SEC En Banc Case No. 03-24-541Now Corporation and Mel V. Velarde vs. Enforcement and Investor Protection Department

Securities and Exchange Commission COMMISSION EN BANC Republic of the Philippines Department of Finance

NOW CORPORATION and MEL V. VELARDE,

Appellants.

-versus- Securities Regulation Code SEC En Banc Case No.03-24-541 For: Violation of Section 24.1(d) of the

ENFORCEMENT ANDINVESTOR PROTECTION DEPARTMENT,

Appellee. Promulgated:16December 2025

DECISION

the public in connection with a news report about an alleged PHP 2.6- the EIPD imposed a fine of PHP 1 million upon each Appellant. The follows: Memorandum dated 04 March 2024 (the "Appeal") filed on even date by (collectively, the"Appellants"),seeking the reversal of the Order dated 15 June 2023 (the "First Assailed Order") and the Order dated 16 February 2024 (the "Second Assailed Order") issued by the Appellee, the Enforcement and Investor Protection Department (EIPD), which found Regulation Code (SRC), for allegedly disclosing misleading information to billion liability of NOW Corp.'s affiliate to the government. Consequently. dispositive portions of the First and Second Assailed Orders read as NOW Corporation ("NOW Corp.) and Mel V. Velarde ("Mr. Velarde") Appellants administratively liable for violation of Section 24.1(d) of Republic Act (R.A.) No. 8799, otherwise known as the Securities Before the Commission En Banc (the "Commission") is the Appeal

justifications provided in the letter-reply dated 20 December 2022 filed by NOW CORPORATION and MR.MEL V. VELARDE. WHEREFORE, premises considered, we find no merit in the

from receipt of this ORDER. administratively liable for violation of Section 24.1 (d) in relation to Section 54.1 of the Securities Regulation Code for disclosing misleading information to the public and are hereby DIRECTED to pay ONE MILLION PESOS (PHP1,000,000.00) each within fifteen (15) days Accordingly,NOW CORPORATION and MR.MEL VELARDE are

NOW Corporation and Mel V. Velarde v. EIPD SEC En Banc Case No. 03-24-541 Page 2 of 23 DECISION

SO ORDERED.1 (Emphasis in the original)

RECONSIDERATION dated 03 July 2023 filed by N0W CORPORATION and MR. MEL V. VELARDE is hereby DENIED for lack of merit. WHEREFORE, premises considered, the REQUEST FOR

SO ORDERED.2 (Emphasis in the original)

PARTIES

Philippine laws, holding SEC Registration No. A1996001793 and having shares of stock publicly listed and traded on the Philippine Stock 5th Floor, OPL Building, 100 C. Palanca Street, Legaspi Village, Makati Exchange, Inc. (PSE).4 Its principal place of business is located at Unit 5-I City.5 Now Corp. is a corporation duly organized and existing under

Mr. Velarde is a Filipino and is the Chairman of the Board of Directors of NOW Corp.6

The EIPD is an Operating Department of the Commission tasked with, among others, investigating and prosecuting violations of the SRc

Rules"3, including market manipulation, insider trading, and the selling, and its 2015 Implementing Rules and Regulations (the "2015 SRC offering, or transacting of unregistered securities by entities without a secondary license.7

RELEVANT FACTS

service license holder.8 At the time of acquisition, this represented Telecom Company, Inc. ("NOW Telecom"), a mobile telecommunications 97.82% of NOW Corp.'s PHP 1.318 billion total assets.9 In 2006, N0W Corp. acquired a 19% equity interest in N0W

and NOW Corp. In 2006, he was a member of N0W Corp's Board of Directors and the Chief Executive Officer (CEO) of NOW Telecom.1 At the Mr. Velarde held key interlocking positions in both NOW Telecom

3 Appeal, par. 1; First Assailed Order, p. 1. 7 2016 Rules of Procedure of the Securities and Exchange Commission, Part I, Rule II, sec. 2-2{c). 9 Appeal, pars. 15-17; First Assailed Order, p. 4; Second Assailed Order, p. 2. 1 First Assailed Order, Annex "A" to Appeal, p. 6. 5 Id. at par. 1. 10 Appeal, par. 16. 2 Second Assailed Order, Annex "B" to Appeal, p. 5. 4 Appeal, pars. 1, 23-24. 8 Appeal, par. 14 6 Id. at par. 2.

NOW Corporation and Mel V. Velarde v. EIPD SEC En Banc Case No. 03-24-541 Page 3 of 23 DECISION

time of the events in question in 2021, he was the Chairman of the Board of NoW Corp. and concurrently the Chairman and CEO of NOW Telecom.11

amounting to PHP 126 million.12 After the NTC denied its request for eventually reached the Supreme Court (the "Sc Case").14 the National Telecommunications Commission (NTC) regarding assessments for Supervision and Regulation Fees (SRF) and Spectrum User Fees (SUF). In 2005, the NTC assessed NOW Telecom with SRF reconsideration, NOW Telecom appealed the assessment to the Court of Appeals (CA), which affirmed the NTC's finding of liability.13 The case Since 2005, N0W Telecom has been involved in a legal dispute with

fees" (the "News Report").15 The News Report stated that the NTC, through the Office of the Solicitor General, had filed a motion (the "NTC P2.6-billion unpaid dues to the government."16 Motion") in the Sc Case, "reiterating its call to resolve NOW Telecom's entitled, "Gov't seeks case resolution of NOW Telecom's P2.6 billion unpaid On 10 November 2021, ABS-CBN News published an online article

full, fair, accurate and timely disclosure and to properly apprise the the same day, N0W Corp. filed its disclosure (the "November 2021 Disclosure"), which stated in material part: Trading Participants and the investing public of the News Report.17 On On 11 November 2021, the PSE requested N0W Corp. to submit a

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NOW Corporation clarifies that it is not a party to the Supreme Court Company, Inc ('NOW Telecom']. case referred to in the news article which involves NOW Telecom

National Telecommunications Commission through the Office of the issue raised in the case is still covered by the sub judice rule which restricts comments and disclosures on legal issues in pending judicial As it is not a party to the said case, the Company has no knowledge Solicitor General with the Supreme Court. Per confirmations made with NOW Telecom, this matter has been referred to its Iegal counsel for proper action. The Company has been advised by counsel that the legal of the specific details surrounding the alleged motion filed by the

