Professional Documents
Culture Documents
48 SCCP Board of Directors and Officers 49 Information Required by the Securities Regulation Code
51 Report of the Market Integrity Board 52 Report of the Corporate Governance Committee
101 Listed Issues as of Yearend 2009 104 List of Active Trading Participants
CONSOLIDATED % PARENT %
2009 2008 Change 2009 2008 Change
RESULTS OF OPERATIONS:
TOTAL REVENUES 622,259 729,112 (14.66) 545,175 774,500 (29.61)
Listing Fees, Maintenance & Processing Fees 202,092 340,548 (40.66) 202,092 340,548 (40.66)
Trading Fees 139,283 112,306 24.02 139,283 112,306 24.02
Service Fees 177,576 136,404 30.18 - -
Interest Income 86,830 110,703 (21.56) 79,748 102,761 (22.39)
Others 16,478 29,151 (43.47) 124,052 218,886 (43.33)
2
Annual Report 2009
When we look back at 2009, we see an investment environment There was the unusual trend in corporate earnings, which moved in
consisting of two seemingly divergent realities – a struggling real the opposite direction of the macroeconomy. Corporate earnings
economy coupled with a vibrant financial sector. rose by a remarkable 61 percent to P283.8 billion during the first
nine months of 2009 from P176.5 billion a year ago. The upsurge
On one hand, the real Philippine economy showed weakness. in net income figures was largely driven by huge one-time gains
from asset sales and a low-base effect when profits declined in
Under the weight of the recent global crisis, the economy was 2008. The asset sales reinforced the view that valuations were too
soft, and was dragged by a contraction in the manufacturing low to ignore and that stocks were worth picking up after the
sector, the sharp slowdown in exports and weaker personal market hit bottom.
consumption. The Philippine economy slowed to a growth of 0.9
percent in 2009, compared with 3.8 percent in the previous year If we adjust for these exceptional items, it would reflect an
as it defied expectations of an economic contraction. estimated core net profit growth of 29.5 percent for the first nine
months of the year.
On the production side, agricultural growth decelerated due
to the impact of tropical storms “Ondoy” and “Pepeng” on crop The financial markets also showed a substantial recovery from
production. The industrial sector, which also accounts for a third the crisis of 2008. The Philippine Stock Exchange index (PSEi)
of the economy, contracted during the year, as it also reflected closed the year with a spectacular gain not seen in 15 years as
declines in manufacturing and electricity, gas and water output. it ended 2009 at 3,052.68 points, posting an annual gain of 63
percent. Even the financials index demonstrated an increase of
On the expenditure side, contributing to the slowdown were: 46.6 percent. These indicators suggest that investor optimism
weaker personal consumption due to high prices of commodities; discounted the signals in the real economy and had a direct
lower investments in capital formation mainly from a contraction correlation with earnings results. It was also a reflection of the
of investments in durable equipment; and a steep contraction in high levels of locally generated liquidity that needed to be put
exports as merchandise exports continued to shrink from reduced to work in the form of active investments, as well as increased
exports of garments, semiconductors and electric microcircuits, foreign buying.
to name a few.
By the end of the year, trading activity initiatives in preparation for renewed the Exchange’s headquarters which
rebounded by as much as 32.3 percent to market activity in 2010. are currently housed in two separate
record an average daily turnover of P4.1 locations—Tektite Towers in Pasig City
billion – or near the levels we have seen With landmark pieces of legislation such as and Ayala Tower One along Ayala Avenue
before the crisis. the Personal Equity and Retirement Account in Makati—shall be integrated into one
Act (PERA) and the Real Estate Investment main office. The project aims to increase
The low interest rate environment further Trust (REIT) Law, we are hopeful that the the efficiency of the Exchange’s operations
underscored the attractiveness of the roster of Exchange-listed companies will and reduce its operational costs. The target
equities market. The 90-day T-bill offered by continue to grow in 2010. completion of the project is towards the
the government fetched an average yield of second half of 2010.
4.2 percent, lower than its 5.4 percent yield We also began a number of corporate
in 2008. governance initiatives that would benefit Recognizing the need for regional
the market. The ongoing projects include integration across markets, your Exchange
The peso appreciated against the US the upgrading of our listing and disclosure deepened its collaboration with other
dollar in 2009, moving together with the rules as we continue to align with ASEAN Exchanges by embarking on
appreciation of most currencies in the international best practices. We are also the development of a trading linkage
region. The peso closed at P46.20 per dollar, pursuing the development of a corporate in cooperation with the NYSE Euronext
stronger than its P47.52 level against the governance-based listing board called the Technology SAS. We envision the ASEAN
greenback in 2008. “Maharlika Board” for listed companies trading linkage to facilitate increased intra-
that want to subject themselves to higher ASEAN trading and allow the marketing of
Compared with our peers in the region, standards of corporate governance. ASEAN as an asset class in the global market.
the Philippine stock market fared better Transparency helps investors make better,
in terms of growth in value turnover at 23 informed decisions and there is a body Furthermore, the Exchange entered into
percent. Despite the impressive increase in of evidence that this translates to higher strategic alliances with major bourses in
trading activity, our Exchange still has the corporate valuations. the region such as the Shenzhen Stock
lowest market capitalization, value turnover Exchange, Ho Chi Minh Stock Exchange
4
Annual Report 2009
We were hopeful at the start of the year The turnaround in prices helped our Our local investor base continued to
that 2009 would serve as the turnaround domestic market capitalization to grow buoy the stock market as domestic trades
year for the stock market and your at its fastest pace in the history of the accounted for 67.6 percent of total trades
Exchange following a very challenging stock market. The 61 percent increase in for the year. Meanwhile, foreign investors
2008, perhaps one of the most difficult domestic market capitalization to P3.99 were net buyers at P14.92 billion,
years in the bourse’s history. On hindsight, trillion by the end of 2009 from its year- reversing the P22.16 billion net foreign
I believe we can now say that 2009 did not end level of P2.47 trillion in 2008 is an all- selling recorded in 2008.
disappoint. time high.
The recovery however was not enough to
At the start of the year, we stood on shaky Helping boost the increase in the market’s swing our net income figures higher than
ground as we saw first quarter figures size were the new listings of the shares what we recorded in 2008. In 2009, we
recording an average daily turnover of of three companies. These were software posted a consolidated net income of P208
below P2 billion and our main index, the developer Ripple E-Business International, million, 28.7 percent lower than what we
Philippine Stock Exchange Index (PSEi) Inc. which conducted an initial public posted in 2008. However, we managed
falling lower than the 1,900-point level. offering; exporter AgriNurture, Inc. and to reach these figures despite only one
Investors remained cautious while waiting mining company Century Peak Metals additional listing on the main board, due
for signs that the global financial crisis Holdings Corporation, which both listed in large part to increased trading activity
that struck late in 2007 has reached the their shares by way of introduction. and the efficient use of the company’s
bottom. In no time, investors found out resources.
that they would not have to wait long. Capital raised in 2009 also grew 23 percent
to P38.77 billion while trading activity, as Despite the challenging market, your
During the second quarter, our market measured by the total value turnover, for Exchange was invigorated by the broad
started to pick up and from there, never the period jumped 30 percent to P994.15 recovery in investor sentiment, the
looked back. And by the end of 2009, the billion.
PSEi had grown by 63 percent to post its
biggest annual turnaround since 1994.
passage of capital market-friendly laws, and the strong support of relish our victories in the past year, we are mindful that we still have
our local investor base. a long way to go. We need to keep building on the momentum
that has been created by the market’s recovery. In this light, the
The year 2009 also marked the second year of our five-year “LEVEL Exchange has lined up key programs for the stock market to kick-off
UP” strategic agenda which aims to provide a long-term vision the new decade, further support our LEVEL UP agenda and push the
in operating your Exchange and to bring into fruition our goal Exchange to new heights.
of becoming a premiere bourse. LEVEL UP stands for List more
companies and securities; Expand and educate the investor base; Some of the exciting plans for this year include the launch of a new
Value and enforce corporate governance standards; Enhance trading system; the implementation of our revised consolidated
shareholder value; Launch new products and services; Upgrade listing and disclosure rules; the launch of the Maharlika Board
market infrastructure and human resources; and Partner with or the special corporate governance listing segment; the office
government and other stakeholders. integration plan to merge our Ayala and Tektite offices; and the
launch of our Real Estate Investment Trust (REIT) product.
With the support of our board of directors, stakeholders, partners,
and employees, we have made significant inroads through our The PSE is also expected to benefit from the passage of two
LEVEL UP strategy as we followed through on the business plans additional and major capital market-friendly laws passed by
we set out for 2009. Congress in 2009. On June 30, 2009, the President of the Republic
of the Philippines signed into law Republic Act No. 9648, which
permanently exempts stock trades from the Documentary Stamp
“Despite the challenging market, Tax (DST).
your Exchange was invigorated On December 17, 2009, the REIT Act of 2009 became a law, which
by the broad recovery in investor is widely anticipated to usher in fresh listings on the bourse upon
its full implementation.
sentiment, the passage of capital
market-friendly laws, and the As the global economy slowly picks up in 2010, your Exchange
financial markets around the world. But demand for exported goods. The string of much better in 2009 compared with the
when the dust of the turmoil has all but typhoons that left widespread damages previous year. The gradual recovery in
settled, the Philippine stock market once in Luzon also slowed down production, the equities market allowed rates in low-
again showed its resilience and character particularly of agricultural products. risk instruments to remain low, with the
and built a new momentum for growth. average interest rate of the benchmark 91-
In anticipation of the challenging road to day short-term debt paper even declining
The PSEi surged by 1,179.83 points at the recovery, the government continued to to 4.19 percent at the end of the year from
close of 2009 to finish the year at 3,052.68 help stimulate the economy by hiking its an average of 5.39 percent in 2008.
points, 63.0 percent higher than its close expenses in critical areas. This however,
in 2008. This proved to be the highest puts a heavier burden on government’s After experiencing double-digit inflation
annual gain of the main index since the efforts to manage the fiscal deficit. In levels in 2008, the country’s headline
local stock market adopted a single main 2009, the government incurred a fiscal inflation rate tapered off in 2009. The
index in 1994 under a unified Exchange. A deficit of P299 billion by yearend, much headline inflation rate ended the year with
late surge allowed the benchmark index to higher than the P68 billion deficit an average of 3.2 percent, significantly
hit its highest mark of 3,119.96 points on recorded in 2008 and overshooting the lower than the 9.3 percent average
December 2, 2009. programmed deficit of P250 billion for posted in 2008. Major commodity groups
the full year 2009. The year’s shortfall was continuously recorded slower price
The local stock market reflected the aggravated by slower revenue collections, increases throughout the year, allowing
cautious but growing optimism about a which decreased by 6.6 percent, and the inflation rate to decelerate to a 22-
successful recovery. The improvement in soaring government disbursements, year low of 0.1 percent in August.
the profits of listed companies provided which grew by 11.9 percent.
a strong basis for the gains of stock The Philippine peso, along with other
prices. The combined net income of listed The country’s financial sector remained Asian currencies, gained value from the
companies during the first nine months of stable behind the deliberate monetary weakening US dollar as it closed the
the year increased by 60.8 percent, along policies of the Bangko Sentral ng Pilipinas year slightly up by P1.32 or 2.8 percent
with a 3.1 percent growth in aggregate (BSP), which have been instrumental in at P46.20 against the greenback from
revenues. * helping the local economy weather the last year’s finish of P47.52 per US dollar.
recent crisis. The central bank’s policy The continued inflows from overseas
This prevailing optimism and solid actions over the last few years, along with remittances also helped perk up the
corporate fundamentals allowed the the declining inflation rate, allowed the supply of dollars.
market to discount the lackluster BSP to further ease its key interest rates
performance of the Philippine economy early in the year. The BSP reduced its Financial markets started the year on a
that only managed to grow by less than overnight borrowing and lending rates sour note as investors were skeptical over
one percent or 0.9 percent in 2009. The five times during the first half of 2009, and the US$787 billion economic stimulus
economy continued to reel from the elected to keep the said rates low at 4.00 package enacted by the US government
*The figures were collated from 231 out of 246 domestic companies, whose interim financial reports for the said period were submitted to the PSE as of November 23, 2009.
and the financial rescue plan rolled out by (Fed) announced the purchase of long- shockwaves to the stock markets of the
the US Treasury Department in February. term Treasury bonds, a move which the United Arab Emirates (UAE), and also had a
Analysts expressed disappointment institution has not done in four decades. negative effect on global stocks, albeit not
over the plan’s lack of detail on how the Aside from purchasing up to US$300 billion as pronounced as UAE’s.
government would purge the financial in longer-term Treasury securities over
system of its bad assets, causing the Dow a six-month period, the Fed planned to After falling to around the US$30 per
Jones Industrial Average (DJIA) to plunge purchase an additional US$750 billion of barrel level towards the end of 2008, crude
by 4.6 percent or 381.99 points on February agency mortgage-backed securities, and oil prices slowly worked their way back
10, 2009. another US$100 billion worth of agency up in 2009, spurred by supply concerns
debt. The Fed also maintained its target and a declining US dollar. US crude oil
After being sidetracked by the much- range for the federal funds rate at zero to futures traded at the New York Mercantile
publicized failure of its financial system 0.25 percent to further support economic Exchange (NYMEX) went up to as high as
in 2008, Wall Street began picking up the activity and hasten the improvement of US$81.37 per barrel on October 21 before
pieces by demonstrating its resiliency market conditions. finishing the year at US$79.36 per barrel, a
and potential to recover from one of the 77.9 percent jump from their previous close
biggest economic crises in history. The While 2009 generally carried a theme of of US$44.60 per barrel in 2008.
