share and 28,285
shares common class “B” at option price of P17.50 per share were exercised by the optionees in the May 3,
2011 stock option awards. The shares granted under the Plan are exempted from registration under SEC
Resolution No. 084 dated March 31, 2008 and the listing of the shares was approved by the PSE.
b.
On August 23, 2013, the Company’s Board of Directors approved the private placement of RYM Business
Management Corporation (RBMC) where RBMC to infuse additional capital of up to P250 Million in exchange
for equivalent number of shares (27,777,777 common shares) of the Company at the mutually agreed price
of P9.00 for both Class A and Class B shares. The subscription or placement is divided into two transactions.
The first transaction was completed on March 20, 2014 upon full payment of P162 Million on September 20,
2013 by RBMC to the Company for which RBMC subscribed 18,000,000 common shares (consisting of
7,169,003 Class A and 10,830,997 Class B common shares) and the listing of the subscribed shares was
approved by the PSE on March 19, 2014. The securities sold came entirely from the unissued capital stock of
the Company which have been previously registered with the Securities and Exchange Commission (SEC)
on September 20, 1989 per SEC-BED Order No. 748, Series of 1989. The sales are exempted from the
registration requirements under SEC Memorandum Circular No. 9, Series of 2008.
c.
Pursuant to the Second Transaction of the Memorandum of Agreement (MOA) on the private placement
dated August 23, 2013 and Stock Subscription Agreement dated February 9, 2015, RYM Business
Management Corporation (RBMC) has advanced to the Company the full subscription price of P88 million for
future subscription of 9,777,777 common shares of the Company consisting of 5,866,697 Class A common
shares at P9.00 per Class A share and 3,911,080 Class B common shares at P9.00 per Class B share. The
subscription shall be effective when the Company obtained approval from the Securities and Exchange
Commission (SEC) of the increase of its authorized capital stock, from where the additional subscription will
be sourced. The Company has obtained approval by the SEC of the increase of its authorized capital stock
on September 28, 2015 and filed a Notice of Exempt Transaction under SEC Form 10.1 on October 8, 2015.
The sale of shares under the said transaction is an exempt transaction under the Securities Regulation Code
(SRC) and SEC Memorandum Circular No. 9, Series of 2008. The application for listing of the foregoing
shares which the Company has filed on October 28, 2015 is still under evaluation by the PSE.
The Company did not sell or issue securities within the past three years which are not registered under the SRC
including the sales of reacquired securities, securities issued in exchange of property, services, or other
securities, and new securities resulting from the modification of outstanding securities.
COMPLIANCE WITH LEADING PRACTICES ON CORPORATE GOVERNANCE
The Company continues to improve systems and processes to enhance adherence to principles and practices of
good corporate governance. It undertake to consistently review and update its existing policies and practices to
achieve an improved state of corporate governance. It shall also continue to adopt code of corporate governance
promulgated by the SEC and PSE. A Corporate Governance Guidelines Disclosure Report is submitted by the
Company every year to the PSE.
The Company’s 2015 Annual Corporate Governance Report (2015 ACGR) is contained in the printed 2015
Annual Report of the Company.
UNDERTAKING TO PROVIDE COPIES OF THE ANNUAL REPORT AND
INTERIM FINANCIAL STATEMENTS
The Company undertake to provide without charge to each person solicited, upon written
request of such person, a copy of the Company’s 2015 Annual Report or SEC Form 17-A. Such
written request should be directed to: THE MANAGER, Shareholder Relations Office, Benguet
Corporation, 7th Floor Universal Re-Building, 106 Paseo de Roxas, 1226 Makati City, Philippines.
The Company’s 2015 Annual Report (SEC Form 17-A) can be downloaded at the Company’s
website: <www.benguetcorp.com>
In addition, the Company undertakes to publish its 2016 First Quarter Interim Financial Report
(period ended March 31, 2016) once in two (2) newspapers of general circulation not less than
five (5) days prior to the June 1, 2016 Annual Stockholders’ Meeting and to post the same in its
website upon publication. The Company will also provide free of charge a copy of the first
quarter interim financial report upon written request of its stockholders.