17 Appeal, pars. 23, 40; Second Assailed Order, p. 4. 15 Id. at pars. 22, 41-42. 13 Id. at pars. 19-20. 14 Id. at par. 21. 11 Appeal, par. 69; First Assailed Order, p. 5. 12 Appeal, pars. 18-19. 16 Id

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proceedings.18 (Emphasis supplied and omitted)

disclosure (the "December 2o21 Disclosure"), providing more context on the SRF and SUF dispute, viz: On 13 December 2021, N0W Corp. submitted to the PSE a second

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year 2021.19 (Emphasis in the original) Supervision and Regulation Fee (SRF) imposed by the National pay annual SRF, NOW Telecom has been diligently paying its Finally, in the same meeting, the matter of the alleged unpaid NOW Telecom Company, Inc. was clarified by NOW Telecom's President, in light of the various news articles that came out in recent weeks. Prior to 2005, N0W Telecom has been assessed with and was paying SRF in the amount of less than PhP10M. In 2005, NTC computed the amount of PhP2.6B. To date, there is no final amount of SRF which is due and demandable. In compliance with its obligation to annual sRF, exclusive of the contested amount, as recent as for the Telecommunications Commission (NTC] on the Company's affiliate the SRF at PhP126M which is being contested up to this time in court. Contrary to news articles, Now Telecom does not have a debt in

information to the public. The EIPD posited that the November 2021 surrounding the alleged motion filed by the NTC with the Supreme Mr. Velarde to show cause why they should not be held administratively liable for violation of Section 24.1(d) of the SRC for disclosing misleading Disclosure was "completely misleading," specifically citing "[t]he categorical statement made by NOW [Corp.] that it is not the party to the Court... dated 05 December 202220 (the "EIPD Order"), directing NOW Corp. and [SC] [C]ase and therefore it has no knowledge of the specific details On 06 December 2022, the EIPD subsequently issued the Order

NOW [Corp.] to claim that it has no knowledge of the details regarding and SRF of NOW Tel[ecom]) of NOW Tel[ecom], as Mr. Velarde, as the face of NOW [Corp.] and NOW Tel[ecom], is so familiar thereof (sic). was an interlocking officer of both NOW Telecom and NOW Corp.; and (b) total assets. The EIPD thus concluded that it was "incomprehensible for the contingent liability (appealed decision of the CA on the unpaid SUF the investment of N0W Corp. in N0W Telecom represented 97.82% of its The EIPD anchored its findings on the following: (a) Mr. Velarde

In their Reply Letter dated 20 December 2022 (the "Reply Letter")

19 Appeal, par. 25; NOW Corp. Disclosure dated 13 December 2021, Annex "G" to Appeal. 20 EIPD Order, Annex "C" to Appeal. 18 Appeal, par. 24; NOW Corp. Disclosure dated 11 November 2021, Annex "F" to Appeal.

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on NOW Corp., not Mr. Velarde personally. advised by their counsel that the matter was covered by the sub judice rule; (c) NOW Corp. and Mr. Velarde have separate and distinct personalities from NOW Telecom; and (d) the obligation to disclose falls Case and had not received a copy of the NTC Motion; (b) they were Appellants argued that: (a) the November 2021 Disclosure contained "truthful and accurate statements," as they were not parties to the Sc

material fact[s] or events which transpired between NOW Corp. and as officers of a corporation responsible for the latter's violation(s) are claim that they had "no knowledge" was untenable and completely misleading; (b) that the underlying liability was a material fact; (c) that Mr. Velarde's interlocking roles and the 97.82% asset stake constitute a positive and strong indication that he has adequate knowledge of all the NOW Telecom; and (d) the separate personality defense is without merit liable under the SRC. the justifications in the Reply Letter without merit and holding Appellants administratively liable. The EIPD held: (a) that the Appellants On 15 June 2023, the EIPD issued the First Assailed Order, finding

arguments and emphasizing that: (a) they were not aware of the details December 2021 Disclosure, proving good faith; and (c) the sub judice rule surrounding the NTC Motion, which is distinct from the SC Case itself; (b) they did disclose their knowledge of the Sc Case in the subsequent applies. dated 03 July 2023 (the "Request for Reconsideration"), reiterating their On 04 July 2023, Appellants filed a Request for Reconsideration

Was incurred by NOW Tel[ecom]."26 The EIPD explicitly dismissed the sub judice rule as "unavailing," stating the rule prohibits "comments and of "relevant information not reported in the [N]ews [Report] which knowledge" is untenable and absolutely unfounded. It reiterated that part [of] NOW Tel[ecom] during the period when the Php2.6B liability encompasses financial results and other information which is material to investor's decision."27 denying the Request for Reconsideration. The EIPD found Appellants' arguments devoid of merit and the defense that Appellants had "no "NOW [Corp.] cannot deny knowledge of this matter as Mr. Velarde was disclosures pending judicial proceedings" but does not bar the disclosure On 16 February 2024, the EIPD issued the Second Assailed Order.

Hence, this Appeal.

27 Id. at pp. 4-5. 26 id. at p. 4.

NOW Corporation and Mel V. Velarde v. EIPD SEC En Banc Case No. 03-24-541 Page 6 of 23 DECISION

In their Appeal, Appellants reiterated their previous allegations contained in their Reply Letter and Request for Reconsideration Specifically, Appellants allege that the EIPD gravely erred in (a) holding them liable for violating Section 24.1(d) of the SRC, arguing that NOW Corp. made a full, fair, accurate, timely, and truthful disclosure in

pierce the veil of corporate fiction to hold them both liable; and (c) ruling compliance with the SRC; (b) failing to establish sufficient grounds to that the sub judice rule did not restrict the information that they could disclose.

Memorandum dated 04 March 2024) of even date (the "Comment"), wherein it maintained its position, arguing that the Appeal was a mere On 11 April 2024, the EIPD filed its Comment (To the Appeal

rehash of Appellants' previous submissions to the EIPD; thus, it should be denied for utter lack of merit.

ISSUE

are liable for violating Section 24.1(d) of the SRC by allegedly providing misleading information in the November 2021 Disclosure pertaining to the News Report involving NOW Telecom. The main issue before the Commission is whether the Appellants

RULING

The Appeal is bereft of merit.