DJIA ended 2009 with its best performance optimism among investors, the Dubai World
in six years, recording an increase of 18.8 incident that happened towards the end of Gold prices traded at the US Commodity
percent to finish at 10,428.05 points. The the year served as a reminder that the road Exchange reached new record highs in
local stock market tracked the resurgence to recovery has not yet been well paved. On 2009 and peaked at US$1,217.40 per ounce
of Wall Street by breaking the 3,000-level November 25, Dubai World, a government- on December 3. Gold eventually settled
on November 11 at 3,047.14 points to reach owned investment conglomerate which at US$1,096.20 per ounce at the end of
its highest level in 19 months, with the DJIA helped engineer Dubai’s economic 2009, 25.3 percent higher than its close the
surging to its own 13-month high on the surge, announced that it is seeking a six- previous year.
same date. month reprieve from an estimated US$26
billion worth of debt payments. The
New Listings
and Capital Raised
The Exchange welcomed three new companies to its roster of listed
firms in 2009. Ripple E-Business International, Inc. (RPL) conducted
the year’s sole initial public offering and was listed under the Small
and Medium Enterprises Board, the first listing on the SME Board
since 2003. The two other companies namely, AgriNurture, Inc.
(ANI) and Century Peak Metals Holdings Corporation (CPM) listed
their shares by way of introduction.
Total capital raised in 2009 from initial public offerings, stock rights
offerings and private placements amounted to P38.77 billion, up
by 22.9 percent from the P31.55 billion recorded the past year.
Total Foreign (in Php billion) 390.24 629.46 1,305.09 744.17 643.65 -13.51
Share of Foreign Trading to Total Trading (in percent) 50.88 54.96 48.76 48.71 32.37 -33.54
Capital Raised (in Php billion) 51.88 57.23 90.13 31.55 38.77 22.87
Initial Public Offerings (in Php billion) 29.83 19.02 18.91 1.95 0.02 -98.97
Additional Listings (in Php billion) 22.06 38.20 71.23 29.60 38.75 30.89
Market Capitalization, Yearend (in Php billion) 5,948.74 7,173.19 7,977.61 4,069.23 6,029.08 48.16
Domestic Firms (in Php billion) 2,129.95 3,352.00 4,266.82 2,474.05 3,991.93 61.35
Foreign Firms (in Php billion) 3,818.79 3,820.84 3,710.79 1,595.17 2,037.15 27.71
No. of Listed Companies, Yearend 236 239 244 246 248 0.81
Domestic 234 237 242 244 246 0.82
10 Foreign 2 2 2 2 2 0.00
No. of Listed Issues, Yearend 309 313 314 316 318 0.63
Annual Report 2009
Trading Transactions
Trading activity picked up in 2009 with total
value turnover narrowly missing the P1-
trillion mark as it surged by 30.14 percent
to P994.15 billion. Average daily turnover
also improved to P4.11 billion, a 32.29 Foreign Trading
percent increase from the P3.11 billion Despite uncertainties still lingering from
recorded in 2008. Due to the impressive the aftermath of the global financial crisis,
rise in trading activity, the Philippine stock foreign investors began making their
market ranked third in value turnover in way back to the local equities market.
dollar terms among Asian stock markets Foreign investors were net buyers for
and fourth among the 51 global stock the year in the amount of P14.92 billion,
exchanges that are members of the World a significant turnaround from the P22.16 Market Capitalization
Federation of Exchanges. billion net foreign selling figure recorded Domestic market capitalization at the
the previous year. Total foreign buying close of the year bounced back in
figures amounted to P329.28 billion, record fashion from last year’s decline
while foreign selling transactions came as it went up by 61.35 percent to P3.99
in at P314.37 billion. The share of foreign trillion, its highest recorded growth. Total
investor trades to total market trades, market capitalization, which includes
which went down to 32.37 percent from foreign corporations Manulife Financial
48.71 percent, reflected the apprehension Corporation (MFC) and Sun Life Financial
of foreign investors in emerging markets Inc. (SLF), also improved by 48.16 percent
but also highlighted the improved to P6.03 trillion from P4.07 trillion in 2008.
participation of local investors in the The financials sector had the biggest share
market. of total market capitalization, accounting
for 43.2 percent of the aggregate value
as it finished the year with a market
capitalization of P2.60 trillion.
Performance
of Sector Indices Table 3. Annual Growth Rate of Sector Indices
All PSE sector indices registered gains in 2009, showing their
resiliency after the previous year’s setback. The mining and oil Index 2008 2009 % change
sector had the largest turnaround, surging by 234.1 percent. This All Shares 1,196.99 1,918.64 60.3
was followed by the industrial sector, which improved by 115.7 Financials 456.89 669.97 46.6
percent; holding firms sector, by 79.6 percent; property sector, Industrial 2,145.65 4,628.69 115.7
by 72.6 percent; financials sector, by 46.6 percent, and services Holding Firms 897.45 1,611.52 79.6
sector, by 31.9 percent. Property 623.77 1,076.32 72.6
Services 1,143.59 1,508.92 31.9
Mining and Oil 3,221.55 10,762.84 234.1
Table 4. Domestic Market Capitalization and Trading Value by Sector (in Php billion)
Total Number of Issues 318 265 205 40 20 25 International Container Terminal Services, Inc. ICT 8,344,477,375
2004
2008
2006
2009
2005
2003
2002
2007
1994
1998
1996
1999
1995
2001
1997
650
9 500
420
300
0 1
2003 2004 2005 2006 2007 2008 2009
A total of 28 STTs were launched in 2009, involving over 1,434
participants in the minor competitions. A nationwide tournament
was also launched jointly with the Manila Times on May 21, 2009
entitled “The PSE-Manila Times Equity Challenge,” which drew
The PSE with The Philippine Council of Economic Students and The Junior
Philippine Economics Society hold the First Capital Markets Quiz Competition. 650 participants.
4. PSE-Smartlink Love Ko Si Misis Super Caravan on: Another major tournament was the PSE-Philippine Daily Inquirer
18 a. August 8, 2009 in Stolt Nielsen Makati Office (150 participants)
Market Rider Challenge, which mustered 120 participants.
b. September 19, 2009 in Philippine Transmaritime Corp.
Annual Report 2009
(PTC) Makati Office (200 participants) The “PSE-CitisecOnline MBA Challenge,” which was open only
c. September 26, 2009 in Cavite (100 participants) to current master of business administration students from
d. October 10, 2009 in Intramuros Manila (300 participants) various colleges and universities nationwide, was another major
e. November 21, 2009 in Cebu City (200 participants)
tournament. This contest drew 46 participants.
5. PSE-Smartlink-PTC Future seafarers, cadets, midshipmen in
the cities of Surigao del Norte, Agusan del Sur, and Misamis
Oriental on August 25-27, 2009 (600 participants) Best Thesis Competition
The Best Thesis Competition was likewise launched on December
Report.” Among the key topics that have been shown in the
segments were: “Why Do Private Companies Go Public?” ; “What
Are the Advantages of Going Public?” ; “The Responsibilities
of Publicly Listed Firms” ; “What is an Initial Public Offering?” ;
“Listing By Way of Introduction” ; “Disclosure Rules (4-Part Series)”;
“The Philippine Stock Exchange (5 Part Series)” ; and interviews
with the CEOs and chairpersons of publicly listed firms as well as
Exchange roadshows and seminars.
The PSE kicks off its Bull Run: Takbo Para sa Ekonomiya.
20 The annual run was held last January 18, 2009 with about
4,700 registered runners. The huge turnout of participants,
Annual Report 2009
Exchange Tours
Tours of the Exchange premises in Tektite and Ayala were conducted
for about 190 groups ranging from foreign and local colleges,
universities, corporations, institutions and other organizations. NBN4 officials ring the opening bell prior to the MOA Signing with the PSE.
Board of Investments,
Department of Trade and Industry
• June 25, 2009, “BOARD OF INVESTMENTS ORIENTATION SEMINAR”
PSE-COL launch the joint investor primer. This provided a firsthand glimpse of a rich reservoir of
candidates for eventual public listing.
Investor Profile” and the “PSE Quarterly there were 444,680 total client accounts, investors aged 30 to 44 comprised 31.8
Dividend Report”. up by 2.1 percent from the previous year’s percent of retail investors. Based on
total of 435,394 accounts. Of the total annual income, almost two-thirds of
accounts, 95.7 percent or 425,479 were investors earn less than P500,000 annually.
considered retail accounts or individual Those earning more than P1 million
accounts while 4.3 percent or 19,201 and above comprised one-fifth of retail
were classified as institutional accounts investors, while those earning between
or accounts owned by corporations. Local P500,000 and P1 million comprised 15.1
accounts comprised 99.0 percent of total percent of retail investors. Professionals
accounts at the Exchange. Meanwhile, and self-employed individuals comprised
active accounts tallied at 98,039 or 22.0 36.4 percent and 34.8 percent of retail
percent of the total number of accounts, investors. More than half or 61.5 percent
which decreased by 6.9 percent from the of these retail investors were based in
previous year’s total of 105,358 accounts. Metro Manila while another significant
34.4 percent were in Luzon.
The investor profile also provides more
in-depth information on online investors. PSE Quarterly
In 2008, the number of online trading Dividend Report
accounts increased by 8.5 percent. Of In 2009, the Exchange also embarked
the total 19,246 online accounts, 93.0 on a new publication that addresses the
percent are active, much higher than the need for dividend information of investors
18.8 percent ratio of active non-online who put a premium on dividend payment
accounts to total non-online accounts. history in making their investment
Online accounts represent only 4.3 decisions. The PSE Quarterly Dividend
percent of total stock market accounts. Report provides a summary of cash
However, in terms of volume, online trades dividend declarations of listed companies,
accounted for almost 20.0 percent of the which includes ex-dividend, record
total trades in the market. and payment dates. The report ranks
dividend declaring-companies based on
their dividend yield within a four-quarter
trailing period. The report also contains
the dividend history of a company in
the past three years to give investors a
better idea on the consistency of dividend
payments of various listed companies.
Exchange firms up CG reforms;
sets up investor protection fund
V - Value and enforce corporate governance standards
Corporate
Governance
The year 2009 marked the second year of the Exchange’s Corporate The Exchange intends to further improve and strengthen its risk
Governance Improvement Program (CGIP). Launched in 2007, management system by engaging the services of an advisory firm
the CGIP is a multi-year development initiative that is aimed at in 2010.
improving and strengthening the Exchange’s internal governance
system, as well as building trust and confidence in the Exchange. Operations Manual
The Exchange is now in the process of documenting and updating
The program focuses on seven core development areas namely, its systems and processes. Various departments updated their own
Enterprise Risk Management (ERM) and controls; transparency and Standard Operating Procedures (SOP) in line with developments
disclosure; performance management; stakeholder engagement; such as the new trading and accounting systems. This initiative
Board structure and functioning; regional benchmarking; and to revise the operations manual is expected to provide business
the rules for listing on the Maharlika Board and was fortunate to to the Philippine business environment and culture.
have two experts from the Global Corporate Governance Forum
in Washington DC fly in and provide their expertise in the process. The guidelines are designed to aid listed companies as they
endeavor to improve their corporate governance practices.
The Exchange also engaged two experts to assist in the It shall be a basis for the benchmarking of practices and the
development of the Maharlika Board. Dr. Stephen Cheung, who monitoring of progress. The guidelines are recommendations and
is a well-known expert on corporate governance in the Asian not prescriptions. No penalties will be imposed on companies
region, was engaged to study the correlation of firm valuation that do not comply with these guidelines. However, since the
and corporate governance. Meanwhile, Atty. Cesar Villanueva of objective is to elevate listed companies’ corporate governance
the Villanueva, Gabionza & De Santos Law Offices wrote the study practices, a “comply or explain” system shall be implemented. As
on the legalities of establishing the corporate governance board. such, companies will be required to report compliance with the
guidelines or explain why they could not comply with them.
The study of Dr. Cheung and Atty. Villanueva presented good
24 results that support the establishment of the Maharlika Board.
Investor Rights and Obligations
The findings proved that investors value corporate governance
Annual Report 2009
Several consultations were made in Hong Kong, in cooperation The PSE co-hosted the OECD Asian Roundtable in September 2009.
with the Asian Corporate Governance Association (ACGA), (Photo courtesy of ICD)
gathering investment companies and fund managers from
United States, Europe and Asia. The comments include their full Investor Dialogue Series
support to the project as it is seen as innovative and can promote The ICD has been a long-time institutional partner of the Exchange
corporate governance among listed companies. The participants in its corporate governance initiatives. In 2009, a joint project for
during the consultations also made suggestions on topics such as an Investor Dialogue Series was organized. The Dialogue Series
the proxy voting and independent directors. These suggestions is meant to become an avenue where issues can be discussed
are now the subject of further study by the CGO. among the stakeholders and a better relationship among all
parties concerned could be established. Two forums have been
held to allow stakeholders to air their concerns.
The Annual Corporate Governance of Directors and Board Committees (e.g., The Exchange’s Rules Governing Trading
Scorecard Project is a continuing partnership Nomination Committee, Compensation Rights and Trading Participants which
between the PSE, ICD and SEC. The PSE co- and Remuneration Committee, and Audit superseded the dated Membership Rules
hosted the Organization for Economic Co- Committee). The brokers are also required of the Exchange were approved by the SEC
operation and Development (OECD) Asian to have at least two independent directors on May 28, 2009 and were published on the
Task Force on Related Party Transactions who shall ensure that the principle of Exchange’s website on June 18, 2009. One
Roundtable Discussion with representatives good governance is complied with. The essential provision of the rule requires each
from various countries, each sharing their Exchange, through its annual regulatory trading participant to pledge its trading
experience on their regulation of related examination conducted on brokers, right to the extent of its full value to secure
party transactions. The product of this evaluates the latter’s compliance with the the payment of all debts and claims due its
working session is the Guide on Fighting established manual. clients, the Exchange and to other trading
Abusive Related Party Transactions in Asia participants of the Exchange and to the
- a document increasingly being cited by The Exchange continues to enforce its Securities Clearing Corporation of the
experts, regulators and other international disclosure rules among the listed companies Philippines. As of December 29, 2009, 98
CG bodies. in line with its initiative of promoting good trading participants had already executed
governance and towards a fair and efficient and submitted their pledge agreements to
The Exchange likewise successfully co- market. Moreover, the Exchange continued the Exchange in compliance with the rule
hosted the OECD Asian Roundtable on to intensify its campaign to educate and provision.