36
Definitive Information Statement Persuant to SEC Form 20-IS
Definitive Information Statement Persuant to SEC Form 20-IS
37
BENGUET CORPORATION AND SUBSIDIARIES
INDEX TO THE FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES
FOR THE YEAR ENDED DECEMBER 31, 2015
Schedule
Reconciliation of retained earnings available for dividend declaration
I
Financial ratios
II
A map showing the relationships of the Companies within the Group
III
Schedule of effective standards and interpretations under the PFRS
IV
Required schedules under Annex 68-E
Financial assets
Amounts receivable from directors, officers, employees, related parties and
principal stockholders
Amounts receivable from related parties which are eliminated during the
consolidation of financial statements
Intangible assets – other assets
Long-term debt
Indebtedness to related parties
Guarantees of securities of other issuers
Capital stock
38
Definitive Information Statement Persuant to SEC Form 20-IS
A
B
C
D
E
F
G
H
SCHEDULE I
RECONCILIATION OF RETAINED EARNINGS
AVAILABLE FOR DIVIDEND DECLARATION
As at December 31, 2015
BENGUET CORPORATION
7th Floor, Universal-Re Building, 106 Paseo de Roxas, Makati City
Items
Unappropriated Retained Earnings, beginning
Amount
P
=2,040,180
Adjustment: (see adjustments in previous year’s reconciliation)
Effect of quasi-reorganization on revaluation increment
(1,010,848)
Unappropriated Retained Earnings, as adjusted, beginning
P
=1,029,332
Net Income based on the annual financial statements
Less: Non-actual/unrealized income net of tax
6,906
–
–
•
Equity in net income of associate/joint venture
•
Unrealized foreign exchange gain - net (except those
attributable to cash and cash equivalents)
•
Unrealized actuarial gain
–
•
Fair value adjustment (mark-to-market gains)
–
•
Fair value adjustment of investment property resulting to gain
–
•
Adjustment due to deviation from PFRS/GAAP - gain
–
•
Other unrealized gains or adjustments to the retained earnings as a result
of certain transactions accounted for under PFRS
–
(5,890)
–
Add: Non-actual losses
Depreciation on revaluation increment (after tax)
–
•
Adjustment due to deviation from PFRS/GAAP - loss
–
•
Loss on fair value adjustment of investment property (after tax)
•
–
Net income actually incurred during the period
1,016
Unappropriated Retained Earnings, as adjusted, ending
P
=1,030,348
SCHEDULE II
BENGUET CORPORATION AND SUBSIDIARIES
FINANCIAL RATIOS
PURSUANT TO SRC RULE 68, AS AMENDED
DECEMBER 31, 2015
Profitability Ratios:
Return on assets
Return on equity
Gross profit margin
Operating profit margin
Net profit margin
2015
2014
3.02%
5.26%
46.10%
13.44%
6.16%
1.36%
2.78%
38.40%
11.26%
3.22%
Liquidity and Solvency Ratios:
Current ratio
Quick ratio
Solvency ratio
1.04:1
0.52:1
2.34:1
0.91:1
0.50:1
1.97:1
Financial Leverage Ratios:
Asset to equity ratio
Debt ratio
Debt to equity ratio
Interest coverage ratio
1.74:1
0.43:1
0.74:1
8.88:1
2.04:1
0.51:1
1.04:1
2.29:1
Definitive Information Statement Persuant to SEC Form 20-IS
39
40
Definitive Information Statement Persuant to SEC Form 20-IS
SCHEDULE IV