The State policy of full and fair disclosure about securities

RCBC Securities, Inc.,28 the Supreme Court highlighted this provision in this wise: declared State policy articulated in Section 2 of the SRC. In Palanca IV v. The bedrock of securities regulation in the Philippines is the

SECTION 2. Declaration of State Policy. - The State shall establish a socially conscious, free market that regulates itself insider trading and other fraudulent or manipulative devices encourage the widest participation of ownership in enterprises, enhance the democratization of wealth, promote the development of the capital market, protect investors, ensure full and fair disclosure about securities, minimize if not totally eliminate

and practices which create distortions in the free market.

28 G.R. No. 241905, March 11, 2020 [Per J. A.B. Reyes, Jr., Second Division].

NOW Corporation and Mel V. Velarde v. EIPD SEC En Banc Case No. 03-24-541 Page 7 of 23 DECISION

To achieve these ends, this Securities Regulation Code is hereby enacted.

practices that create distortions in the free market, with the It has been observed that the aforequoted provision lays down seven core principles of our securities regulation laws: self regulation, encouragement of the widest participation of of wealth, promotion of capital market development, protection trading and other fraudulent or manipulative devices and of investors, ensuring full and fair disclosure about securities, and minimization, if not total elimination, of insider ownership in enterprises, enhancement of the democratization

core principles animate the whole of the SRC; and as such, any doubt or conflict in the interpretation of the SRC and its unifying principle being the protection of investors. These

before Us with these principles in mind, giving particular manipulative devices and practices.29 (Emphasis and italics implementing rules must be resolved in a manner that will carry attention to the principles of full disclosure, investor protection, and the elimination of fraudulent or supplied) out the foregoing principles. We therefore resolve the issues

This State policy of full and fair disclosure is not an abstract ideal; it is the functional basis for market efficiency and capital formation. The steady flow of timely, comprehensive, and accurate information helps achieve maximum efficiency in the capital market because it allows investors to make rational investment decisions based on what they know.3o Thus, the Commission has consistently held that the disclosure requirement under the SRC is not a mere checklist. The substance, not just the form, of the disclosure is paramount.31

It is with this exacting standard of full, fair, and timely disclosure- where the protection of the investing public is the supreme consideration--that the Commission must now evaluate whether Appellants, in making the November 2021 Disclosure, violated Section 24.1(d) of the SRC.

H. Violation of Section 24.1(d) of the SRC

The history of Philippine securities legislation reveals that it was

29 Id., citing Section 40 of R.A. 8799 and Rafael A. Morales. The Philippine Securities Regulation Code (Annotated) 7-9 (2005. 3o See Sumitomo Metal Mining Philippine Holdings Corporation. v. Corporation Finance Department, SEC En Banc Case No. 07-11-241, October 10, 2017. 31 See Ayala Corporation v. Markets and Securities Regulation Department, SEC En Banc Case No. 07-14- 337, June 20, 2023.

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in recognition of their persuasive weight, to wit: patterned after the laws of the United States (U.s.).32 The country's original Securities Act (Commonwealth Act No. 83) was substantially a composite of two federal legislations in the U.S. (namely, the Securities regulatory structure" was substantially adopted by the Revised Securities doctrinal pronouncements of U.S. courts is sanctioned in our jurisdiction Act of 1933 and the Securities Exchange Act of 1934).33 This "basic Act (RSA), or Batas Pambansa Bilang 178,34 the predecessor to the current SRC. Thus, in construing the provisions of the SRC, resort to the

with the construction so given it.35 (Emphasis supplied) We have previously stated that in case of laws patterned after or adopted from those of the United States, decisions of United States State and such statute has previously been construed by the courts of such State or country, this statute is deemed to have been adopted courts construing similar laws are entitled to great weight. Generally speaking, when a statute has been adopted from another

influence security prices or trading activity. At issue in this Appeal is making false or misleading statements with respect to any material fact. The provision states: series of unlawful devices, schemes, and practices designed to artificially Section 24.1(d) of the SRC, which categorically prohibits any person from the SRC, the Code's primary anti-manipulation provision, enumerating a With this interpretive framework in mind, We turn to Section 24 of

a dealer or broker, directly or indirectly: SECTION 24. Manipulation of Security Prices; Devices and Practices. 24.1. It shall be unlawfui for any person acting for himself or through

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material fact, which he knew or had reasonable ground to believe was so false or misleading, for the purpose of inducing the purchase d. To make [a] false or misleading statement with respect to any or sale of any security listed or traded in an Exchange.36 (Emphasis supplied

provisions can be traced to Sections 9 and 10 of the U.S. Securities The antecedent to the SRC's anti-fraud and anti-manipulation

32 Abacus Securities Corporation v. Ampil, G.R. No. 160016, February 27, 2006 [Per C.J. Panganiban, First 34 1d. 36 R.A. 8799, Chapter VII, sec. 24.1(d). Division]. 33 (d 35 Carolina Industries, Inc. v. CMS Stock Brokerage, Inc., G.R. No. L-46908, May 17, 1980 [Per i. Antonio, Second Division], citing Tamayo v. Gsell, G.R. No. 10765, December 22, 1916 [Per J." Trent, Second Division]

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respectively, to the prohibition against the manipulation of security devices. Rule 10b-5, promulgated by the U.S. SEC under Section 10 of the Exchange Act, has become a primary tool for combating securities fraud in the U.S. In particular, U.S. SEC Rule 10b-5(b) states: Exchange Act of 1934 (the "Exchange Act").37 These provisions pertain, prices and the regulation on the use of manipulative and deceptive

or of any facility of any national securities exchange, S 240.10b-5 Employment of manipulative and deceptive devices It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails xXX XXX XXX

not misleading... (Emphasis supplied) made, in the light of the circumstances under which they were made (b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements

clarification on the scope of U.S. SEC Rule 10b-5(b) particularly on the distinction between "pure omissions" and "half-truths," as follows Infrastructure Corp. v. Moab Partners, L.P.,38 provided a critical The U.S. Supreme Court, in the recent case of Macquarie

XX X xx A. pure omission occurs when a speaker says nothing, in circumstances that do not give any particular meaning to that silence.

information." and by its plain text, the Rule requires identifying affirmative facts are needed to. make those statements "not misleading."39 Half-truths, on the other hand, are "representations that state the truth only so far as it goes, while omitting critical qualifying Rule 10b-5(b) does not proscribe pure omissions. The Rule made . : . not misleading." Put differently, it requires disclosure of information necessary to ensure that statements already made are Rule therefore covers half-truths, not pure omissions. Logically assertions (i.e., "statements made") before determining if other (Emphasis supplied) prohibits omitting material facts necessary to make the "statements clear and complete (i.e., that the dessert was, in fact, a whole cake). This XXX XXX XXX XXX XXX XXX