Corporate Governance which was held for assist listed companies to strictly comply
the first time in Manila last September 9 -10, with the Disclosure Rules. The Exchange completed its annual
2009. regulatory audit of 66 trading participants
The Exchange is in the process of revisiting of which 19 were found to have fully
on Custody of Client Funds and Securities with the Exchange through the Market
The proposed rules for the establishment
will be submitted to the MIB and later Regulation Division (MRD).
and operation of the “PSE Special
endorsed to the Board for approval.
Prosecution Fund for Investors” were
already approved by the MIB and the Requirements and qualifications:
Board. The prosecution fund was created Amendment to the a. Applicant investor must be a natural
to extend financial assistance in the form Rules on Public person with a direct investment in any
of the securities listed on the Exchange;
of a subsidy for legal costs to claimants of
failed trading participants.
Bidding of the PSE b. The case to be filed must be a criminal
Trading Right case against a trading participant, its
Proposed rules The Exchange revised the existing rules directors, officers, and/or agents;
on public bidding to include additional c. The investor will jointly or collectively
regarding trading qualification requirements for bidders prosecute the case together with at least
26 four other similarly situated investors;
participants with the aim of ensuring financial capacity
and market integrity of participating d. The actual civil claim of the investor
Annual Report 2009
The Exchange drafted a rule on additional against the trading participant shall not
bidders. The Amended Rules on Public
disclosure obligations of trading be less than P200,000.00; and
Bidding of the PSE Trading Right and Other
participants, which was patterned after e. The cause of action is based on, or
Trade-Related Assets will be submitted to
the disclosure rules for broker dealers in related to, a violation of the Securities
the Board for approval.
other jurisdictions, in accordance with the Regulation Code and its implementing
suggestion of the MIB to address issues on rules and regulations.
It should be noted that the Exchange
transparency of brokers’ operations. The
successfully auctioned the trading right of
proposed “Rules on Additional Disclosure Limitations on the use
HK Securities, Inc. (HK) by public bidding
Obligation of Trading Participants” were of the Fund:
last September 10, 2009. The proceeds of
already approved by the MIB and endorsed a. The maximum amount of the grant
the sale will be distributed and allocated
to the Board for approval. for each applicant shall not exceed
on a pro-rata basis to HK’s clients upon
the approval of the sale by the PSE Board. P100,000.00.
Pursuant to the mandate of the MIB, b. Any grant shall be used only to pay
HK’s trading right was sold pursuant to
the Exchange also drafted a rule for the exclusive and direct fees of the
the Takeover Order issued by the SEC last
arbitration between investors and trading lawyer, who must be acceptable to the
September 25, 2008 for violation of the
participants, patterned largely after the Exchange, in handling the prosecution
Exchange rules and securities laws.
arbitration rules of the Financial Industry of the criminal case.
c. No assistance shall be granted to any
person (a) who is a director, officer,
or other agent of the relevant trading
participant, or its affiliate or subsidiary,
or (b) who is the spouse, children, or
relative within the fourth degree of
consanguinity or affinity of said director,
officer, or agent.
d. No assistance shall also be granted
where the criminal violation and/or
the damage/loss to the investor(s) (a)
is partly or wholly caused or influenced
by acts directly attributable to the
investor(s), or (b) could have been
prevented by the exercise of due
diligence by the investor(s).
Exchange boosts
stakeholder engagements
E - Enhance shareholder value
Performance Stakeholder
Management Engagement
Budget Planning
The Exchange conducted a
consultations with local and international
series of
Implementation
A system of evaluating projects for inclusion
stakeholders from April to November 2009. of Purchase
in the annual budget was adopted to
These sessions were done to reach out to the Order/Inventory
improve the planning, implementation
and monitoring processes of the Exchange.
Exchange’s key stakeholders and draw from Management Project
them insights, concerns and suggestions on The primary objective of the project is to
More so, budget planning clearly specifies
how best the Exchange can help address improve the efficiency of Procurement
accountabilities, sets the timeline, and
the issues that these groups may have. It
establishes performance measures and and Inventory Management Processes
was also an opportunity for the Exchange to
deliverables for each project. by implementing the system using the
inform these stakeholders about its current
Business Development
Feasibility Study on Developing a
Derivatives and Commodities Exchange
The CBM Group (CBM), a New York-based financial consultancy
firm engaged by the Exchange in 2008, concluded their feasibility
study on the development of a derivatives and commodities
exchange in the Philippines.
Information
Technology
The Exchange continues to pursue the In line with the Exchange’s plan to In line with the implementation of the
enhancement of its trading infrastructure ensure continuous trading despite the NTS, the Exchange facilitated the training
through its New Trading System unavailability of the primary data center, and testing of a total of 604 trainees as of
(NTS) project. In 2009, infrastructure preliminary works have started to move December 2009 using the PAM workstation
improvements include the upgrade of the Disaster Recovery (DR) servers to a high or the trading terminal for the new trading
the Exchange’s internet connection from security, reliable and stable site. Both local system replacing MarketWorks. Traders who
2 megabits per second (mbps) to a high and foreign sites are being considered for have successfully passed the examination
speed 10 mbps link; the study and use of this co-location project. Market survey and can request for their Trader ID to be used
posted during the pre-close period. Korea Capital Market Seminar sponsored by the Korea Financial
Investment Association (“KOFIA”, formerly Korea Securities
In line with the Exchange’s program to promote good corporate Dealers Association); and immersion/exposure training of Issuer
governance, certain sections of the existing Trading Rules were Regulation Division (IRD) personnel at the Hong Kong Stock
amended and implemented. Exchange and Clearing Ltd. (HKEx).
was also approved by the Board last August 12, 2009 has been to Level 3 Exams. It is noteworthy that another employee passed
submitted to the SEC for approval. the Level 1 Exam and qualified for the Level 2 Exam as a scholar.
Stockholders
Board of Directors NOMELEC
Market Office of the Audit Committee
Integrity President
Board Corporate Governance
Corporate Committee
Governance Office
Corporate Secretary Board Secretariat
Strategy Mgt.
Treasurer
Risk Mgt.
Internal Audit
COO Office of the
Gen. Counsel
SCCP Issuer Technology Market Operations Market Regulation Capital Markets Finance and Corporate Services
Regulation Division Division Division Development Division Investments Division Division
Division
Applications Trading Operations Trading Marketing Budget &
Listings Development & Control Dept. Participants Services Dept. Treasury Dept. Corporate & Human Resources
Department Department Regulation Dept. External Affairs & Administration
Broker Systems Market Education Accounting Department Department
Disclosure Infrastructure Support & Cert. Dept. Market Dept. Dept.
Department Systems Admin Surveillance Dept. Corporate Human Resources
Deparment Trading Business Dev’t PSE Foundation Planning & Mgt. Section
Development Dept. Prosecution & Dept. Research Section
Market Data Enforcement Dept. Administration
Business Data Management Public & Investor Section
Department Dept. Relations Section
Database
Administration
Department
Employee Stock Purchase Plan (ESPP)
The year 2009 marked the second offering of the Employee Stock Purchase Plan (ESPP) to
qualified employees or participants with at least one year tenure in the Exchange and its
subsidiary, the Securities Clearing Corporation of the Philippines (SCCP). A total of 50,000
shares with an additional 7,760 ESPP shares that were unavailed of in 2008 were offered
for sale to qualified employees or participants. The exercise price, or the determined price
during the time of offer, is P238.02 per ESPP share. This is based on the Volume Weighted
Average Price (VWAP) of PSE shares during the preceding month ending July 3, 2009, with
a 10 percent discount. A total of 57,748 ESPP shares were subscribed to as of the close of
December 2009. The ESPP team of Administrators is composed of the Exchange’s Chief
Operating Officer (COO) as the Chairman, and the Head of the Corporate Services Division
and COO of the SCCP as members.
The PSE Board attends the signing of the Personal Equity and Retirement
The law mandates that shares of stock in a real estate Account Act in Malacañang.
32 investment company must be listed on the stock exchange to
make it easier to buy or sell shares and promote transparency in The Exchange was at the forefront of the successful passage of
Annual Report 2009
these companies. A REIT company is taxed on its gross income the Personal Equity and Retirement Account (PERA) law which
less allowable deductions and dividends distributed. In order was signed on August 22, 2008. On October 21, 2009, the PERA
to enjoy the corresponding corporate tax incentives, the REIT implementing rules and regulations (IRR) were approved by
the Bangko Sentral ng Pilipinas, the Securities and Exchange
company must distribute at least 90 percent of its distributable
Commission, Department of Finance (DoF), Office of the Insurance
income as dividends and maintain its status as a public and
Commissioner, and the Bureau of Internal Revenue (BIR). However,
listed company. The investment vehicle is required to be in the
the revenue regulations for the PERA Act have yet to be approved
corporate form, externally managed, with at least 75 percent of
by the DoF and the BIR.
its deposited property being income-producing property; must
observe limitations on ownership levels, borrowings, property The Exchange supported the passage of the PERA Law to promote
development activities; and should comply with requirements capital market development and encourage voluntary personal
for interested party transactions, allowable investments, savings and investments to provide for one’s retirement. The PERA
reportorial and disclosure requirements. Investment risks are Law also helps provide greater financial security to the working
minimized since the assets of a REIT company are managed population while at the same time aids in generating more tax
professionally by an independent fund and property manager. revenues for the government in the form of turnover taxes.
Abolition of Documentary Stamp Under the PERA Law, individual and married couples may
Tax (DST) on Secondary Trading contribute up to P100,000 and P200,000 per year, respectively.
On June 30, 2009, the President of the Republic of the Philippines If the contributor is an overseas Filipino, the maximum annual
signed into law Republic Act No. 9648, which exempts from DST contribution goes up to P200,000 per individual and P400,000 per
the sale, barter or exchange of shares of stock listed and traded couple.
through the stock exchange, with retroactive effect to March
Under the new law, a PERA contributor will enjoy the following
20, 2009.
benefits:
FRIA aims to establish new and effective procedures in insolvency proceedings which are designed to maximize the chances for the
survival of the business of a financially distressed company or individual by providing four different remedies, such as:
PSE taps Thomson Reuters Philippines for the makeover of the PSE-Insular
electronic billboard.
The Exchange entered into separate Memorandum of PSE and Department of Agriculture sign an MOA for a commodities trading study.
Understanding (MOU) with Shenzhen Stock Exchange, Ho Chi MOA with the Department
Minh Stock Exchange, and Korea Exchange, Inc. to explore
of Agriculture to pave the way
mutual cooperation through information and experience sharing.
for a Philippine commodities exchange
The MOUs are expected to benefit the respective markets and
The Exchange and the Department of Agriculture (DA) signed an
assist in the maintenance of orderly financial markets in each
MOA to pursue the development of an organized commodities
jurisdiction. The stock exchanges have agreed that mutual
market in the Philippines. Under the Agreement, the Exchange
collaboration, cooperation and communication among the
and DA shall work together in engaging various stakeholders
parties will facilitate the development and efficient operation of
and farmer groups to ensure that an appropriate structure is
the securities markets. The MOUs are subjected to the execution
established for a commodities exchange. DA, together with its
of definitive implementing agreements.
attached agencies, the National Food Authority, Sugar Regulatory
Administration, and the Philippine Coconut Authority, shall also
be extending assistance and support in setting up the necessary
regulatory environment to facilitate the establishment of an
organized commodities market. The assistance by the DA also
extends to setting up the necessary infrastructure, such as
warehouses and farm-to-market roads, to ensure the efficient
delivery of agriculture commodities.
The PSE-Insular electronic board flashes market data and news to motorists that
ply through the busy intersection of Ayala Avenue and Paseo de Roxas in Makati.
The Pasig River connects key areas of Metro Manila, making it
more susceptible to waste that hamper its rehabilitation. As a
meaningful response, the ABS-CBN Foundation, through the
donation from different organizations such as the PSE Foundation,
began community-based strategies for residents along the
riverbanks beginning with the Estero de Paco near the Paco
Market and Quirino Highway. Since then, residents along Estero de
Paco have contributed to the Pasig River’s rehabilitation through
proper waste management.
Corporate
The Securities Clearing Corporation of the Philippines, a wholly- The Depository project of the SCCP aims to provide the equities
The Philippine Stock Exchange, Inc.
owned subsidiary of The Philippine Stock Exchange, Inc., market participants with a central system performing both
registered a 39 percent increase in net income to P104.12 million the depository and clearing and settlement functions. This
for 2009 from P74.86 million in 2008. Meanwhile, the service fees would enable the SCCP to be at par with the practices of most
earned by SCCP increased by 30 percent to P177.58 million from Exchanges where the clearinghouse and the depository are
P136.40 million in 2008. During the year 2009, the SCCP Board operated by one entity which is under the direct regulation
declared cash dividends on two occasions: one on February 25, of the Exchange. In addition to creating efficiency, the SCCP
2009 in the amount of P28.2 million in favor of stockholders on aims to reduce the friction costs of its clearing members and
record as of March 2, 2009, and these were paid on March 6, ultimately, the end-investors.
2009; and the other on December 15, 2009 in the amount P80.0
million in favor of stockholders on record as of December 31, PSE New Trading System Project
2009 and these were paid on February 22, 2010. The SCCP worked closely with the PSE-Information Technology
Division for the revision of processes needed to be done in
36 Clearing and Settlement Operations extracting trade and closing prices data, which are expected to
For the year 2009, Clearing Members continued to maintain be affected when the New Trading System (NTS) is launched.