BENGUET CORPORATION AND SUBSIDIARIES
SCHEDULE OF EFFECTIVE STANDARDS
AND INTERPRETATIONS UNDER THE PFRS
PURSUANT TO SRC RULE 68, AS AMENDED
DECEMBER 31, 2015
List of Philippine Financial Reporting Standards (PFRSs) [which consist of PFRSs, Philippine Accounting
Standards (PASs) and Philippine Interpretations] effective as at December 31, 2015:
PHILIPPINE FINANCIAL REPORTING STANDARDS
AND INTERPRETATIONS
Effective as at December 31, 2015
Adopted
Framework for the Preparation and Presentation of Financial Statements
Conceptual Framework Phase A: Objectives and qualitative characteristics
9
PFRSs Practice Statement Management Commentary
9
Not
Adopted
Not Applicable
Philippine Financial Reporting Standards
PFRS 1
(Revised)
First-time Adoption of Philippine Financial Reporting
Standards
PFRS 2
Share-based Payment
PFRS 3
(Revised)
Business Combinations
PFRS 4
Insurance Contracts
PFRS 5
Non-current Assets Held for Sale and Discontinued
Operations
9
PFRS 6
Exploration for and Evaluation of Mineral Resources
9
PFRS 7
Financial Instruments: Disclosures
9
PFRS 8
Operating Segments
9
PFRS 10
Consolidated Financial Statements
9
PFRS 11
Joint Arrangements
9
PFRS 12
Disclosure of Interests in Other Entities
9
PFRS 13
Fair Value Measurement
9
9
9
9
9
9
PFRS for SMEs
Philippine Accounting Standards
PAS 1
(Revised)
Presentation of Financial Statements
9
PAS 2
Inventories
9
PAS 7
Statement of Cash Flows
9
PAS 8
Accounting Policies, Changes in Accounting Estimates and
Errors
9
PAS 10
Events after the Reporting Period
9
PAS 11
Construction Contracts
9
PAS 12
Income Taxes
9
PAS 16
Property, Plant and Equipment
9
PAS 17
Leases
9
PAS 18
Revenue
9
PAS 19
(Revised)
Employee Benefits
9
Definitive Information Statement Persuant to SEC Form 20-IS
41
-2-
PHILIPPINE FINANCIAL REPORTING STANDARDS
AND INTERPRETATIONS
Effective as at December 31, 2015
42
Adopted
Not
Adopted
Not Applicable
9
PAS 20
Accounting for Government Grants and Disclosure of
Government Assistance
PAS 21
The Effects of Changes in Foreign Exchange Rates
9
PAS 23
(Revised)
Borrowing Costs
9
PAS 24
(Revised)
Related Party Disclosures
9
PAS 26
Accounting and Reporting by Retirement Benefit Plans
9
PAS 27
(Amended)
Separate Financial Statements
9
PAS 28
(Amended)
Investments in Associates and Joint Ventures
9
PAS 29
Financial Reporting in Hyperinflationary Economies
9
PAS 32
Financial Instruments: Disclosure and Presentation
9
PAS 33
Earnings per Share
9
PAS 34
Interim Financial Reporting
9
PAS 36
Impairment of Assets
9
PAS 37
Provisions, Contingent Liabilities and Contingent Assets
9
PAS 38
Intangible Assets
9
PAS 39
Financial Instruments: Recognition and Measurement
9
PAS 40
Investment Property
9
PAS 41
Agriculture
9
IFRIC 1
Changes in Existing Decommissioning, Restoration and
Similar Liabilities
9
IFRIC 2
Members' Share in Co-operative Entities and Similar
Instruments
9
IFRIC 4
Determining Whether an Arrangement Contains a Lease
9
IFRIC 5
Rights to Interests arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds
9
IFRIC 6
Liabilities arising from Participating in a Specific Market –
