AS PART of its mandate to supervise and monitor corporate activity in the Philippines, the Securities and Exchange Commission (SEC) maintains the i-Report database, which contains electronic copies of publicly available corporate filings with the agency. The most readily accessible registry of business entities in the Philippines, the database is indispensable for the everyday work of regulators, lenders, and investors—and was a crucial source of data for this story.
But outside a limited circle of researchers, the database has remained largely underused. This may partly have to do with its relative obscurity, or with the content and format of the documents that may seem inscrutable to lay eyes.
In practice, the system can be frustratingly clumsy at times. For instance, payment for the online access requires buying prepaid cards at the SEC main office; the SEC does not offer the option for online payment. Charges are meted out on a per-pageview basis, which means that thumbing through reports for crucial bits of information—reports that are sometimes several hundred pages long—can quickly deplete one’s account. The database also requires the user to run an outdated version of Java, and negotiating the security warning pop-ups every time a new document is loaded quickly becomes tiresome.
(Apart from the SEC i-Report, records may also be obtained through the SEC Express System, another facility that allows for access of corporate or partnership documents without having to personally come to the SEC. The SEC Express System is available online, via a call center, or through an appointment.)
With that said, the database is a unique window into the world of money and politics in the Philippines.While much of the documents may seem opaque to those who are not accountants or lawyers, they are nonetheless meant to be public disclosures. They are fairly standardized documents that offer a reasonable amount of information accessible to an average person with above-average patience.
It is as comprehensive a record of aboveboard business entities that we can hope for. Once understood in the context of other data, it even offers occasional glimpses of what goes on beneath the tables.
The following is a brief guide to how two documents available on the SEC database can be used for public due diligence.
General Information Sheet (SEC Form 20-IS): This form is a solid starting point for any investigation. It provides:
• A firm’s corporate name, business/trade names, its date of registration, and the declared primary purpose of the business;
• A one-page summary of the firm’s capital structure, indicating the number of shareholders, their nationalities, and types of shares they hold;
• A list of the firm’s directors, including their addresses and nationalities; and
• A list of the firm’s major stockholders, again including their addresses and nationalities, along with the number of shares they are subscribed to, and their percentage of ownership.
Other details on the SEC Form 20-IS, such as the firm’s SEC registration number, business address, and phone numbers, can be used for cross-referencing against other publicly-available information:
• Shell companies, subsidiaries, and affiliates are often (but not always) registered at the same time, and will be assigned sequential SEC registration numbers. In situations where a firm’s incorporators are known to use corporate layering, or have related businesses, it is worth checking if the firms within the same sequence of SEC registration numbers involve the same personnel.
• Business addresses and phone numbers can be run through search engines to see if news stories and/or corporate profiles return information of interest.
• In some cases, business addresses can also be looked up the street view of Google Maps, which can sometimes give an indication of related businesses—and in some instances, reveal evidence of fraudulent registration.
Financial Statement-Annual (SEC Form 17-A): This form is perhaps the most comprehensive record of a firm’s activities. It includes information about:
• A firm’s declared business activity;
• Its properties;
• Legal proceedings it is involved in;
• Matters that have been submitted to a vote among security holders. assets and liabilities,
• Its financial position, i.e. assets and liabilities;
• Key performance indicators, e.g. current and debt-equity ratios, revenue and net income growth;
• Operating results: revenue and income;
• Management’s plan of operation;
• Expansion plans;
• Executive control and compensation information, including relationships between executives, executive positions in other firms, and ownership attributable to the company’s board of directors; and
• Segment information
Form 17-A is submitted to the SEC annually, and can thus form the basis of a historical analysis of a firm’s performance.
Information on assets and liabilities, operating results, and business segments are useful for determining the interests and track record of a firm.
For larger firms, a substantial portion of this document will be a thorough discussion of the above information.
Particularly useful for studying the holding firms at the heart of the Philippines’ family-owned business empires is an item that is typically included as an exhibit called “Segment Information,” which will outline the relative importance of different parts of the company’s portfolio. — Kenneth Cardenas, PCIJ, May 2017