Annual Report 2009
a very satisfactory compliance rate of 99.95 percent for the Moreover, the SCCP participated in the NTS market rehearsals
delivery of their securities and cash obligations by the 12:00 facilitated by the Exchange, since the SCCP is one of the
noon deadline on T+3. There were no overnight settlement fails recipients of the trade feed for end-of-trading data validation
experienced during the year; hence, the SCCP did not need to and uploading.
tap its credit facility with any of its settlement banks to cover a
potential cash fail. PDTC’s Migration from
Fintracs to eCS system
As part of the SCCP’s infrastructure enhancement and in line with The SCCP took active participation in the activities conducted
its objective of improving settlement processing and releasing by the Philippine Depository & Trust Corp. (PDTC) prior to
cash and securities entitlements at an earlier time, the SCCP the live implementation of their new depository system (eCS
purchased its own production and back up database servers and system) in mid 2009. This includes the SCCP’s participation in
the necessary Oracle software in order to migrate its clearing the market-wide testing providing support to the participants
and settlement system from the PSE database server to its own and ensuring the integrity of the connectivity and interface
database server. Testing of the new database servers is ongoing between the CCCS and eCS systems, full-cycle processing of
and the SCCP expects to effect the planned migration within settlement instructions and pledging/uplifting of securities as
the first quarter of 2010. Moreover, the SCCP’s Settlement Banks collateral.
have automated the crediting of due broker proceeds from the
clearing members’ settlement accounts directly to their working Risk Management and Monitoring
accounts. Risk management and monitoring continued to be given
top priority during the entire 2009. The SCCP consistently
SCCP Depository Project implemented its risk management procedures on “Highly
In early 2009, the SCCP created a Depository Project Team Unusual Settlement Obligations,” “Haircut on Pledged Securities
composed of officers of the Exchange and SCCP, tasked to set Collateral,” and “Designated Stocks” or stocks that exhibit
up the depository for SCCP. Prior to the kick-off of this project, unusual price, volume and value changes as part of its daily
the team presented to the SCCP Board of Directors the proposed functions. The SCCP likewise closely monitored whether each
market structure as well as the financial and organizational plan clearing member was adequately capitalized to meet its daily
for establishing the depository. After receiving the approval of average netted obligations.
the Board, the Depository Project Team (1) drafted the proposed
depository rules and operating procedures, in consultation with As we had previously reported, the SCCP had engaged the
the PSE-Market Regulation Division as well as market participants; services of The CBM Group, Inc., a management consulting firm
(2) presented to the Securities and Exchange Commission (SEC) based in New York, USA, to undertake a study on clearing house
the proposed depository rules and operating procedures as well equity market risk management and institutionalize the SCCP’s
as the proposed market set-up; (3) provided preview sessions risk management procedures and become at par with global
for the clearing members on the Depository module of the CCCS standards and practices. This was known as “Project Clearing
system; and (4) trained with a major Depository overseas who House”.
Project Clearing House
On November 11, 2009, The CBM Group presented its final report
to the joint Board of Directors of the PSE and the SCCP. The
recommendations of The CBM Group are as follows:
be fully automated and Clearing Members and the SCCP will only
The CBM Group recommends that the SCCP introduce have to use the CCCS System for (1) Marking to Market of the
risk-based trading limits. The trading limit should be Clearing Members’ unsettled trades and collateral deposits; (2)
imposed on a clearing member in the event that its (a) Notification of collateral requirements / refund to all concerned
Margin collateral is less than the Margin Requirement of clearing members; (3) Delivery of cash or securities collateral;
SCCP; (b) Super Margin collateral is less than the Super (4) Execution of early delivery instructions; (5) Generation of
Margin Requirement of SCCP; or (c) its Due Clearing corresponding reports; and (6) Monitoring by SCCP of delivery
obligations to SCCP are more than the current level of the of collaterals by the Clearing Members.
CTGF, collateral posted and any line of credit provided
by its settlement bank. The trading limit will serve as Securities Borrowing and Lending
the SCCP’s credit limit to its clearing members such that The SCCP awaits the approval of the SEC to be a Lending
the inability of a clearing member to post margins on its Agent for Securities Borrowing and Lending (SBL) transactions
38
trade obligations would cause the SCCP to restrict said where the SCCP as Lending Agent will play the role of a Central
Annual Report 2009
144 PetroEnergy Resources Corporation www.petroenergy.com.ph 185 SM Prime Holdings, Inc. www.smprime.com
145 Petron Corporation www.petron.com 186 Solid Group, Inc. www.solidgroup.com.ph
146 Philcomsat Holdings Corporation www.philcomsat.com.ph 187 South China Resources, Inc. www.southchinaresourcesinc.com.ph
147 Philex Mining Corporation www.philexmining.com.ph 188 Southeast Asia Cement Holdings, Inc. www.lafarge.com
148 Philippine Bank of Communications www.pbcom.com.ph 189 Splash Corporation www.splash.com.ph
149 Philippine Estates Corporation www.phes.net 190 Sta. Lucia Land, Inc. www.stalucialand.com.ph
150 Philippine Long Distance Telephone Company www.pldt.com.ph 191 Sun Life Financial Inc. www.sunlife.com
151 Philippine National Bank www.pnb.com.ph 192 Suntrust Home Developers, Inc. www.suntrusthomedevelopers.com
152 Philippine National Construction Corporation www.pncc.com.ph 193 Supercity Realty Development Corporation www.supercity.com.ph
153 Philippine Racing Club, Inc. www.santa-ana-park.com 194 Swift Foods, Inc. www.myswiftfoods.com.ph
154 Philippine Realty and Holdings Corporation http://philrealtycorp.com 195 Tanduay Holdings, Inc. www.tanduay.com
155 Philippine Savings Bank www.psbank.com.ph 196 The Philippine Stock Exchange, Inc. www.pse.com.ph
156 Philippine Seven Corporation www.7-eleven.com.ph 197 The Philodrill Corporation www.philodrill.com
157 Philippine Telegraph and Telephone Corporation www.ptt.net.ph 198 TKC Steel Corporation www.tkcsteel.com
40 158 Philippine Tobacco Flue-Curing and Redrying Corp. www.ptfc-brc.com 199 Trans-Asia Oil and Energy Development Corp. www.transasia-energy.com
159 Philippine Trust Company www.philtrustbank.com 200 Transpacific Broadband Group International Inc. www.tbgi.net.ph
Annual Report 2009
160 PhilWeb Corporation www.philweb.com.ph 201 Union Bank of the Philippines, Inc. www.unionbankph.com
161 Phoenix Petroleum Philippines, Inc. www.phoenixphilippines.com 202 United Paragon Mining Corporation www.unitedparagon.com
162 Pilipino Telephone Corporation www.piltel.com.ph 203 Universal Robina Corporation www.urc.com.ph
163 PNOC Exploration Corporation www.pnoc-ec.com.ph 204 Uniwide Holdings, Inc. www.uni-wide.com
164 Polar Property Holdings Corporation www.polar.com.ph 205 Vantage Equities, Inc. www.ivantage.ph
165 Premiere Entertainment Philippines, Inc. www.pepinc.ph 206 Victorias Milling Company, Inc. www.victoriasmilling.com
166 Prime Gaming Philippines, Inc. www.pgpi.com.ph 207 Vista Land & Lifescapes, Inc. www.vistaland.com.ph
167 Prime Orion Philippines, Inc. www.primeorion.com 208 Vitarich Corporation www.vitarich.com
168 Republic Glass Holdings Corporation www.repglass.net 209 Vulcan Industrial and Mining Corporation www.vulcanminingandpetroleum.webs.com
169 RFM Corporation www.rfmfoods.com 210 Waterfront Philippines, Incorporated www.waterfronthotels.net
170 Ripple E-Business International, Inc. www.iripple.com 211 Wellex Industries, Incorporated www.wellex.com.ph
171 Rizal Commercial Banking Corporation www.rcbc.com 212 Zeus Holdings, Inc. www.zeusholdingsinc.com
as of March 31, 2010
Listed Companies
without Websites
Company
1 Abr a M i n i n g a n d I n d u s t r i a l C o r p o r a t i o n
2 AGP I n d u s t r i a l C o r p o r a t i o n
3 Asia A m a l g a m a t e d H o l d i n g s C o r p o r a t i o n
4 Bog o - M e d e l l i n M i l l i n g C o m p a n y , I n c.
5 Crow n E q u i t i e s , I n c.
6 Cyb e r B a y C o r p o r a t i o n
7 Diz o n C o p p e r - S i l ve r M i n e s , I n c.
8 Eve r - G o t e s c o R e s o u r c e s a n d H o l d i n g s , I n c.
9 Fili p i n o F u n d , I n c.
10 For u m Pa c i f i c , I n c.
11 Got e s c o L a n d , I n c.
12 Imp e r i a l R e s o u r c e s , I n c.
13 Kep p e l P h i l i p p i n e s H o l d i n g s , I n c.
14 Libe r t y F l o u r M i l l s , I n c.
15 Ma ka t i F i n a n c e C o r p o r a t i o n
16 Ma r s t e e l C o n s o l i d a t e d , I n c.
17 Met r o A l l i a n c e H o l d i n g s & E q u i t i e s C o r p .
18 Met r o Pa c i f i c To l l w a y s C o r p o r a t i o n
19 Min e r a l e s I n d u s t r i a s C o r p o r a t i o n
20 MJ C I n ve s t m e n t s C o r p o r a t i o n
21 Mo n d r a g o n I n t e r n a t i o n a l P h i l i p p i n e s , I n c o r p o r a t e d
22 MR C A l l i e d I n d u s t r i e s , I n c.
Hans B. Sicat
Chairman Francisco Ed. Lim1
Chairman, Corporate President and Alejandro T. Yu
Governance Committee Chief Executive Officer Director and Treasurer
44
Annual Report 2009
Eduardo L. David
Independent Director
Member, Corporate
Governance Committee
Omelita J. Tiangco2
Director
Member,
Eusebio H. Tanco Audit and Corporate Estrella C. Elamparo3
Director Governance Committees Director
Member, Audit Committee
Amor C. Iliscupidez
Director Anabelle L. Chua
Member, Audit Committee Director
Member, Corporate Member,
John Aloysius S. Bernas Governance Committee
Audit and Corporate
Independent Director David O. Chua
Governance Committees Director
Member, Audit and Corporate
Governance Committees
Roel A. Refran
Vice President and General
Counsel
Roy Joseph M. Rafols2 Concurrent Head,
Senior Vice President and
Issuer Regulation Division 4
Chief Operating Officer
46
Val Antonio B. Suarez3
Senior Vice President and
Annual Report 2009
Renee D. Rubio
SCCP Chief Operating Officer
Jinky A. Alora
Assistant Vice President and
Head, Trading Participants Marsha Matilde R. Pepino6
Regulation Department Assistant Vice President
OIC, Market and Internal Audit Officer
Regulation Division
1. September 16, 2004 to February 15, 2010
Rachelle C. Blanch 2. March 19, 2007 to September 30, 2009
Assistant Vice President 3. January 18, 2010 to present
and Head, Market 4. January 13, 2010 to present
5. November 1, 2007 to February 28, 2010
Operations Division 6. October 1, 2007 to February 28, 2010
Jo Ann G. Bautista
Head, Business
Development Department
Janet A. Encarnacion
Head, Disclosure
Department
Eliza S. Rodriguez Elisa L. Benavidez Marsha Angelyn M.
Head, Accounting Head, Budget and Resurreccion
Head, Listings
Department Treasury Department
Department
SCCP Board of
Directors and Officers
The Philippine Stock Exchange, Inc.
48 Roberto A. Atendido
Director
Annual Report 2009
Alejandro T. Yu
Director
Anabelle L. Chua
Emmanuel O. Bautista Director
Director
John Aloysius S. Bernas
Director
Eddie T. Gobing
Director
Estrella C. Elamparo3
Director
Cornelio T. Peralta
Director
Omelita J. Tiangco2
Director
Dividends
Dividends per Share:
P8.80 in 2007.
P20.00 in 2008.
P8.00 in 2009.
P10.00 in 2010,
broken down as P3.40 regular dividend and P6.60 special cash dividend to stockholders
of record as of March 25, 2010 and payable on April 21, 2010.
Dividend Policy
The Company adopts a policy for the declaration of a regular cash dividend out of
the unrestricted retained earnings equivalent to 50 percent of the Company’s audited
net income. The declaration of dividends is dependent on the cash flow and financial
condition of the Company.
For the year 2009, the Company offered 57.760 shares to eligible employees, of which,
57,748 were availed of. To date, a total of 99,988 shares were actually subscribed by
the employees.
Report of the
Market Integrity
Board
The Market Integrity Board (“MIB”) is pleased to report to the The year 2009 also saw the MIB spearheading the move for a possible
stockholders of the Exchange the results of its oversight of the spin-off of the regulatory functions of the Exchange, currently
regulatory functions of the Market Regulation Division (“MRD”). undertaken by the MRD, into a separate company to further ensure
the regulatory independence of the Exchange’s audit, surveillance
The MIB is the Exchange’s independent body exercising oversight and compliance unit. In moving for the spin-off, the MIB recognized
authority and supervision over the regulatory activities of the the need to establish the independence of the regulatory function
MRD, including the promulgation of rules relating to audit, of the Exchange thereby allowing the Exchange to devote more
compliance and surveillance, adaptation for local conditions of time in managing its trading and business functions.
best practices on governance among trading participants, and
such other measures necessary to strengthen the self-regulatory Except for the hiatus in the MIB during October of last year, brought
functions of the Exchange. As an autonomous body, the decisions about by the expiration of the term of the members thereof and a
and actions of the MIB are not subject to review by the Exchange’s change in its composition, the MIB remained true to its mandate,
The MIB also resolved 29 cases, upon appeal by the relevant party. CORNELIO T. PERALTA
These included appeals on the regular audit findings of the MRD, Chairman
investor complaints, and cases of unusual trading activities and
trading irregularities. It was noted that the rules frequently violated
by trading participants were on books and records, segregation
of broker and dealer function, order ticket, the code of conduct
and professional ethics for traders and salesmen, and the rules
governing the trading of PSE shares.
Report of the
Corporate Governance
Committee
The Philippine Stock Exchange, Inc.