Waste Electrical and Electronic Equipment
9
IFRIC 7
Applying the Restatement Approach under
PAS 29 Financial Reporting in Hyperinflationary Economies
9
IFRIC 9
Reassessment of Embedded Derivatives
9
IFRIC 10
Interim Financial Reporting and Impairment
9
IFRIC 12
Service Concession Arrangements
9
IFRIC 13
Customer Loyalty Programmes
9
IFRIC 14
IAS 19 – The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and their Interaction
9
IFRIC 16
Hedges of a Net Investment in a Foreign Operation
Definitive Information Statement Persuant to SEC Form 20-IS
9
-3-
PHILIPPINE FINANCIAL REPORTING STANDARDS
AND INTERPRETATIONS
Effective as at December 31, 2015
Adopted
Not
Adopted
Not Applicable
IFRIC 17
Distributions of Non-cash Assets to Owners
9
IFRIC 18
Transfers of Assets from Customers
9
IFRIC 19
Extinguishing Financial Liabilities with Equity Instruments
9
IFRIC 20
Stripping Costs in the Production Phase of a Surface Mine
IFRIC 21
Levies
SIC-7
Introduction of the Euro
9
SIC-10
Government Assistance - No Specific Relation to Operating
Activities
9
SIC-15
Operating Leases – Incentives
9
SIC-25
Income Taxes – Changes in the Tax Status of an Entity or its
Shareholders
9
SIC-27
Evaluating the Substance of Transactions Involving the Legal
Form of a Lease
9
SIC-29
Service Concession Arrangements: Disclosures
9
SIC-31
Revenue – Barter Transactions Involving Advertising
Services
9
SIC-32
Intangible Assets – Web Site Costs
9
9
9
SCHEDULE A
BENGUET CORPORATION AND SUBSIDIARIES
FINANCIAL ASSETS
DECEMBER 31, 2015
(Amounts in Thousands)
Name of issuing entity and
association of each issue
BDO Unit Investment Trust Fund (UITF) – Peso
Piltel Corporation
BDO UITF – Dollar
Philippine Long Distance Telephone Co.
Metro Theater
Shape Center, Inc.
Club Filipino
Sherwood Hills Development Inc.
Number of shares or
principal amounts of
bonds and notes
Amount shown in the
balances sheet
(figures in thousands)
Income received
and accrued
1,921
750
376
206
100
1
1
1
=
P2,828
50
2,252
599
0.001
66
180
285
=
P103
–
183
50
–
–
40
–
Definitive Information Statement Persuant to SEC Form 20-IS
43
-4SCHEDULE B
BENGUET CORPORATION AND SUBSIDIARIES
AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES
AND PRINCIPAL STOCKHOLDERS (OTHER THAN RELATED PARTIES)
DECEMBER 31, 2015
(Amounts in Thousands)
Name and Designation of Debtor
Reynaldo P. Mendoza
SVP - Public Affairs, Asst.Corp.Sec.
(Legal)
Camilo Bernaldo
Section Mgr - Gov't Liaison (Legal)
V. Tomas R. Carag
Consultant, (Business Development)
Lee Owen P. Cortez
Section Manager (Legal)
Romy L. Tangalin
Legal Assistant (Legal)
Pablo Gabriel R. Malvar
Vice President (Business Development)
Cynthia Lazaro
Sec. Mgr - Insurance (Treasury)
Marcelo A. Bolano
SVP-Operation (CHQ)
Rebecca R. Rapisura
Div. Mgr - Gov't. Liaison & Claims Mgmt
(Consultant)
Eden Barcelona
Asst. to the Chief of Staff (Corplan)
Herminia M. Marigundon
Sec. Mgr – Accounting
Pamela Gendrano
AVP - Environmental Compliance
(Compliance)
Sheila C. Cenit
Unit Mgr – Legal(Corplan)
Chuchi Del Prado
VP - HR , Admin & Compliance Officer
for Corp Governance (HRA)
Luis Antonio Javelosa