37 Section 10 of the Securities Exchange Act of 1934 of the U.S. partly provides: SEC. 10. It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate.commerce or of the mails, or of any facility of any national securities exchange- ... (b) To use or employ, in connection with the purchase or sale of any security

38 601 U. S. (2024) [United States of America]. 39 Id: Citations omitted. such rules and'regulations:as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. (Citation omitted) based swap agreement any manipulative or deceptive device or contrivance in contravention of registered on a national securities exchange or any security not so. registered, or any securities

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does cover half-truths, as its text prohibits omitting a material fact Thus, the U.S. Supreme Court affirmed that U.S. SEC Rule 10b-5(b)

identified--a "statement made"--that is rendered misleading by the necessary "to make the statements made... not misleading."4o For a liability under this provision to arise, an affirmative assertion must be omission of other facts.

market integrity by prohibiting the making of a false or misleading statement, an untrue statement, or an omission regarding a material fact. provisions are fundamentally intended to protect investors and ensure 5(b) and Section 24.1(d) of the SRC are functionally related. Both As can be gleaned from the above provisions, U.S. SEc Rule 10b-

with the purchase or sale of securities."41 scarce, We look to U.S. jurisprudence on Section 10(b) of the Exchange Act and U.S. SEC Rule 10b-5 to provide context and persuasive guidance that a person violates these provisions "by making a 'material misrepresentation or a material omission' with scienter in connection as to how these provisions are being interpreted. U.S. courts have held Considering that our jurisprudence on Section 24.1(d) of the SRC is

is a 'substantial likelihood that a reasonable investor would find the through a showing of reckless disregard for the truth, that is, conduct which is highly unreasonable and which represents an extreme actual reliance."43 Separately, the element of scienter is the "intent to deceive, manipulate, or defraud,"44 which, crucially, "may be established departure from the standards of ordinary care."45 omission or misrepresentation important in making an investment decision."42 Notably, "a finding of materiality does not require proof of In this context, a "false or misleading statement is material if there

the statements made to the public, weighed against the information known to the company's officers at the time of disclosure. as it held that the determination of a violation of Section 10(b) of the Exchange Act and U.S. SEC Rule 10b-5 rests on the factual truthfulness of The U.S. case of SEC v. Halitron, Inc.46 is also instructive inasmuch

44 id., citing SEC v. Obus, 693 F.3d 276, 286 (2d Cir. 2012). 41 SEC v. Halitron, Inc., 24-1052 (2d Cir. March 3, 2025) (Summary Order) [United States of America], 46 24-1052 (2d Cir. March 3, 2025) (Summary Order) [United States of America]. citing SEC v. Frohling, 851 F.3d 132, 136 (2d Cir. 2016) 42 Id., citing United States v. Vilar, 729 F.3d 62, 89 (2d Cir. 2013). 43 Id., citing United States v. Litvak, 889 F.3d 56, 65 (2d Cir. 2018) 40d A5

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violation of this provision, the following four (4) key elements must be frameworks, We now examine Section 24.1(d) of the SRC. To establish a Applying the foregoing legal standards and interpretive

proven:

2 3 1. 4. A "false or misleading statement" was made; The statement was "with respect to any material fact"; The statement was made "for the purpose of inducing the purchase or sale" of a security. The person "knew or had reasonable ground to believe" it was false or misleading; and

this case. We find and so hold that all the foregoing elements are present in

First, the November 2021 Disclosure was "false or misleading.

their plain, ordinary, and literal meaning.47 Black's Law Dictionary defines "false" as "untrue," "deceitful; lying," or "not genuine"48 and "misleading" statement. In the absence of such definition, We resort to "misleading" as "delusive; calculated to be misunderstood."49 The SRC and the 2015 SRC Rules do not define the terms "false" or

distinction. A "false statement" These definitions, while related, highlight a critical legal refers to an affirmative

are deceptive when viewed in their full or particular context. This often involves an omission of a critical fact that, if disclosed, would change prohibition on "misleading statements" under Section 24.1(d) of the SRC as necessarily including liability for such material omissions. straightforward form of deceit. A "misleading statement," by contrast, is more nuanced and can include statements that are technically true but the entire meaning of the statement made: Accordingly, We interpret the misrepresentation---a statement that is contrary to fact. This is the most

Motion and the SC Case.5o They argued that their statement of having "no knowledge of the specific details surrounding the alleged [NTC] [M]otion" was factually accurate, and therefore not false, because they had not been Appellants' core defense is the distinction between the "NTc

50 Appeal, par. 30; Request for Reconsideration, p. 7. 47 See H. Villarica Pawnshop, Inc. v. Social Security Commission, G.R. No. 228087, January 24, 2018 [Per 48 Black's Law Dictionary 1795 (8th ed., 2004). J. GeSmundo, Third Division], citing Republic of the Philippines v. Lacap, G.R. No. 158253, March 2, 2007 49 Id. at 3168. [Per J Austria-Martinez, Third Division]

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served the document itself.51 Stated otherwise, it is Appellants' position that not being a party to the SC Case, they had not received a copy of the NTc Motion, and having not received it, they had no knowledge of its specific details, which they contend is a factual statement.52

misleading."53 While the statement may have been literally true in a as it was intended to convey the message that NOW Corp., not being a We agree with the EIPD that such argument is "untenable and completely narrow sense, i.e., they had not read the specific document (the NTc Motion), it was nonetheless delusive and calculated to be misunderstood, party to the Sc Case, did not have knowledge of its details, which was belied by its statements in the December 2021 Disclosure. This argument is a semantic evasion and collapses upon scrutiny.

of the 2015 SRC Rules is straightforward: It bears emphasis that the duty to clarify under Rule 17.1.1.1.3(a)