On behalf of the Corporate Governance Committee (“The The Committee is also pleased to report that the approved quarterly
Committee”), I am pleased to report the steps undertaken by this review system has been effective in achieving its goal of improving
Committee to further strengthen the Philippine Stock Exchange the efficiency of the operations of the Exchange. This system
as an institution and promote good governance to all of its allowed departments to work more closely and coordinate well to
stakeholders. In conducting its work, the Committee is guided by implement the projects.
the goals of improving efficiency in operations, finding the means
necessary to increase confidence of investors and adding value for Over the past year, the Committee supported and approved the
all its stakeholders through promoting good governance practices. participation of the Exchange in several international conferences
such as the OECD Asian Roundtable on Corporate Governance and
Towards this end, the Committee approved and monitored the the Asian and Oceanian Stock Exchanges Federation (AOSEF) Task
52 implementation of some internal systems and measures that will Force on Corporate Governance during its general membership
improve the delivery of services to all our stakeholders. These meeting in April 2009. These conferences allowed the Exchange
Annual Report 2009
measures include risk management, the review of existing rules and to build good relationships with international entities such as
proposed changes and the implementation of quarterly reviews. other exchanges, the OECD, the IFC, the World Bank, AGCA, and
The committee also worked with the Audit Committee in initiating international fund managers. These conferences will help toward
a review and update of the PSE’s integrated work manual. increasing confidence in the Exchange by providing information to
the public about the Exchange’s initiatives in improving the stock
Coming out of the financial crisis, the Committee instructed the market environment. One of these initiatives is the creation of the
Corporate Governance Office (CGO) to review the risk management Maharlika Board which has gained a lot of support, both locally and
system of the Exchange. After discussions with the different internationally.
departments, the CGO submitted the top risks facing the company
with corresponding measures to address these risks. The Committee The Committee acknowledges that there are challenges to be
will carefully monitor that these risks be reviewed regularly and addressed and a lot of work still needs to be done. The Committee
that the Exchange shall manage its risks effectively. believes that a strong governance structure, coupled with good
working relationships with our stakeholders, is the key to achieving
The work on the integrated work manual is a complementary step its goals.
to minimizing operational risks and improving efficiencies within
the PSE. Once completed and implemented, it should also ensure
consistency of processes, and smoother linkages across operating
units.
• Management has the primary responsibility for the financial statements and the reporting process.
• SGV & Co. is responsible for expressing an opinion on the conformity of the Company’s annual audited consolidated financial
statements with Philippine Financial Reporting Standards.
• The Committee discussed and approved the overall scope and the respective audit of SGV & Co. The Committee also discussed the
Based on the reviews and discussions undertaken, and subject to the limitations on our roles and responsibilities referred to above, the
Audit Committee recommended to the Board of Directors the inclusion of the Company’s audited consolidated financial statements as
of and for the year ended December 31, 2009 in the Company’s Annual Report to the Stockholders and for filing with the Securities and
Exchange Commission.
53
April 5, 2010.
EUSEBIO H. TANCO
Member
AMOR C. ILISCUPIDEZ OMELITA J. TIANGCO
Member Member
54
Annual Report 2009
Independent Auditors’ Report
The Stockholders and the Board of Directors
The Philippine Stock Exchange, Inc.
Philippine Stock Exchange Centre
Exchange Road, Ortigas Center, Pasig City
We have audited the accompanying financial statements of The Philippine Stock Exchange, Inc. and Subsidiary (the Group) and of
The Philippine Stock Exchange, Inc. (the Parent Company), which comprise the consolidated and the parent company balance
sheets as at December 31, 2009 and 2008, and the consolidated and the parent company statements of comprehensive income,
the consolidated and the parent company statements of changes in equity and the consolidated and the parent company
statements of cash flows for each of the three years in the period ended December 31, 2009, and a summary of significant
accounting policies and other explanatory notes.
Management is responsible for the preparation and fair presentation of these financial statements in accordance with Philippine
Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the
preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error;
selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditors’ Responsibility
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are 55
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Group and of the Parent
Company as of December 31, 2009 and 2008, and their financial performance and their cash flows for each of the three years in the
period ended December 31, 2009 in accordance with Philippine Financial Reporting Standards.
Ramon D. Dizon
Partner
CPA Certificate No. 46047
SEC Accreditation No. 0077-AR-2
Tax Identification No. 102-085-577
PTR No. 2087532, January 4, 2010, Makati City
December 31
Consolidated Parent Company
2009 2008 2009 2008
The Philippine Stock Exchange, Inc.
ASSETS
Current Assets
Cash and cash equivalents (Notes 4, 5 and 6) P
= 393,730,584 P
= 132,488,824 P
= 325,470,441 P
= 60,132,769
Short-term available-for-sale
investments (Notes 4, 5 and 7) 315,897,605 367,632,653 200,111,264 313,479,536
Receivables (Notes 3, 4, 5 and 8) 57,950,759 65,077,459 125,525,969 101,413,271
Other current assets 23,753,389 19,300,575 23,337,481 19,244,840
Total Current Assets 791,332,337 584,499,511 674,445,155 494,270,416
Noncurrent Assets
Long-term available-for-sale
investments (Notes 3, 4, 5 and 7) 610,472,899 841,401,285 585,899,723 801,554,240
Property and equipment (Notes 3 and 9) 509,183,881 452,186,356 507,764,447 450,581,422
Investment in a subsidiary (Note 10) – – 69,545,393 69,545,393
56 Investment in an associate (Note 10) 116,099,824 106,818,647 112,546,550 106,818,647
Investments of clearing and trade guaranty fund (Note 11) 455,395,814 402,288,607 – –
Annual Report 2009
Consolidated
Retained Earnings Net Unrealized
Additional Deposit for Gain on
Paid-in Future Stock Donated Available
Capital Stock Capital Treasury Subscription Capital for-Sale
(Notes 1 (Notes 16 Stock (Notes 16 Unappropriated (Notes 15 Appropriated Investments
and 16) and 26) (Note 16) and 26) (Note 16) and 16) (Note 16) (Note 7) Total
Balances at January 1, 2009 P = 30,555,024 P = 976,786,993 (P
= 68,000,008) P
= 5,422,349 P
= 487,206,261 P
= 387,637,585 P
= 71,000,000 P
= 16,434,488 P = 1,907,042,692
Total comprehensive income – – – – 207,743,248 – – 25,301,403 233,044,651
Issuance of capital stock 96,894 22,883,921 – (5,422,349) – – – – 17,558,466
Share-based payment – 210,359 – 736,434 – – – – 946,793
Reissuance of treasury stock – – 1 – – – – – 1
Cash dividends – – – – (243,178,000) – – – (243,178,000)
Balances at
December 31, 2009 P
= 30,651,918 P = 999,881,273 (P
= 68,000,007) P
= 736,434 P
= 451,771,509 P
= 387,637,585 P
= 71,000,000 P
= 41,735,891 P
= 1,915,414,603
Parent Company
Net
Retained Earnings Unrealized
Additional Deposit for Gain on
Paid-in Future Stock Donated Available
Capital Stock Capital Treasury Subscription Capital for-Sale
(Notes 1 (Notes 16 Stock (Notes 16 Unappropriated (Notes 15 Appropriated Investments
and 16) and 26) (Note 16) and 26) (Note 16) and 16) (Note 16) (Note 7) Total
Balances at January 1, 2009 P = 30,555,024 P = 976,786,993 (P
= 68,000,008) P
= 5,422,349 P
= 429,703,012 P
= 387,637,585 P
= 71,000,000 P
= 15,915,890 P = 1,849,020,845
Total comprehensive income – – – – 207,666,429 – – 25,905,255 233,571,684
Issuance of capital stock 96,894 22,883,921 – (5,422,349) – – – – 17,558,466
Share-based payment – 210,359 – 736,434 – – – – 946,793
Reissuance of treasury stock – – 1 – – – – – 1
Cash dividends – – – – (243,178,000) – – – (243,178,000)
Balances at
December 31, 2009 P
= 30,651,918 P = 999,881,273 (P
= 68,000,007) P
= 736,434 P
= 394,191,441 P
= 387,637,585 P
= 71,000,000 P
= 41,821,145 P
= 1,857,919,789
1. Corporate Information
The Philippine Stock Exchange, Inc. (the Parent Company or the Exchange) was incorporated in the Philippines on July 14,
1992 as a non-stock corporation primarily to provide and maintain a convenient and suitable market for the exchange,
purchase and sale of all types of securities and other instruments.
On August 8, 2001, the Parent Company was converted from a non-stock corporation to a stock corporation (demutualization)
with an authorized capital stock of P
= 36.8 million divided into 36.8 million shares at a par value of P
= 1.00 per share as prescribed
by Republic Act (RA) No. 8799 entitled “Securities Regulation Code” (SRC) and pursuant to a conversion plan approved by the
Securities and Exchange Commission (SEC).
The salient features of the demutualization plan approved by the SEC on August 3, 2001 include, among others, the following:
a. Conversion of the Parent Company into a stock corporation by amending its Articles of Incorporation and by-laws;
b. Subscription of each member of 50,000 shares at P = 1.00 per share. The remaining balance of the Membership
Contributions account of P
= 277.4 million shall be treated as additional paid-in capital;
c. Issuance of trading rights to brokers in recognition of the existing seat ownership by the brokers;
On December 15, 2003, the Parent Company’s shares of stock were listed by way of introduction of its outstanding shares to
comply with the requirements mandated by the SRC, particularly the conversion of the Parent Company into a stock 61
corporation.
Securities Clearing Corporation of the Philippines (SCCP), a 100% owned subsidiary of the Exchange, is a domestic
corporation organized to carry out and strictly implement the following functions: (1) Delivery-versus-Payment trade settlement;
(2) fails management and administration of the Clearing and Trade Guaranty Fund (CTGF); and (3) risk monitoring and
management.
To ensure compliance of clearing members, SCCP is authorized by the SEC to impose fines and penalties and other sanctions
as approved by SCCP’s board of directors (BOD).
SCCP was given a temporary license to operate by the SEC and started its commercial operations on January 3, 2000. On
January 15, 2002, the SEC approved SCCP’s request for a permanent license as a clearing agency subject to its compliance
with the requirements of Section 42 of the SRC entitled “Registration of Clearing Agency.”
The registered office address of the Parent Company is Philippine Stock Exchange Centre, Exchange Road, Ortigas Center,
Pasig City.
The accompanying financial statements were authorized for issue by the BOD on March 10, 2010.
2. Summary of Significant Accounting Policies
Statement of Compliance
The consolidated financial statements of the Parent Company and SCCP (collectively referred to as the Group) and of the
Parent Company have been prepared in compliance with Philippine Financial Reporting Standards (PFRS).
The Philippine Stock Exchange, Inc.
Basis of Preparation
The accompanying financial statements have been prepared on a historical cost basis, except for available-for-sale (AFS)
investments and the investments of CTGF that have been measured at fair value. The financial statements are presented in
Philippine Peso (P
= ), which is also the presentation and functional currency of the Parent Company.
Basis of Consolidation
The consolidated financial statements include the financial statements of the Parent Company and its wholly owned subsidiary,
SCCP, and are prepared for the same reporting year as the Parent Company, using consistent accounting policies.
All significant intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group
transactions are eliminated in full in the consolidation.
62 Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue
to be consolidated until the date that such control ceases. Control is achieved where the Group has the power to govern the
Annual Report 2009
financial and operating policies of an entity so as to obtain benefit from its activities.
Standards or interpretations that have been adopted and that are deemed to have an impact on the financial statements or
performance of the Group are described below:
PAS 1, Presentation of Financial Statements, separates owner and non-owner changes in equity. The statement of
changes in equity includes only details of transactions with owners, with non-owner changes in equity presented in a
reconciliation of each component of equity. In addition, the standard introduces the statement of comprehensive income: it
presents all items of recognized income and expense, either in one single statement, or in two linked statements. The
Group has elected to present one single statement comprehensive income.
PFRS 7 Amendments - Improving Disclosures about Financial Instruments, require additional disclosures about fair value
measurement and liquidity risk. Fair value measurements related to items recorded at fair value are to be disclosed by
source of inputs using a three level fair value hierarchy, by class, for all financial instruments recognized at fair value. In
addition, a reconciliation between the beginning and ending balance for level 3 fair value measurements is now required,
as well as significant transfers between levels in the fair value hierarchy. The amendments also clarify the requirements
for liquidity risk disclosures with respect to derivative transactions and financial assets used for liquidity management. The
fair value measurement disclosures are presented in Note 5.
PFRS 8, Operating Segments, replaces PAS 14, Segment Reporting, adopts a full management approach to reporting
segment information. The information reported would be that which management uses internally for evaluating the
performance of operating segments and allocating resources to those segments. The Group determined that the operating
segments under PFRS 8 are similar to the business segments previously identified under PAS 14. Hence, adoption of this
standard did not have any effect on the financial statements of the Group.
Improvements to PFRSs (2008). The omnibus amendments to PFRSs issued in 2008 were issued primarily with a view to
removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The
adoption of the improvements resulted in changes in accounting policies but did not have any impact on the financial
position or performance of the Group.
PFRS 3, Business Combinations (Revised) and PAS 27, Consolidated and Separate Financial Statements (Amended), is
effective for annual periods beginning on or after July 1, 2009. PFRS 3 (Revised) introduces significant changes in the
accounting for business combinations occurring after this date. Changes affect the valuation of non-controlling interest,
Philippine Interpretation IFRIC 17, Distributions of Non-Cash Assets to Owners, is effective for annual periods beginning
on or after July 1, 2009 with early application permitted. It provides guidance on how to account for non-cash distributions
to owners. The interpretation clarifies when to recognize a liability, how to measure it and the associated assets, and
when to derecognize the asset and liability.
PAS 39 Amendment - Eligible Hedged Items, is effective for annual periods beginning on or after July 1, 2009. It clarifies
that an entity is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument
as a hedged item. This also covers the designation of inflation as a hedged risk or portion in particular situations.
PFRS 2 Amendments - Group Cash-settled Share-based Payment Transactions, is effective for annual periods beginning
on or after January 1, 2010. It clarifies the scope and the accounting for group cash-settled share-based payment
transactions.
Improvements to PFRSs
The omnibus amendments to PFRSs issued in 2009 were issued primarily with a view to removing inconsistencies and
clarifying wording. The amendments are effective for annual periods beginning January 1, 2010 except as otherwise stated.
PFRS 2, Share-based Payment, clarifies that the contribution of a business on formation of a joint venture and
combinations under common control are not within the scope of PFRS 2 even though they are out of scope of PFRS 3
(Revised). The amendment is effective for financial years on or after July 1, 2009.