Intern (Business Development)
Lina G. Fernandez
VP - Corporate Planning, Nickel
Marketing Asst. Treasurer & Risk
Management Officer (Corplan)
Max D. Arceno
VP - Accounting & Treasurer (Treasury)
Sheena Irish Barra
Finance Manager (Accounting)
Ana Margarita Hontiveros
VP-Healthcare (Office of the President)
Leonila C. Villegas
Sec. Mgr - Administration (HR & Admin)
Maricel Ulep
Group Asst. for SVP-Finance & SVPNickel Op’n (Logistics)
Mario Ymbang
Division Mgr - Projects-Technical Grp
(Eng'g & Projects)
Mary Jean Dalit
Accountant (Accounting)
44
Balance at
Beginning
period
Additions
Amounts
Collected /
Settlements
=4,685
P
=
P-
=3,786
P
=
P-
P
=899
P
=-
=
P899
4,594
–
4,278
–
316
–
316
3,287
–
3,287
–
–
–
–
2,442
–
2,442
–
–
–
–
1,684
–
1,684
–
–
–
–
1,682
–
1,682
–
–
–
–
1,314
–
690
–
624
–
624
1,305
–
1,162
–
143
–
143
848
–
774
–
74
–
74
750
–
630
–
120
–
120
625
–
625
–
–
–
–
565
–
484
–
81
–
81
518
–
518
–
–
–
–
423
400
–
–
823
–
823
21
–
21
–
–
–
–
–
3,972
–
–
3,972
–
3,972
–
2,420
–
–
2,420
–
2,420
–
251
–
–
251
–
251
–
166
–
–
166
–
166
–
160
–
–
160
–
160
–
146
–
–
146
–
146
–
120
–
–
120
–
120
–
107
–
–
107
–
107
Definitive Information Statement Persuant to SEC Form 20-IS
Amounts
Written
off
Current
Not
Current
Balance
at end
period
-5-
Name and Designation of Debtor
Michael M. Monsalud
Liaison/Permits Officer (Human
Resource)
James E. Marcelo
Treasurer (Accounting)
Lanolyn Pangilinan
Sec. Mgr - Programmer (Accounting)
Marlene Quiom
Purchasing Asst (Materials)
Edgar Movilla
Supervisor, Area Coordination
(Community Relations)
Antonio A. Tolentino, Jr
Manager (Environment)
Julieta Rabina
Sec. Mgr - Accounting (Accounting)
Leopoldo S. Sison III
SVP - Nickel Operations (Logistics)
Miriam San Pedro
Sec. Mgr - Accounting (Accounting)
JRB Mata
(Administrative Officer, ACMP)
Dandy Movilla
Area Coordinator (Community Relations)
Benjamin Santos Jr
Shipping and Port Operations Analyst
(Operation)
Reynaldo N. Ecobisag
AUM (Accounting)
Benedecto Ballarres
Grade Control / Geologic Supervisor
(Mine Engineering)
Cesar Duclayan
Cook (Admin Services)
Jeyreyko Ay-yato
Mechanic 2/C-UG (Mine Mechanical)
Ma. Onor Moselina
Finance Manager (Accounting)
Abelardo Magpali
(Chief operating officer, BNMI)
Lourdes O. Calub
Finance Manager (Finance)
Glenn Duka
AVP Mine Operation (Mine Operation)
Bernardo Requierro, Jr
Security Manager (Security)
Kirsten M. Descrepito
HRA Manager (Human Resource)
Ryan L. Corpuz
AUM - Accounting Asst (Accounting)
Erenesto Dedel
Port Operation & Lab Manager (Eng'g &
Projects)
Eleanor Detran
Sec. Mgr - Accounting (Accounting)
Nielsen Olfindo
HR Clerk (HRA)
Honey Jill Venturozo
Technical Assistant /GIS (Geology)
Hizon Fernando
Instrumentman (Eng'g & Projects)
Jose Ramon C. Diaz
Manager(Geology)
Joey Machanum
Balance at
Beginning
period
Additions
Amounts
Collected /
Settlements
–
104
–
–
104
–
104
–
99
–
–
99
–
99
–
94
–
–
94
–
94
–
38
–
–
38
–
38
–
95
–
–
95
–
95
–
81
–
–
81
–
81
–
79
–
–
79
–
79
–
77
–
–
77
–
77
–
73
–
–
73
–
73
–
66
–
–
66
–
66
–
60
–
–
60
–
60
–
59
–
–
59
–
59
–
55
–
–
55
–
55
–
50
–
–
50
–
50
–
42
–
–
42