RULE 17.1 Reportorial Requirements

17.1.1.1. The public and reporting companies shall file with the Commission: XXX XXX XXX

to affect the investors' decisions in relation to those securities. In the 17.1.1.1.3(a). A current report on SEC Form 17-C, as may be necessary, to make a full, fair and accurate disclosure to the public of every material fact or event that occurs which would reasonably be expected herein in order to clarify the said news item which may create public speculation if not officially denied or clarified by the concerned event, a current report shall be made within the prescribed period company.54 (Emphasis supplied) event a news report appears in the media involving an alleged material xxx xxx xxx

information."55 This general principle is given specific and binding Disclosure Rules (the "PSE Disclosure Rules"), which NOW Corp., as a market participant, is bound to follow and comply with. Article VII, Section 1 thereof establishes that the basic principle of the PSE is to "ensure full, fair, timely and accurate disclosure of material application in situations identical to the one at bar. This duty is reinforced by the PSE Consolidated Listing and

Article VII, Section 4.5 of the PSE Disclosure Rules explicitly

55 The Philippine Stock Exchange, Inc., Consolidated Listing and Disclosure Rules, art. VII, sec. 1. 53 First Assailed Order, p. 3. 51 Appeal, pars. 49-50. Reply Letter, p. 2; Request for Reconsideration, p. 7. Italics supplied. 54 2015 SRC Rules, Title V, Rule 17.1.1.1.3(a). 52 Id.

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governs an Issuer's duty when faced with public reports. It states:

coming from third parties, broker's market letter, etc.) pertaining to the SECTION 4.5. Duty of the Issuer to Clarify Non-Public Material Upon its receipt of any material non-public information, the Exchange shall request the Issuer concerned to confirm or deny the veracity of Issuer or any of its subsidiaries. the said information (e.g. newspaper/newswire reports, information

This is to prevent the creation of a false market...56 (Emphasis Note: Public circulation of information, which has not yet been disclosed in accordance with the instructions/guidelines issued by the Exchange suppli'ed) and/or insufficiently disclosed by the Issuer, and which may likely affect market.activity, must be promptly clarified or confirmed by the Issuer

public. In particular, the November 2021 Disclosure was required to provide the public with a full, fair, and accurate context for the reported PHP 2.6 billion liability, enabling them to make informed investment decisions and preventing the creation of a false market. Corp. to clarify the News Report, not to evade it, to protect the investing Applying the afore-quoted provisions, it was incumbent for Now

knowledge of the specific details surrounding the alleged [NTC] [M]otion," NOw Corp. used literalism to mislead. A reasonable investor is not concerned with whether NOW Corp.'s counsel had received a specific the underlying PHP 2.6 billion liability-a fact that was undeniably material to their investment decisions. correctly found, calculated to be misunderstood. By stating it had "no court filing; they are concerned with the existence and potential impact of Instead, NOW Corp. issued a statement that was, as the EIPD

if VII, Section 4.3 of the PSE Disclosure Rules, which mandates disclosure The necessity of this disclosure is further underscored by Article

Issuer if it meets any of the following standards: SECTION 4.3. Standard and Test in Determining Whether Disclosure is Necessary - A disclosure must be made promptly by the

a. Where the information is necessary to enable the Issuer and mergers and acquisitions, dealings with employees, the public to appraise their position or standing, such as, but not limited to, those relating to the Issuer's financial condition, prospects; development projects, contracts entered into in the ordinary course of business or otherwise,

56 Id. at sec. 4.5.

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representing control of the Issuer; or suppliers, customers and others, as well as information concerning a significant change in ownership of the Issuer's securities owned by insiders or those

b. Where such information is necessary to avoid the creation of a false market for its securities...57 (Emphasis supplied)

It bears stressing that the NTC's PHP 2.6 billion legal action is

assets. A potential liability of this magnitude is the very definition of information necessary to. enable the public to appraise their position or standing and to avoid the creation of a false market. directed against NOW Telecom, an affiliate of NOW Corp. that is effectively its sole operating asset as it constitutes 97.82% of its total

Report to avoid the creation of public speculation. Certainly, the public was not concerned with the procedural filing of the NTC Motion; but was false impression that they were unaware of the substance of the NTC's misleading because of its failure to state a material fact necessary to make the statements therein not misleading. party to the Sc Case, rather than providing substance or even context relating to the material information, i.e., the PHP 2.6 billion liability. By doing so, NOW Corp., as a market participant, clearly breached its duty under the SRC to provide a full, fair, and accurate disclosure. The November 2021 Disclosure was, therefore, fundamentally misleading in violation of Section 24.1(d) of the SRC, in relation to Rule 17.1.1.1.3(a) of the 2015 SRC Rules, as it failed to provide clarification on the News concerned with the alleged PHP 2.6 billion liability. Appellants created a claim. This is a classic "material omission" that renders the statement Report, decided to use technicalities, specifically that it was not a direct NOW Corp., instead of performing its duty to clarify the News

Macquarie.Appellants" November 2021 Disclosure is a textbook example "not a party" to the SC Case and had "no knowledge of the specific details" of the NTC Motion. of a half-truth, not a pure omission. Appellants did not stay silent (a pure omission), which is not actionable under U.S. SEC Rule 10b-5(b). Instead, they made an affirmative "statement made," namely, that NOW Corp. was The. foregoing finds support in the U.S. Supreme Court's ruling in

statement was rendered misleading by an omission. In the instant case, the statement of Appellants clearly was. The statement omitted the "critical qualifying information" that: (a) in his capacity as Chairman of As Macquarie clarified, the question is whether an affirmative

57 Id. at sec. 4.3.

Now Cort SEC En Banc Case No. 03-24-541 on and Mel V. Velarde v. EIPD Page 15 of 23 DECISION

have personal knowledge, of the decades-long dispute; and (b) the subject of the dispute was a multi-billion-peso liability that threatened 97.82% of NOW Corp.'s total assets. These omissions made the literal- but-evasive statement profoundly misleading to a reasonable investor. both entities, Mr. Velarde had personal knowledge, or is presumed to

SRC Rules,58 which provides that, in judging whether a communication is misleading, the context, audience, and clarity of the communication be considered. Neither can Appellants find refuge in Rule 24.1(d).4 of the 2015

are not expected to parse fine legal distinctions between the procedural narrow denial, its overall implication was profoundly misleading, as test; the overall context was the news of a multi-billion-peso risk, yet the disclosure ignored this substantive issue and focused only on the fails the audience test, as the trading participants and the investing public filing of the NTC Motion and the substance of the PHP 2.6 billion liability itself; they were entitled to a clear disclosure on the substance of the risk. discussed above. November 2021 Disclosure fails on all counts. First, it fails the context technicality--that NOW Corp. was not a party to the SC Case. Second, it Third, it fails the clarity test, because while the statement was clear in its Applying these very factors would clearly demonstrate that the

its position. The argument that the November 2021 Disclosure was merely "directly responsive to the PSE's request"59 is a futile attempt to Further, Appellants cannot hide behind the PSE's query to support