PFRS 5, Noncurrent Assets Held for Sale and Discontinued Operations, clarifies that the disclosures required in respect of
non-current assets and disposal groups classified as held for sale or discontinued operations are only those set out in
PFRS 5. The disclosure requirements of other PFRS only apply if specifically required for such non-current assets or
discontinued operations.
The Philippine Stock Exchange, Inc.
PFRS 8, Operating Segments, clarifies that segment assets and liabilities need only be reported when those assets and
liabilities are included in measures that are used by the chief operating decision maker.
PAS 1, Presentation of Financial Statements, clarifies that the terms of a liability that could result, at anytime, in its
settlement by the issuance of equity instruments at the option of the counterparty do not affect its classification.
PAS 7, Statement of Cash Flows, explicitly states that only expenditure that results in a recognized asset can be classified
as a cash flow from investing activities.
PAS 17, Leases, removes the specific guidance on classifying land as a lease. Prior to the amendment, leases of land
were classified as operating leases. The amendment now requires that leases of land are classified as either ‘finance’ or
‘operating’ in accordance with the general principles of PAS 17. The amendments will be applied retrospectively.
64 PAS 36, Impairment of Assets, clarifies that the largest unit permitted for allocating goodwill, acquired in a business
combination, is the operating segment as defined in PFRS 8 before aggregation for reporting purposes.
Annual Report 2009
PAS 38, Intangible Assets, clarifies that if an intangible asset acquired in a business combination is identifiable only with
another intangible asset, the acquirer may recognize the group of intangible assets as a single asset provided the
individual assets have similar useful lives. Also clarifies that the valuation techniques presented for determining the fair
value of intangible assets acquired in a business combination that are not traded in active markets are only examples and
are not restrictive on the methods that can be used.
PAS 39, Financial Instruments: Recognition and Measurement, clarifies the following:
a. that a prepayment option is considered closely related to the host contract when the exercise price of a prepayment
option reimburses the lender up to the approximate present value of lost interest for the remaining term of the host
contract;
b. that the scope exemption for contracts between an acquirer and a vendor in a business combination to buy or sell an
acquiree at a future date applies only to binding forward contracts, and not derivative contracts where further actions
by either party are still to be taken; and
c. that gains or losses on cash flow hedges of a forecast transaction that subsequently results in the recognition of a
financial instrument or on cash flow hedges of recognized financial instruments should be reclassified in the period
that the hedged forecast cash flows affect profit or loss.
Philippine Interpretation IFRIC 9, Reassessment of Embedded Derivatives, clarifies that it does not apply to possible
reassessment at the date of acquisition, to embedded derivatives in contracts acquired in a business combination between
entities or businesses under common control or the formation of joint venture.
Philippine Interpretation IFRIC 16, Hedge of a Net Investment in a Foreign Operation, states that, in a hedge of a net
investment in a foreign operation, qualifying hedging instruments may be held by any entity or entities within the group,
including the foreign operation itself, as long as the designation, documentation and effectiveness requirements of PAS 39
that relate to a net investment hedge are satisfied.
The Group does not expect the adoption of these new standards, interpretations, amendments to standards and improvements
to standards to have a significant impact on its financial statements.
Summary of Significant Accounting Policies
Date of Recognition. The Group recognizes a financial asset or a financial liability on its balance sheet when, and only when,
the entity becomes a party to the contractual provisions of the instrument. All regular way purchases and sales of financial
assets are recognized on the trade date, which is the date that the Group commits to purchase the asset. Regular way
purchases and sales are purchases or sales of financial assets that require delivery of assets within period generally
established by regulation or convention in the market place.
Financial assets are classified into the following categories: financial asset at fair value through profit or loss (FVPL), held-to-
maturity (HTM) investments, loans and receivables, and AFS investments. Financial liabilities are classified either as financial
liabilities at FVPL or other financial liabilities at amortized cost. The classification depends on the purpose for which the
investments were acquired and whether they are quoted in an active market. The Group determines the classification at initial
recognition and, where allowed and appropriate, re-evaluates this designation at every reporting date.
Determination of Fair Value. The fair value for financial instruments traded in active markets at the balance sheet date is based
on their quoted market price or dealer price quotations, without any deduction for transaction costs. When current bid and
asking prices are not available, the price of the most recent transaction provides evidence of the current fair value as long as
there has not been a significant change in economic circumstances since the time of the transaction.
65
For all other financial instruments not listed in an active market, the fair value is determined by using appropriate valuation
Day 1 Difference. Where the transaction price in a non-active market is different from the fair value based on other observable
current market transactions in the same instrument or based on a valuation technique whose variables include only data from
observable market, the Group recognizes the difference between the transaction price and fair value (a Day 1 difference) in the
statement of comprehensive income unless it qualifies for recognition as some other type of asset. In cases where use is
made of data which is not observable, the difference between the transaction price and model value is recognized in the
statement of comprehensive income only when the inputs become observable or when the instrument is derecognized. For
each transaction, the Group determines the appropriate method of recognizing the Day 1 difference amount.
Financial Assets and Liabilities at FVPL. Financial assets and liabilities at FVPL include financial assets or liability held for
trading and financial assets and liabilities designated upon initial recognition as at FVPL.
Financial assets or liabilities are classified as held for trading if they are acquired or incurred for the purpose of selling or
repurchasing in the near term.
Financial assets and liabilities are designated at initial recognition as at FVPL if any of the following criteria are met: (a) the
designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the assets
or liabilities or recognizing gains or losses on them on a different basis; or (b) the assets or liabilities are part of a group of
financial assets or a group of financial liabilities which are managed and their performance evaluated on a fair value basis, in
accordance with a documented risk management strategy; or (c) the financial asset and liability contains an embedded
derivative that would need to be separately recorded.
An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract
with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative.
The Group assesses whether embedded derivatives are required to be separated from the host contracts when the Group first
becomes a party to the contract. Reassessment only occurs if there is a change in the terms of the contract that significantly
modifies the cash flows that would otherwise be required.
An embedded derivative is bifurcated/separated from the host financial or non-financial asset contract and accounted for as a
The Philippine Stock Exchange, Inc.
The economic characteristics and risks of the embedded derivative are not closely related to the economic characteristic of
the host contract;
A separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and
The hybrid or combined instrument is not recognized at FVPL.
Embedded derivatives that are bifurcated from the host contracts are accounted for as financial assets at FVPL. Changes in
fair values are included in the statement of comprehensive income.
As of December 31, 2009 and 2008, the Group has no financial assets and liabilities classified as financial assets and liabilities
at FVPL.
66
HTM Investments. HTM investments are quoted non-derivative financial assets with fixed or determinable payments and fixed
Annual Report 2009
maturities for which the Group’s management has the positive intention and ability to hold to maturity. Where the Group sells
other than an insignificant amount of HTM investments, the entire category would be tainted and reclassified as AFS
investments. After initial measurement, these investments are subsequently measured at amortized cost using the effective
interest rate method, less impairment in value. Amortized cost is calculated by taking into account any discount or premium on
acquisition and fees that are an integral part of the effective interest rate. Gains and losses are recognized in the statement of
comprehensive income when the HTM investments are derecognized and impaired, as well as through the amortization
process.
As of December 31, 2009 and 2008, the Group has no financial assets classified as HTM investments.
Loans and Receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments and
are not quoted in an active market. They are not entered into with the intention of immediate or short-term resale and are not
classified or designated as AFS financial assets or financial assets at FVPL. Such assets are carried at cost or amortized cost
in the balance sheet. Gains and losses are recognized in the statement of comprehensive income when the loans and
receivables are derecognize and impaired, as well as through the amortization process. Amortization is determined using the
effective interest method and is included under interest income in the statement of comprehensive income. Loans and
receivables are classified as current assets if maturity is within 12 months from balance sheet date. Otherwise, these are
classified as noncurrent assets.
Included under this category are the Group’s cash and cash equivalents, receivables, accrued interest receivable, dividends
receivable and other receivables.
AFS Investments. AFS investments are those which are designated as such or do not qualify to be classified or designated as
financial assets at FVPL, HTM investments or loans and receivables. They are purchased and held indefinitely, and may be
sold in response to liquidity requirements or changes in market conditions. AFS investments are classified as current assets if
management intends to sell all these financial assets within 12 months from balance sheet date. Otherwise, these are
classified as noncurrent assets.
After initial measurement, AFS investments are subsequently measured at fair value. Fair value gains and losses are reported
as a separate component in equity until the investment is derecognized or the investment is determined to be impaired at which
time the cumulative gain or loss previously reported in equity is recognized in the statement of comprehensive income. On
derecognition or impairment, the cumulative fair value gains and losses previously reported in equity are transferred to the
statement of comprehensive income.
Included under this category are the Group’s investments in government securities and investment in golf club shares.
Other Financial Liabilities. Issued financial instruments or their components, which are not designated at FVPL are classified
as other financial liabilities, where the substance of the contractual arrangement results in the Group having an obligation either
to deliver cash or another financial asset to the holder, or to satisfy the obligation other than by the exchange of a fixed amount
of cash or another financial asset for a fixed number of own equity shares. After initial measurement, other financial liabilities
are subsequently measured at amortized cost using the effective interest rate method. Amortized cost is calculated by taking
into account any related premium, discount and any directly attributable transaction costs.
Included under this category are the Group’s accounts payable (excluding taxes payables), accrued expenses and other
current liabilities.
Financial Assets Carried at Amortized Cost. The Group first assesses individually whether objective evidence of impairment
exists individually for financial assets that are individually significant or collectively for financial assets that are not individually
significant. If there is objective evidence that an impairment loss on loans and receivables has been incurred, the amount of
If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether
significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively
assesses them for impairment. Loans and receivables that are individually assessed for impairment and for which an
impairment loss is or continues to be recognized are not included in the collective assessment of impairment. The carrying
67
amount of the asset is reduced through the use of an allowance account. The amount of the loss is charged to the statement
of comprehensive income.
AFS Investments. In case of equity investments, this would include a significant or prolonged decline in the fair value of the
investments below its cost. Where there is evidence of impairment, the cumulative loss – measured as the difference between
the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in the
statement of comprehensive income – is removed from equity and recognized in the statement of comprehensive income.
Impairment losses on equity investments are not reversed through the statement of comprehensive income. Increases in fair
value after impairment are recognized directly in equity.
In the case of debt instruments, impairment is assessed based on the same criteria as financial assets carried at amortized
cost. Future interest income is based on the reduced carrying amount and is accrued based on the rate of interest used to
discount future cash flows for the purpose of measuring impairment loss. Such accrual is recorded as part of interest income in
the statement of comprehensive income. If subsequently, the fair value of a debt instrument increased and the increase can be
objectively related to an event occurring after the impairment loss was recognized in the statement of comprehensive income,
the impairment loss is reversed through the statement of comprehensive income.
Derecognition of Financial Assets and Liabilities
Financial assets are derecognized when (a) the rights to receive cash flows from the asset have expired; (b) the Group retains
the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third
party under a pass-through arrangement or; (c) the Group has transferred its rights to receive cash flows from the asset and
either has transferred substantially all the risks and rewards of the asset, or has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of the asset.
The Philippine Stock Exchange, Inc.
Where the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control
of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset. Continuing involvement
that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the
asset and the maximum amount of consideration that the Group could be required to repay.
Financial liabilities are derecognized when the obligations under the liability is discharged, cancelled or expires. Where an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the statement of
comprehensive income.
currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize
the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, where the
related assets and liabilities are presented gross in the balance sheet.
Investments of CTGF
The CTGF represents contributions of the Exchange and the clearing members as well as interest income earned thereon.
The CTGF is a risk management tool designed to protect the market against the settlement risks of clearing members. The
funds are held in trust by SCCP for the account of the clearing participants. For financial statements presentation, the fund
assets and the corresponding fund liabilities are shown under the assets and liabilities sections, respectively, of the balance
sheet.
The assets of the funds are invested in government securities, which are held for the purpose of investing in liquid funds.
Investments in government securities are recorded and accounted for as AFS investments and are carried at fair value. The
unrealized gains and losses arising from the fair valuation of AFS investments are excluded from reported earnings and
reported as a separate component of accumulated income of due to CTGF. Income and expenses related to the funds are
credited to or charged against the fund balances.
Expenditures incurred after the property and equipment have been put into operation, such as repairs and maintenance, are
charged against current operations. In situations where it can be clearly demonstrated that the expenditures have resulted in
an increase in the future economic benefits expected to be obtained from the use of an item of property and equipment beyond
its originally assessed standard of performance, the expenditures are capitalized as an additional cost of property and
equipment.
An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its
use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the statement of comprehensive income in the year the asset is
derecognized.
Depreciation is calculated on the straight-line method over the estimated useful life (EUL) of the depreciable assets. The EUL
of the depreciable assets are as follows:
Buildings 25 years
Building improvements 10 years
Transportation equipment 5 years
Trading system equipment 3 years
Computer hardware and peripherals 3 to 5 years
Office furniture, fixtures and communication equipment 2 to 5 years
Utilities and others 2 years
The depreciation method and EUL are reviewed periodically to ensure that the method and period of depreciation are
consistent with the expected pattern of economic benefits from items of property and equipment.
Computer Software
Costs associated with developing or maintaining computer software programs are recognized as expense when incurred.
Costs that are directly associated with identifiable and unique software controlled by the Group and will generate economic
benefits exceeding costs beyond one year, are recognized as intangible assets.
Expenditure which enhances or extends the performance of computer software programs beyond their original specifications is
capitalized and added to the original cost of the software. Computer software development costs recognized as assets are
amortized using the straight-line method over their EUL, but not exceeding a period of seven (7) years.
Investment in a Subsidiary
Investment in SCCP in the parent company financial statements is carried at cost, less any impairment in value.
Under the equity method, the investment in an associate is carried in the balance sheet at cost plus post acquisition changes in
the Group’s share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the
investment and is not amortized or separately tested for impairment. The statement of comprehensive income reflects the
share of the results of operations of the associate. Where there has been a change recognized directly in the equity of the 69
associate, the Group recognizes its share of any changes and discloses this, when applicable, in the statement of changes in
The share of profit (loss) of associates is shown on the face of the statement of comprehensive income. This is the profit (loss)
attributable to equity holders of the associate and therefore is profit (loss) after tax and minority interests in the subsidiaries of
the associates.