–
42
–
40
–
–
40
–
40
–
33
–
–
33
–
33
–
31
–
–
31
–
31
–
20
–
–
20
–
20
–
20
–
–
20
–
20
–
20
–
–
20
–
20
–
18
–
–
18
–
18
–
17
–
–
17
–
17
–
17
–
–
17
–
17
–
17
–
–
17
–
17
–
15
–
–
15
–
15
–
15
–
–
15
–
15
–
13
–
–
13
–
13
–
11
–
–
11
–
11
–
10
–
–
10
–
10
Amounts
Written
off
Current
Not
Current
Balance
at end
period
Definitive Information Statement Persuant to SEC Form 20-IS
45
-6-
Name and Designation of Debtor
(Unit Mgr, Mine Operations)
Joy Oropesa
Accounting Manager (Operation)
Antonio Awao
Mine Operation Division Manager
(Mine Operation)
Ana Marie Madreo
Admin. Assistant (Admin)
Ramel R. Landingin
Safety Engineer (Safety)
Demetrio S. Mayo
AWQWMRS Monitoring (Environment)
Teresita Ebalobar
Accounting Clerk (Accounting)
Mejia Daisy
Sec.Mgr - HR (HRA)
Balance at
Beginning
period
Additions
Amounts
Collected /
Settlements
–
10
–
–
10
–
10
–
9
–
–
9
–
9
–
8
–
–
8
–
8
–
7
–
–
7
–
7
–
6
–
–
6
–
6
–
8
–
–
8
–
8
–
5
–
–
5
–
5
Amounts
Written
off
Not
Current
Current
Balance
at end
period
SCHEDULE C
BENGUET CORPORATION AND SUBSIDIARIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES
WHICH ARE ELIMINATED DURING THE
CONSOLIDATION OF FINANCIAL STATEMENTS
DECEMBER 31, 2015
(Amounts in Thousands)
Name and Designation of Debtor
Benguetcorp Nickel Mines, Inc.
Media Management Corporation
Keystone Port Logistics Management Services
C
i
Benguet-Pantukan Gold Corporation
BC Property Management, Inc.
Berec Land Resources, Inc.
Benguet Management Corporation
BMC Forestry Corporation
Balatoc Gold Resources Corporation
Arrow Freight Corporation
Agua de Oro Ventures Corporation
Benguetrade, Inc.
Sagittarius Alpha Realty Corporation
Batong Buhay Mineral Resources Corporation
Pillars of Exemplary Consultants, Inc.
BenguetCorp International Limited
Ifaratoc Mineral Resources Corporation
Acupan Gold Mines, Inc.
Benguetcorp Laboratories, Inc.
Calhorr 1 Marine Services Corporation
Calhorr 2 Marine Services, Inc.
46
Amounts
Balance at
Collected /
Beginning
Additions Settlements
period
(P
=607,951)
=
P7,885
(P
=–)
22,183
1
–
5,311
962
–
–
29,377
40
163
–
29,515
–
(2,493)
12,115
–
(121)
4,333
–
(13,351)
(2,928)
26,825
–
242,718
512
–
773
129
–
10,717
17,845
(65,089)
–
–
(2,850)
(202)
594
–
1,709
40
–
496
875
–
1,489
40
(2,254)
–
41
(2,313)
–
3,932
–
77,297
–
(12,968)
13,418
–
(1,924)
–
Definitive Information Statement Persuant to SEC Form 20-IS
Amounts
Written
Current
off
=
P– (P
=600,066)
–
22,184
–
6,273
–
29,417
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
29,678
9,622
4,212
(16,279)
269,543
1,285
10,846
(47,244)
(3,052)
2,303
536
2,364
(2,214)
(2,272)
81,229
450
(1,924)
Balance
Not
at end
Current
period
=600,066)
=
P– (P
–
22,184
–
6,273
–
29,417
–
29,678
–
9,622
–
4,212
–
(16,279)
–
269,543
–
1,285
–
10,846
–
(47,244)
–
(3,052)
–
2,303
–
536
–
2,364
–
(2,214)
–
(2,272)
–
81,229
–
450
–
(1,924)
Definitive Information Statement Persuant to SEC Form 20-IS
47
48
Definitive Information Statement Persuant to SEC Form 20-IS
Definitive Information Statement Persuant to SEC Form 20-IS
49
50
Definitive Information Statement Persuant to SEC Form 20-IS