59 Appeal, par. 50. 58 RULE 24.1(D) scant information. Likewise material disclosure relegated to legends or footnotes. (Emphasis kept in mind that it is not always possible to restrict the readership of a particular communication; 24.i(d).4.3. The clarity of the communication. A statement or disciosure made in an unclear manner can result in a failure to understand the statement, or in a serious misunderstanding. A complex or overly technical explanation may worse cause even greater misunderstanding than too 24.1(d).4.1. The overall context in which the statement/s is/are made. A statement made in one context may be misleading even though such a statement could be perfectly appropriate in another context. An essential test in this regard is the balance of treatment of risks and potential 24.1(d).4.2. The audience to which the communication is directed. Different levels of audience appropriately. If the statements made in a communication would be applicable only to a 24.1(d).4. In judging whether a communication or a particular element of a communication may be misleading, several factors should be considered, including but not limited to: benefits; directed and the ability of the registered person given the nature of the media used, to restrict the limited audience, or if additional information might be necessary for other audiences, it should be and/or supplied explanation or detail may be necessary depending on the audience to which a communication is Manipulation of Security Prices False and Misleading Statements -- Advertisements and Communications with the Public; XXX XXX XXX

NOW Corporation and Mel V. Velarde v. EIPD SEC En Banc Case No. 03-24-541 Page 16 of 23 DECISION

speculation--the PHP 2.6 billion liability. SRC Rules is to file a current report "in order to clarify the said news item the concerned company."6o This is reinforced by the PSE Disclosure Rules.61 As earlier enunciated, Appellants failed to address the actual define its limits. The requirement under Rule 17.1.1.1.3(a) of the 2015 which may create public speculation if not officially denied or clarified by shift blame. A PSE query triggers the disclosure duty; it does not

Second, the alleged liability was a "material fact."

as follows: A "material fact" is defined under Rule 3.1.12 of the 2015 SRC Rules

Definition of Terms RULE 3

investor. 3.1.12. Material fact or information is any fact or information that may result in a change in the market price or value of any of the Issuer's securities, or may potentially affect the investment decision of an XXX XXX XXX

looks to what "a reasonable investor would find (the omission or misrepresentation] important in making an investment decision."63 This definition aligns with the U.S. standard in U.S. v. Vilar,62 which

a critical factor in deciding whether to buy, sell, or hold NOW Corp. shares, as it directly impacts the consolidated value and future viability for unpaid SRF and SUF, plus accumulated penalties, is undeniably a material fact. This figure, representing a significant contingent liability against NOW Corp.'s primary affiliate, "would reasonably be expected to affect the investors' decisions."64 A reasonable investor would certainly consider a multi-billion-peso claim against NOW Corp.'s main affiliate as of their investment. The subject of the News Report, a purported PHP 2.6 billion liability

their specific denial of knowledge, not on whether the PHP 2.6 billion liability itself was material. the underlying NTC Motion. Their arguments focus on the truthfulness of Notably, Appellants do not substantially dispute the materiality of

61 The note to Article VII, Section 4.5 of the PSE Disclosure Rules explicitly states that publicly 64 2015 SRC Rules, Title V, Rule 17.1.1.1.3(a). 60 2015 SRC Rules, Title V, Rule 17.1.1.1.3{a). circulated information "must be promptly clarified or confirmed by the Issuer... This is to prevent the 62 729 F.3d 62, 89 (2d Cir. 2013) [United States of America]. 63 Id., citing United States v. Contorinis, 692 F.3d 136, 143 (2d Cir.2012) creation of a false market."

NOw Corp SEC En Banc Case No. 03-24-541 Ind MelV.Velardey.ElPD Page 17 of 23 DECISION

Third, Appellants possessed the requisite knowledge.

reasonable ground to believe" that the statement was false or misleading. to the perpetrator's state of mind. The SRC provides a two-pronged standard for the requisite mental state: the perpetrator "knew" or "had The third element of a violation of Section 24.1(d) of the SRC relates

misleading quality of the statement. The phrase "reasonable ground to respondent's position, having conducted a reasonable inquiry, have the truth, that is, conduct which is highly unreasonable and which knowledge.65 The second prong, "had reasonable ground to believe," is knowledge.66 This language suggests that liability can be imposed even if the respondent did not have actual or positive knowledge of the falsity or believe" implies an objective test: would a reasonable person in the concluded that the statement was false or misleading?67 In addition, as held in the U.S. case of SEC v. Obus,68 intent to deceive, manipulate, or defraud "may be established through a showing of reckless disregard for represents an extreme departure from the standards of ordinary care."69 significantly broader and introduces a standard lower than actual The first prong, "knew," establishes a standard of actual

corporate fiction to establish knowledge, contrary to the stringent tests in Philippine National Bank v. Hydro Resources Contractors and Jardines Davies, Inc. v. JRB Realty, Inc.70 Appellants argue that the EIPD improperly pierced the veil of

This argument is fundamentally flawed.

in the Assailed Orders that suggest, even impliedly, that the EIPD shifted is elemental that piercing the veil of corporate fiction is a doctrine that subsidiary's liability upon the parent or vice versa.71 There was nothing disregards a corporation's separate personality to impose the Contrary to Appellants' position, the EIPD did not pierce the veil. It

65 See Black's Law Dictionary 2547 (8th ed., 2004). 71See Maricalum Mining Corporation v. Florentino, G.R. Nos. G.R. No. 221813, 222723, July 23, 2018 [Per Contractors Corporation, GR Nos. 167530, 167561, 167603, March 13, 2013 [Per J. Leonardo-De Castro, 67 See Escott v. BarChris Construction Corp., 283 F. Supp. 643 (S.D.N.Y. 1968] [United States of America]; Picart v. Smith, G.R. No. L-12219, March 15, 1918 [Per J. Street, En Banc]. 68 693 F.3d 276, 286 (2d Cir. 2012) [United States of America]. 69 Id., citing SEC v. McNulty, 137 F.3d 732, 741 (2d Cir.1998). 70 Appeal, pars. 55, 70. J. Gesmundo, Third Division], citing Kukan International Corporation v. Hon. Reyes, G.R. No. 182729, September 29, 2010 [Per J. Velasco, Jr., First Division]; Philippine National Bank v. Hydro Resources First Division]. 66 Id.