The financial statements of the associate are prepared for the same reporting period as the Parent Company. Where
necessary, adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognize an additional impairment loss
on the Group’s investment in the associate. The Group determines at each balance sheet date whether there is any objective
evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as
the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the
statement of comprehensive income.
An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss
is charged against operations in the year in which it arises.
A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the
recoverable amount of an asset, but not to an amount higher than the carrying amount that would have been determined (net of
any depreciation and amortization) had no impairment loss been recognized for the asset in prior years. Any reversal of an
impairment loss is credited to current operations.
The Philippine Stock Exchange, Inc.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessment of the time value of money and the risks to the asset. For an asset that does not
generate largely independent cash inflows, the recoverable amount is determined for the cash generating units to which the
asset belongs.
Deferred Fees
Deferred fees represent listing fees, listing maintenance fees and data feed fees which are billed and collected but not yet
earned as of balance sheet date. This account is reversed and recognized as revenue when services are rendered.
Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be
reliably measured. The following specific recognition criteria must also be met before revenue is recognized:
70 Listing Fees. Listing fees for initial public offering are recognized upon listing of an applicant. The annual listing fees are
recognized on an accrual basis based on an agreement. The additional listing fees are recognized upon the listing of new
Annual Report 2009
Listing Maintenance, Processing, Trading-related and Service Fees. Revenue is recognized when the related services are
rendered.
Interest Income. Interest income is recognized in the statement of comprehensive income as it accrues, taking into account the
effective yield of the asset. Interest income includes the amortization of any discount or premium or other differences between
the initial carrying amount of an interest bearing instrument and its amount at maturity calculated on an effective interest rate
basis.
Dividend Income. Dividend income is recognized when the Group’s or the Parent Company’s right to receive the dividend
payment is established.
Other Revenues. Revenue is recognized when the services are rendered or when penalties or fines are charged. This
account mainly consists of trading and listing related fines and penalties for late payment, late submission of requirements,
noncompliance and nondisclosure of listed companies.
Retirement Cost
The Parent Company has a funded noncontributory defined benefit retirement plan, while SCCP has an unfunded
noncontributory defined benefit retirement plan, administered by trustees, covering their permanent employees. The Group’s
retirement cost is actuarially determined using the projected unit credit method.
The defined benefit liability is the aggregate of the present value of the benefits obligation and actuarial gains or losses not
recognized, reduced by past-service cost not yet recognized and the fair value of plan assets out of which the obligations are to
be settled directly. If such aggregate is negative, the asset is measured at the lower of such aggregate or the aggregate of
cumulative unrecognized net actuarial losses and past-service cost and the present value of any economic benefits available in
the form of refunds from the plan or reductions in future contributions to the plan. This would not result in a gain being
recognized as a result of an actuarial loss or past service cost in the current year or in a loss being recognized as a result of an
actuarial gain in the current year. The Group recognizes immediately the net actuarial losses or gains of the current year and
past service cost or reduction in the past service cost of the current year to the extent that they exceed any reduction or
increase in the present value of the economic benefits; and if there is no change or an increase or decrease in the present
value of the economic benefits, the entire net actuarial losses or gains of the current period and past service cost or reduction
of past service cost of the current period is recognized immediately.
The defined benefit obligation is calculated annually by an independent actuary. The present value of the defined benefit
obligation is determined by discounting the estimated future cash outflows using interest rates of government bonds that are
denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the
related retirement liabilities. Actuarial gains and losses are recognized as income or expense when the net cumulative
unrecognized actuarial gains and losses of the plan at the end of the previous reporting year exceed 10% of the higher of the
present value of the defined benefit obligation and the fair value of plan assets at that date. The excess actuarial gains and
losses are recognized over the average remaining working life of employees participating in that plan in the statement of
comprehensive income.
Experience adjustments and unrecognized actuarial gains or losses are amortized over the remaining working lives of
employees. Retirement cost includes current service cost, amortization of past-service costs, experience adjustments and
actuarial gains and losses.
Past-service costs are recognized immediately in the statement of comprehensive income, unless the changes to the pension
plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the
past-service costs are amortized on a straight-line basis over the vesting period.
Income Taxes
Current Tax. Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantially
enacted at the balance sheet date.
Deferred Tax. Deferred tax is provided, using the balance sheet liability method, on all temporary differences at the balance
Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all
deductible temporary differences, carryforward of unused tax credits from excess minimum corporate income tax (MCIT) over
regular corporate income tax (RCIT) and unused net operating loss carryover (NOLCO), to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences and carryforward of unused tax credits and
unused NOLCO can be utilized. Deferred tax, however, is not recognized when it arises from the initial recognition of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting 71
income nor taxable income or loss.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are reassessed at each balance sheet date and are recognized to the extent that it has
become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rate applicable to the year when the asset is realized or the liability is
settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the balance sheet date.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against
current tax liabilities and deferred taxes related to the same taxable entity and the same taxation authority.
The cost of equity-settled transactions is measured by reference to the fair value at the date on which they are granted. The
fair value is determined using a quoted market price at the time of payment.
The cost of equity-settled transactions is recognized with a corresponding increase in the equity, over the period in which the
performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to
the award (vesting date). The cumulative expense recognized for equity-settled transactions at each reporting date until the
vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity
instruments that will ultimately vest. The amount reflected in the statements of comprehensive income represents the
movement in cumulative expense recognized as of the beginning and end of the period. No expense is recognized for awards
that do not ultimately vest.
Treasury Shares
The Parent Company’s own equity instruments which are acquired (treasury shares) are deducted from equity and accounted
for at cost. No gain or loss is recognized in the statement of comprehensive income on the purchase, sale, issue or
cancellation of the Parent Company’s own equity instruments.
Dividends on common shares are recognized as a liability and deducted from equity when approved by the shareholders of the
Parent Company. Dividends for the year that are approved after the balance sheet date are dealt with as an event after the
balance sheet date.
Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) where, as a result of a past event, it
is probable that an outflow of assets embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
Contingencies
Contingent liabilities are not recognized in the financial statements. They are disclosed unless the possibility of an outflow of
assets embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are
disclosed when an inflow of economic benefits is probable.
72
Foreign Currency-Denominated Transactions and Translation
Annual Report 2009
Transactions in foreign currencies are recorded using the exchange rate at the date of the transactions. Foreign exchange
gains or losses arising from foreign currency-denominated transactions and revaluation adjustments of foreign currency assets
and liabilities are credited to or charged against current operations. Monetary assets and liabilities denominated in foreign
currencies are translated using the Philippine Dealing & Exchange Corp. closing rate prevailing at balance sheet date.
Nonmonetary assets and liabilities denominated in foreign currencies that are measured at historical cost are translated using
the exchange rate at the date of transaction and non-monetary assets and liabilities that are measured at fair value are
translated using the exchange rate when the fair value was determined.
The preparation of the financial statements in accordance with PFRS requires the Group to make estimates and assumptions
that affect the reported amounts of assets, liabilities, income and expenses and disclosure of contingent assets and contingent
liabilities. Future events may occur which will cause the assumptions used in arriving at the estimates to change. The effects
of any change in estimates are reflected in the financial statements as they become reasonably determinable.
Judgments and estimates are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be determinable under the circumstances.
Judgments
In the process of applying the Group’s accounting policies, management has made the following judgments, apart from those
involving estimates and assumptions, which have the most significant effect on the amounts recognized in the financial
statements.
Fair Values of Financial Assets and Liabilities. The Group carries certain financial assets at fair value. Fair value
determinations for financial assets and liabilities are based generally on listed or quoted market prices. If prices are not readily
determinable or if liquidating the positions is reasonably expected to affect market prices, fair value is based on management’s
estimate of amounts that could be realized under current market conditions, assuming an orderly liquidation over a reasonable
period of time.
Estimates
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are discussed below.
Impairment of AFS Equity Investments. The Group treats AFS equity investments as impaired when there has been a
significant or prolonged decline in the fair value below its cost or where other objective evidence of impairment exists. The
determination of what is ‘significant’ or ‘prolonged’ requires judgment. The Group treats ‘significant’ generally as 20% or more
and ‘prolonged’ as greater than the period of six months. In addition, the Group evaluates other factors, including normal
volatility in share price for quoted equities and the future cash flows and the discount factors for unquoted equities.
As of December 31, 2009 and 2008, allowance for impairment losses on AFS equity investments (included under Long-term
AFS investments) amounted to P = 2.9 million and P
= 2.8 million, respectively. AFS equity investments are carried at P
= 0.2 million
and P
= 0.3 million as of December 31, 2009 and 2008, respectively (see Note 7).
Impairment Losses on Receivables. The Group reviews its receivables portfolio to assess impairment annually. In determining
whether an impairment loss should be recorded in the statement of comprehensive income, the Company makes judgment as
to whether there is any observable data indicating that there is a measurable decrease in the estimated future cash flows from
the receivables. This evidence may include observable data indicating that there has been an adverse change in the payment
status of borrowers.
Impairment on Investment in Subsidiary and Associate. The Parent Company assesses impairment on its investments in
subsidiary and associate whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Among others, the factors that the Parent Company considers important which could trigger an impairment 73
review on its investments in subsidiary and associate include the following:
The Parent Company reversed impairment loss on its investment in associate amounting to P = 5.7 million in 2009 and provided
an impairment loss amounting to P = 9.2 million in 2008. The carrying value of the investment in an associate amounted to
P
= 116.1 million and P
= 106.8 million as of December 31, 2009 and 2008, respectively; while the carrying value of the investment
in a subsidiary amounted to P= 69.5 million as of December 31, 2009 and 2008 (see Note 10).
Impairment of Other Nonfinancial Assets. The Group assesses impairment on its other nonfinancial assets (e.g., property and
equipment, computer software) whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Among others, the factors that the Group considers important which could trigger an impairment
review on its nonfinancial assets include the following:
An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable
amount is determined based on the asset’s value in use computation which considers the present value of estimated future
cash flows expected to be generated from the continued use of the asset. The Group is required to make estimates and
assumptions that can materially affect the carrying amount of the asset being assessed.
As of December 31, 2009 and 2008, the carrying value of property and equipment amounted to P = 509.2 million and
P
= 452.2 million, respectively, for the Group and P
= 507.8 million and P
= 450.6 million, respectively, for the Parent Company (see
Note 9). As of December 31, 2009 and 2008, the carrying value of computer software amounted to P = 10.3 million and
P
= 15.6 million, respectively (see Note 12).
The Philippine Stock Exchange, Inc.
Estimation of Useful Lives of Property and Equipment and Computer Software. The Group estimated the useful lives of its
property and equipment and computer software based on the period over which the assets are expected to be available for
use. The Group reviews annually the estimated useful lives based on factors that include asset utilization, internal technical
evaluation, technological changes, and anticipated use of the assets. A reduction in the estimated useful lives of property and
equipment and computer software would increase the recorded depreciation and amortization expense and decrease the
related assets.
Recognition of Deferred Tax Assets. Deferred tax assets are recognized for all deductible temporary difference to the extent
that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized.
Significant management judgment is required to determine the amount of deferred income tax assets that can be recognized,
based upon the likely timing and level of future taxable profits together with future tax planning strategies.
As of December 31, 2009 and 2008, the Group and the Parent Company recognized net deferred tax asset amounting to
74 P
= 12.9 million and P
= 5.5 million, respectively (see Note 20).
Annual Report 2009
Present Value of Retirement Obligation. The present value of the obligation depends on certain factors that are determined on
an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for retirement
include the expected long-term rate of return on the relevant plan assets and the discount rate. Any changes in these
assumptions will impact the carrying amount of retirement obligations.
The expected rate of return on assets of 6% was based on the market prices prevailing on that date applicable to the period
over which the obligation is to be settled. The assumed discount rates were determined using the market yields on Philippine
government bonds with terms consistent with the expected employee benefit payout as of balance sheet date.
As of December 31, 2009 and 2008, the present value of the defined benefit obligation amounted to P =45.2 million and
P
= 35.6 million, respectively, for the Parent Company and P
= 7.2 million and P
=4.1 million, respectively, for SCCP (see Note 21).
The Group’s principal financial instruments consist of cash and cash equivalents, AFS investments, receivables and accounts
payable, accrued expenses and other current liabilities (excluding taxes payable). It is the Group’s policy not to engage in the
trading of financial instruments.
The main risks arising from the Group’s financial instruments are liquidity risk, credit risk, interest rate risk and foreign currency
risk. To further strengthen the management of risk, the Group formally created the Internal Audit and Risk Management
positions under the Corporate Governance Office to specifically manage the enterprise-wide risks.
Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with the financial
instruments. Liquidity risk may result from the inability to sell financial assets quickly at their fair values.
The Group seeks to manage its liquidity profile to be able to service its maturing liabilities and to finance capital requirements.
The Group maintains a level of cash and cash equivalents deemed sufficient to finance operations. As part of its liquidity risk
management, the Group regularly evaluates its projected and actual cash flows.
To meet the requirement for liquidity, adequate cash flow is provided for administrative/operating expenditures and capital
expenses based on projected funding requirements. All excess funds are invested in an organized investment mix of short-term
and long-term investments to achieve maximum returns.
The table below summarizes the maturity profile of the Group’s financial assets and financial liabilities as of December 31,
2009 and 2008 based on remaining contractual undiscounted payments.
