A. Annual Stockholders Meeting
In the annual stockholders meeting that was held on June 15, 2023 at 9:30 A.M. via ZOOM video teleconference, where a total of 1,340,399,900 shares (equivalent to (89.52%) of the total issued and outstanding shares were represented either in person or by proxy, the following items were discussed and properly disposed of:
1. Approval of the Minutes of the Annual Stockholders Meeting of May 31, 2022.
Upon motion duly made and seconded, the minutes of the annual stockholders meeting of May 31, 2022 was approved.
2. Presentation of the Report of Management
Mr. Alfredo L. Henares, Chairman of the Board, and Mr. Niño Ray D. Aguirre, Vice President for Finance and Treasurer of the Company, respectively, delivered their respective reports. Mr. Alfredo L. Henares focused on the performance of the following power plants during the calendar year ended December 31, 2022 in terms of Plant Availability, Capacity and Generation Rate.
a. Panay Diesel Power Plant (1 & 3) b. Bohol Diesel Power Plant c. Power Barge 104 d. KSPC Cebu Coal Plant e. Bohol Light Company, Inc. f. Mactan Electric Company, Inc.
He also mentioned how these plants contributed positively to the revenue and net income of SPC Power Corporation.
Mr. Aguirre focused on the results of the financial operation for the calendar year 2022 explaining the accounts that registered significant variances over the same period in the preceding year.
Their reports were duly noted by the stockholders.
3. Approval of Directors Fees for Calendar Year Ended December 31, 2022
Upon motion duly made and seconded, the motion to pay (i) the amount of ¿600,000.00 to each director who served the Corporation during the calendar year ended December 31, 2022 for a full year of service or pro-rata thereof if service is less than one year, (ii) an extra payment of ¿200,000.00 to the Chairman, and (iii) to pay those directors performing executive functions an additional amount aggregating about ¿24,034,122.00 was approved and ratified.
4. Ratification of Past Actions Taken by the Board of Directors and Officers As of December 31, 2022
Upon motion duly made and seconded, the stockholders approved and ratified the past acts of the Board of Directors and Officers as of December 31, 2022.
5. Election of the Board of Directors
Upon motion duly made and seconded, the following directors were elected/reelected:
Dennis T. Villareal Alfredo L. Henares Alberto P. Fenix, Jr. James Roy N. Villareal Lee, Dalhun Kim, Kilwon Lee, Sanghun Bang, Sanghee Francisco L. Viray (independent director) Enrison T. Benedicto (independent director) Sergio R. Ortiz-Luis, Jr. (independent director)+
6. Appointment of External Auditors
Upon motion duly made and seconded, the stockholders approved and ratified the appointment of Sycip Gorres Velayo & Co. (SGV) as the external auditors of the Corporation for calendar year 2023. |