NOW Corporation and Mel V. Velarde v. EIPD SEC En Banc Case No. 03-24-541 Page 18 of 23 DECISION

over a party not impleaded in a case."73 Supreme Court held in Kukan International Corporation v. Reyes,72 piercing the veil is applied to "determine established liability," not to the alleged multi-billion-peso debt of NOW Telecom to NOW Corp. As the "confer on the court a jurisdiction it has not acquired, in the first place,

undeniable: the NTC claim concerned the affiliate representing 97.82% the facts supporting the knowledge of Appellants of the misleading the concurrent Chairman of NOW Corp. and Chairman/CEO of NOW throughout the NTC dispute's history. Second, the asset concentration is of NOW Corp.'s assets. establish the knowledge required by Section 24.1(d) of the SRC. Indeed, Telecom in 2021, and he was intimately involved in both entities quality of the November 2021 Disclosure are clear. First, Mr. Velarde was Here, the EIPD simply used the undisputed facts as evidence to

director of a publicly listed company. finding of liability was based on the failure of Appellants to provide full, fair, and accurate disclosure in the November 2021 Disclosure. As ignorance of the details of a multi-decade, multi-billion-peso dispute threatening their primary asset. Mr. Velarde, as Chairman of both entities, had actual knowledge thereof, or is presumed to know the same. For him to authorize or allow a disclosure claiming "no knowledge of the specific details" is, at a minimum, a reckless disregard for the truth and an extreme departure from the standards of ordinary care required of a violation did not concern the alleged liability of NOW Telecom; rather, the correctly held by the EIPD, it is incomprehensible for Appellants to claim Appellants failed to understand that the EIPD's finding of a

judice rule to justify their limited disclosure. However, Appellants' reliance on the sub judice rule is clearly misplaced. Apart from denying knowledge, Appellants further invoke the sub

rule does not, and cannot, override the SRC's mandate to ensure full and Section 24.1(d) of the SRC cannot be considered as a prejudicial comment rule "restricts comments and disclosures pertaining to judicial proceedings" to avoid influencing the court or obstructing justice.75 This fair disclosure of material facts to investors. The disclosure required in As held in Pilipinas Shell Petroleum Corp. v. Morales,74 the sub judice

V. Pajarillo v. Court of Appeals, G.R. Nos. 155056-57, October 19, 2007"[Per J. Chico-Nazario, J, Third Division]. 74 G.R. No. 203867, April 26, 2023 [Per J. Leonen, Second Division] 75 Id., citing Romero II v. Estrada, G.R. No. 174105, April 02, 2009 [J. Velasco, Jr., En Banc] 72 G.R. No. 182729, September 29, 2010 [Per J. Velasco, Jr., First Division], citing Heirs of the Late Panfile 13 d

NOW Corporation and Mel V. Velarde v. EIPD SEC En Banc Case No. 03-24-541 Page 19 of 23 DECISION

on the merits which will influence the court, or obstruct justice.

issuing the December 2021 Disclosure. This subsequent disclosure is a issued the December 2021 Disclosure anyway. That filing provided the very factual context, i.e. the contested P126 million assessment, the lack of a final demandable amount) they claimed was sub judice in the November 2021 Disclosure, proving the information was always clear and unequivocal admission by Appellants that the sub judice rule is not a valid justification to withhold material information from the public, even as early as November 2021. If the pending status of the SC Case truly restricted disclosure, it should have restricted the December 2021 Disclosure just as much as the November 2021 Disclosure. Yet, they disclosable and their reliance on the sub judice rule was a mere pretext. Interestingly, Appellants themselves compromised this defense by

purchase or sale of a security. Fourth, the statement was made for the "purpose of inducing'

but simply to comply with the PSE's request.76 Appellants claim their purpose was not to manipulate the market

We are not convinced.

inducing investors is properly inferred from the act itself. about a critical material fact-the PHP 2.6 billion liability-was to prevent panic-selling. This act induced investors to hold, or continue to buy, the security under a false premise. Therefore, the purpose of proven by direct admission; it can be inferred from the act itself and its natural and probable consequences. The News Report was adverse and could reasonably be expected to cause a stock price to fall. The natural and probable consequence of issuing a misleadingly evasive statement The purpose required by Section 24.1(d) of the SRC need not be

2021 Disclosure is evidence of "good faith compliance,"77 is similarly flawed. This argument fails for two (2) reasons. Appellants' related argument, that their subsequent December

subsequent correction. The Issuer is required to timely disclose material information.78 In this case, the market traded on misleading information for over a month, from the November 2021 Disclosure until the First, a violation of the SRC's disclosure rules is not cured by a

78 See Sumitomo Metal Mining Philippine Holdings Corporation. v. Corporation Finance Department, SEC En Banc Case No. 07-11-241, October 10, 2017. 76 Appeal, pars. 24, 44, 50. 77 Id. at par. 46.

NOW Corporation and Mel V. Velarde v. EIPD SEC En Banc Case No. 03-24-541 Page 20 of 23 DECISION

December 2021 Disclosure. This gap exposed the investing public to prejudice, loss, or damage which the SRC precisely seeks to prevent.

issuing a misleadingly evasive statement instead. material information in November 2021, but chose to withhold it by defense.79 The subsequent December 2021 Disclosure, far from proving good faith, demonstrated that Appellants all the while possessed the Second, "good faith" or a lack of intent to mislead is not a valid

I. Appellant personally liable. Velarde is

EIPD's finding regarding Mr. Velarde's personal accountability. Having established the liability of NOW Corp., We now address the

jurisprudence81 are incorrect. out"8o and that the EIPD erred by "piercing the veil of corporate fiction" without satisfying the high standards of proof required by Appellants' arguments that Mr. Velarde was improperly "singled

impose liability upon its stockholders or officers for a corporate debt or corporate veil. As discussed above, piercing the veil is a doctrine of equity, applied to disregard a corporation's separate personality to obligation, usually to remedy fraud. Appellants again mistakenly frame the issue as one of piercing the

as the "officer... responsible" under Section 54.1 of the SRC, thus: seek to hold Mr. Velarde liable for a corporate debt of NOW Corp. or NOW SRC, which expressly holds him personally accountable as a "person" and Telecom. The liability of Mr. Velarde was a result of his violation of the Here, the EIPD did not pierce the veil of corporate fiction. It did not

stated therein or necessary to make the statements therein not Code, its rule, or its orders; (b) Any registered broker or dealer, associated person thereof has failed reasonably to supervise, with a view to preventing violations, another person subject to supervision has, in a registration statement or in other reports, applications,l accounts, records or documents required by law or rules to be filed with the Commission, made any untrue statement of a material fact, or omitted to state any material fact required to bel SECTION. 54. Administrative Sanctions. - 54.1. If, after due notice and hearing, the Commission finds that: (a) There is a violation of this who commits any such violation; (c) Any registrant or other person

8o Reply Letter, p. 3; Request for Reconsideration, pp. 8-9. 31 Appeal, pars. 59-63, 68, 70-73, 77. 1 Id

NOW Corporation and Mel V. Velarde v. EIPD SEC En Banc Case No. 03-24-541 Page 21.of 23 DECISION

appropriate in light.of the facts and circumstances: inquiry with reasonable diligence to insure that a registration shall, in its discretion, and subject only to the limitations hereinafter prescribed, impose any or all of the following sanctions as may be statement is accurate and complete in all material respects; or (d) Any person has refused to permit any lawful examinations into its affairs, it misleading; or, in the case of an underwriter, has failed to conduct an

XXX XXX XXX

Two thousand pesos (P2,000.00) for each day of continuing violation; 82 more than 0ne million pesos (P1,000,000.00) plus not more than (Emiphasis and underscoring supplied) (ii) A fine of no less than Ten thousand pesos (P10,000.00) nor

XXX XXX XXX

making of a misleading statement, he personally violated Section 24.1(d) thereof.84 Moreover, this aligns with Section 30 of the Revised patently unlawful acts of the corporation or are guilty of gross negligence or bad faith in directing its affairs. of the SRC. The EIPD correctly held in its First Assailed Order that if the offender is a :corporation, penalties may also be imposed upon such the violation.83 This principle is affirmed in the SRC, which provides for parallel criminal liability for responsible officers under Section 73 Corporation Code of the Philippines (R.A. No. 11232),85 which holds directors or officers liable when they willfully and knowingly assent to juridical entity and upon the officers of the corporation responsible for When Mr. Velarde, acting for NOW Corp., made or caused the

Mr. Velarde "knew or had reasonable ground to believe" that the statement of "no knowledge" was false or misleading. 97.82% asset concentration, it was not made for the purpose of piercing the corporate veil, but to establish the element of knowledge required under Section 24.1(d) of the SRC. These facts overwhelmingly prove that When the EIPD considered Mr. Velarde's interlockingroles and the

83 First Assailed Order, p. 6. 84 Section 73 of R.A. No.8799 partly provides: 85 Sec. 30 of R.A..11232 partly provides: 82 R.A. 8799, Chapter XIil, sec. 54.1. See also Rule 54.1 of the 2015 SRC Rules. its stockholders or members and other persons. xxx (Emphasis supplied) entity and upon the officer or officers of the corporation, partnership, association or entity knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest.in conflict with their duty as such directors or trustees shall be jiable jointly and severally for all damages resulting therefrom suffered by the corporation, Section 73. Penalties. - xxx If the offender is a corporation, partnership or association or other SEc. 30. Liability of Directors, Trustees or Officers. - Directors or trustees who willfully and juridical entity, the penalty may in the discretion of the : esponsible for the violation xxx (Emphasis supplied) imposed upon such juridical

NOW Corporation SEC En Banc Case No. 03-24-5 41 and Mel V.Velarde v.EIPD Page 22 of 23 DECISION

being misrepresented is not a matter of recent awareness; it is deep seated and foundational to NOW Corp. and NOW Telecom's shared N0W Corp.'s Board and as CEO of N0W Telecom back in 2006.86 His leadership roles sufficiently establish his knowledge and awareness of history. As established, he held key interlocking positions as a member of the NTC dispute. presence at the inception of this relationship and his continued To stress, Mr. Velarde's personal knowledge of the material facts

N0W Telecom in 2021, his claim of ignorance is not just violation" and may be held administratively liable under Section 54.1 of incomprehensible; it is a direct contradiction of his continuous, high-level oversight of the very asset and the very dispute in question for over a decade. He is, without question, the corporate officer "responsible for the the SRC. Therefore, as the Chairman of NOW Corp. and Chairman/CEO of

to be appropriate and justified. Appellants' actions demonstrate a flagrant disregard for the fundamental duty of full, fair, and timely prevent. disclosure under the SRC, which left misleading information uncorrected in the market for over a month, causing the precise harm the law seeks to (PHP 1,000,000.00) imposed upon each Appellant. We find its imposition Finally, the Commission affirms the penalty of One Million Pesos

All told, the Commission finds no basis to reverse the EIPD.

Velarde is hereby DENIED for lack of merit. dated 04 March 2024 filed by Appellants NOW Corporation and Mel V. WHEREFORE, premises considered, the Appeal Memorandum

Securities Regulation Code, are hereby AFFIRMED. 2024 issued by the EIPD, finding Appellants NOW Corporation and Mel V Velarde administratively liable for violation of Section 24.1(d) of the The Order dated 15 June 2023 and the Order dated 16 February

ORDERED to pay the fine of One Million Pesos (PHP 1,000,000.00) each. Accordingly, Appellants NOW Corporation and Mel V. Velarde are

Corporation to determine if they could be held accountable in their liability of the other members of the Board of Directors of Appellant NOW Further, the EIPD is hereby DIRECTED to investigate the potential

86 Appeal, pars. 15-16, 66; Order, p. 3; First Assailed Order, p. 4; Second Assailed Order, p. 2.

NOW Corporation and Mel V.Velarde v.EIPD SEC En Banc Case No. 03-24-541 Page 23 of 23 DECISION

personal capacities. The imposition of the foregoing penalties upon PREJUDICE to any subsequent findings of liability against said directors. Appellants NOW Corporation and Mel V. Velarde is WITHOUT

SO ORDERED

Makati City, Philippines.

FRANCISCO ED.LIM

Chairperson

JAVEY PAUL D.FRANCISCO KARLOS.BELLO

Commissioner Commissioner

MCJILI BRYANT T. FERNANDEZ ROGELAOV.QUEVEDO W

Commissioner Commissioner

*Inhibited.