As of December 31, 2009
More Than No Maturity
Within a Year 1-2 Years Two Years Date Total
Financial Assets
Loans and receivables:
Cash and cash equivalents P
= 393,730,584 P
=– P
=– P
=– P
= 393,730,584
Receivables 57,950,759 – – – 57,950,759
Other assets - deposits in bank – – 15,098,865 – 15,098,865
AFS investments:
Government debt securities 315,940,151 480,261,413 129,968,940 – 926,170,504
Other assets - other investments – – – 10,480,181 10,480,181
Equity securities – – – 200,000 200,000
P
= 767,621,494 P
= 480,261,413 P
= 145,067,805 P
= 10,680,181 P
= 1,403,630,893
Financial Liabilities
Other financial liabilities:
Due to SEC P
= 60,354,190 P
=– P
=– P
=– P
= 60,354,190
Accrued expenses 20,229,274 – – – 20,229,274
Accounts payable 14,409,471 – – – 14,409,471
Others 2,647,906 – – – 2,647,906
P
= 97,640,841 P
=– P
=– P
=– P
= 97,640,841
Financial Liabilities
Other financial liabilities:
Due to SEC P
= 37,967,320 P
=– P
=– P
=– P
= 37,967,320
Accrued expenses 21,930,282 – – – 21,930,282
Accounts payable 33,321,929 – – – 33,321,929
Others 3,038,411 – – – 3,038,411
P
= 96,257,942 P
=– P
=– P
=– P
= 96,257,942
The table below summarizes the maturity profile of the Parent Company’s financial assets and financial liabilities as of
December 31, 2009 and 2008 based on remaining contractual undiscounted payments.
Financial Liabilities
The Philippine Stock Exchange, Inc.
Financial Liabilities
Other financial liabilities:
Due to SEC P
= 37,967,320 P
=– P
=– P
=– P
= 37,967,320
Accrued expenses 17,592,495 – – – 17,592,495
Accounts payable 32,462,639 – – – 32,462,639
Others 3,029,410 – – – 3,029,410
P
= 91,051,864 P
=– P
=– P
=– P
= 91,051,864
Credit Risk
Credit risk refers to the potential loss arising from any failure by counterparties to fulfill their obligations, as and when they fall
due. The Group’s credit exposure arises mainly from receivables from brokers on clearing related services for securities
transactions, membership fees and other fees, receivable from listed companies on listing maintenance fees and receivable
from market data vendors for data feed charges. To minimize credit risk, the Group monitors the financial health of clearing
participants and takes note of participants with potential default.
The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents and investments, arises from
default of the counterparty.
The table below shows the maximum exposure to credit risk before considering collateral and other credit enhancements.
(Forward)
Consolidated Parent Company
2009 2008 2009 2008
AFS Investments
Government debt securities
Short-term P
= 315,897,605 P
= 367,632,653 P
= 200,111,264 P
= 313,479,536
Long-term 610,272,899 841,101,285 585,699,723 801,254,240
Equity securities 200,000 300,000 200,000 300,000
Other assets - other investments 10,480,181 10,480,181 10,480,181 10,480,181
P
= 1,403,516,351 P
= 1,431,637,227 P
= 1,262,479,943 P
= 1,301,642,638
The following table provides information regarding the credit risk exposure of the Group by classifying financial assets
according to credit ratings of the counterparties:
2009
Neither Past Due nor Impaired Past Due
Medium but not
High Grade Grade Low Grade Total Impaired Total
Loans and Receivables
Cash and cash equivalents
(excluding cash on hand) P
= 393,616,042 P
=– P
=– = 393,616,042
P P
=– P
= 393,616,042
2008
Neither Past Due nor Impaired Past Due
Medium but not
High Grade Grade Low Grade Total Impaired Total
Loans and Receivables
Cash and cash equivalents
(excluding cash on hand) P
= 132,358,508 P
=– P
=– P
= 132,358,508 P
=– P
= 132,358,508
Receivables from
Brokers 28,390,330 – – 28,390,330 – 28,390,330
Listed companies 1,204,463 – – 1,204,463 1,841,750 3,046,213
Data vendors 2,361,482 – – 2,361,482 – 2,361,482
Accrued interest receivable 28,310,043 – – 28,310,043 – 28,310,043
Other receivables 2,942,391 27,000 – 2,969,391 – 2,969,391
Other assets - deposits in bank 14,687,141 – – 14,687,141 – 14,687,141
AFS Investments
Government debt securities
Short-term 367,632,653 – – 367,632,653 – 367,632,653
Long-term 726,850,452 114,250,833 – 841,101,285 – 841,101,285
Other assets - other
investments 10,480,181 – – 10,480,181 – 10,480,181
Total Financial Assets P
= 1,315,217,644 P
= 114,277,833 P
=– P
= 1,429,495,477 P
= 1,841,750 P
= 1,431,337,227
The following table provides information regarding the credit risk exposure of the Parent Company by classifying financial
assets according to credit ratings of the counterparties:
2009
Neither Past Due nor Impaired Past Due
The Philippine Stock Exchange, Inc.
2008
Neither Past Due nor Impaired Past Due
Medium but not
High Grade Grade Low Grade Total Impaired Total
Loans and Receivables
Cash and cash equivalents
(excluding cash on hand) P
= 60,028,269 P
=– P
=– P
= 60,028,269 P
=– P
= 60,028,269
Receivables from
Brokers 14,557,437 – – 14,557,437 – 14,557,437
Listed companies 1,204,463 – – 1,204,463 1,841,750 3,046,213
Data vendors 2,361,482 – – 2,361,482 – 2,361,482
Dividend receivable 50,000,000 – – 50,000,000 – 50,000,000
Accrued interest receivable 26,179,248 – – 26,179,248 – 26,179,248
Other receivables 5,241,891 27,000 – 5,268,891 – 5,268,891
Other assets - deposits in bank 14,687,141 – – 14,687,141 – 14,687,141
AFS Investments
Government debt securities
Short-term 313,479,536 – – 313,479,536 – 313,479,536
Long-term 687,030,407 114,223,833 – 801,254,240 – 801,254,240
Other assets - other
investments 10,480,181 – – 10,480,181 – 10,480,181
Total Financial Assets P
= 1,185,250,055 P
= 114,250,833 P
=– P
= 1,299,500,888 P
= 1,841,750 P
= 1,301,342,638
Cash and cash equivalents - based on the nature of the counterparty. High grade pertains to cash and cash equivalents
deposited or invested in top local banks.
AFS investments - the debt securities are based on the nature of the counterparty. High grade debt securities pertain to bonds
and notes issued by the Philippine government, except for dollar denominated government bonds which are considered
medium grade due to sovereign and foreign currency risk considerations.
Receivables - high grade pertains to receivables with no default in payment; medium grade pertains to receivables with up to 3
defaults in payment; low grade pertains to receivables with more than 3 defaults in payment; and past due but not impaired
pertains to receivables where payments are past due but the Group believes that impairment is not appropriate on the basis of
status of collection of amounts owed to the Group.
The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major
concentration of credit risk related to any financial instrument.
In the selection of investment instruments, capital preservation is the primary consideration of the Group. With this objective,
funds are basically invested in government bonds and securities and duly registered with the Registry of Scripless Securities
under the name of the Group. For US dollar-denominated placements, the Group maintains a third party custodian bank.
The Treasury manager is responsible for the identification of investments that provide a relatively stable rate of return and
submit these identified investments to the Vice President for Finance and Investments Division who endorses it to the
Treasurer or President for approval. The Exchange is guided by a BOD approved investment policy guidelines. Any exemption
to the set policy is subject to the approval of the BOD. In addition, on a monthly basis, the Treasurer reports the investment
portfolio performance and management’s performance associated with the investment portfolio to the BOD.
Market Risk
The Group’s market risk (the risk of loss to future earnings, to fair values or to future cash flows that may result from changes in
the price of a financial instrument) originates from its holdings of debt securities. The value of a financial instrument may
change as a result of changes in interest rates, foreign currency exchanges rates and other market changes.
Fair Value Interest Rate Risk. The Group follows a prudent policy on managing its assets and liabilities so as to ensure that
exposure to fluctuations in interest rates are kept within acceptable limits. There are no floating rate financial assets and
financial liabilities. Term deposits with banks and debt securities carry fixed rates throughout the period of deposit or
The table below sets forth the sensitivity to a reasonable possible change in interest rates with all other variables held constant,
of the Group’s and the Parent Company’s equity (through the impact on unrealized gain/loss on AFS fixed rate debt securities).
The impact on the Group’s and the Parent Company’s equity already excludes the impact on transactions affecting the
statement of comprehensive income.
Foreign Currency Risk. Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in foreign currency exchange rates. The Exchange’s exposure to foreign currency risks arise
primarily from US dollar transactions, mostly from cash and cash equivalents and investments in debt securities.
The Group’s policy is to maintain foreign currency exposure within acceptable limits. The Group believes that its profile of
foreign currency exposure on its assets and liabilities is within conservative limits.
The following table summarizes the Group and Parent Company’s exposure to foreign currency exchange risk as of
December 31, 2009 and 2008:
2009 2008
In USD In PhP In USD In PhP
Financial assets:
Cash and cash equivalents $297,668 P
= 13,663,797 $273,783 P
= 13,010,147
Long-term AFS investments 2,385,804 110,224,147 2,393,899 113,758,083
Accounts receivable 72,127 3,602,196 35,934 1,764,522
$2,755,599 P
= 127,490,140 $2,703,616 P
= 128,532,752
The table below indicates the effect of increase or decrease in US dollar exchange rate on income before income tax to which
the Parent Company has substantial exposures on its financial assets. The result calculates the effect of a reasonably possible
change in the spot rates, when all other variables are held constant. Negative values in the table reflect a potential reduction in
income while a positive amount reflects a potential increase.
The Philippine Stock Exchange, Inc.
2009 2008
USD Effect on USD Effect on
Strengthens/ Income Strengthens/ Income
Weakens Before Tax Weakens Before Tax
+5% P
= 6,374,507 +5% P
= 6,423,792
–5% (6,374,507) –5% (6,423,792)
The sensitivity of the statement of comprehensive income is the effect of reasonably possible change in spot rates which
comes from the revaluation of foreign currency-denominated assets to Philippine peso.
There is no other impact on the equity other than those already affecting the statement of comprehensive income.
80
5. Fair Value Measurement and Fair Value Hierarchy
Annual Report 2009
The table below presents a comparison of the carrying amounts and estimated fair values of the Group’s financial instruments:
Financial Liabilities
Other financial liabilities:
Due to SEC P
= 60,354,190 P
= 37,967,320 P
= 60,354,190 P
= 37,967,320
Accrued expenses 20,229,274 21,930,282 20,229,274 21,930,282
Accounts payable 14,409,470 32,277,313 14,409,470 32,277,313
Others 2,647,906 5,480,035 2,647,906 5,480,035
P
= 97,640,840 P
= 97,654,950 P
= 97,640,840 P
= 97,654,950
The table below presents a comparison of the carrying amounts and estimated fair values of the Parent Company’s financial
instruments:
Financial Liabilities
Other financial liabilities:
Due to SEC P
= 60,354,190 P
= 37,967,320 P
= 60,354,190 P
= 37,967,320
Accrued expenses 18,131,792 17,592,495 18,131,792 17,592,495 81
Accounts payable 10,453,471 31,418,016 10,453,471 31,418,016
The methods and assumptions used by the Group in estimating the fair value of the financial instruments are:
Cash and Cash Equivalents. The fair value approximates the carrying amounts due to its short-term nature.
Receivables. Due to short-term nature of the transactions, the carrying amounts approximate fair values.
Accounts Payable, Accrued Expenses and Other Current Liabilities. Due to short-term nature of the transactions, the carrying
amounts approximate fair values.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either
directly or indirectly; and
Level 3: techniques which use inputs which have significant effect on the recorded fair value that are not based on observable
market data.
As of December 31, 2009 and 2008, the Group’s AFS investments, which are measured at fair value, are categorized under
Level 1 of the fair value hierarchy.
6. Cash and Cash Equivalents
Cash equivalents represent time deposits with original maturity of three months or less from dates of placement and earn
interest rates ranging from 4.06% to 4.25% in 2009, from 5.62% to 6.63% in 2008 and from 4.50% to 6.25% in 2007.
7. AFS Investments
The short-term government debt securities earn annual interest rates ranging from 4.25% to 11.20% in 2009, from 5.64% to
6.53% in 2008 and from 5.20% to 11.88% in 2007.
Peso-denominated long-term government debt securities earn annual interest rates ranging from 4.25% to 11.20% in 2009,
from 5.50% to 12.00% in 2008 and from 8.38% to 11.88% in 2007 while US dollar-denominated debt securities earn annual
interest rates ranging from 6.34% to 9.20% in 2009, 8.25% to 9.88% in 2008 and 8.00% to 9.88% in 2007.
As of December 31, 2009 and 2008, movements of net unrealized gain on AFS investments are as follow:
2009 2008
Balance at beginning of year P
= 2,778,000 P
= 23,856,651
Provision for impairment loss 100,000 –
Reclassification to investment in an associate (Note 10) – (21,078,651)
Balance at end of year P
= 2,878,000 P
= 2,778,000
In 2008, the Parent Company infused additional investment in PDS Holdings resulting to an increase in ownership to 20.98%
which led to the assumption of significant influence on this investment (see Note 10).
8. Receivables
Under Article II, Section 7 of Rules Governing Trading Rights and Trading Participants, all trading rights held by broker
members are pledged at its full value to secure the payment of the trading participants (brokers) debts due to the Parent
Company and other brokers of the Parent Company arising out of or in connection with the present or future brokers’ contracts.
Based on the latest transaction in 2009 and 2008, the transacted price of a trading right amounted to P = 10.2 million and
P
= 12.8 million, respectively.
The receivables generally have terms of 30 days, except for the receivables from data vendors which are normally collected
within 45 days.
As of December 31, 2009 and 2008, receivables from brokers and listed companies with total carrying value of P = 6.5 million and
P
= 5.6 million, respectively, which were specifically identified to be impaired, were fully provided with allowance.
The Philippine Stock Exchange, Inc.
The aging analysis of receivables that are past due but not impaired follows:
Consolidated
2009
Past Due but not Impaired
Over
Neither Past 180 Days but
Due nor 60 to 120 120 to 180 Less than
Impaired 30 to 60 Days Days Days 360 Days Total
Receivables from:
Brokers P
= 26,234,105 P
=– P
=– P
=– P
= 6,000 P
= 26,240,105
Listed companies 730,540 – – – 3,414,201 4,144,741
84 Data vendors 2,816,786 – – – 40,958 2,857,744
Accrued interest receivable 19,132,839 – – – – 19,132,839
Annual Report 2009
2008
Past Due but not Impaired
Over
Neither Past 180 Days but
Due nor 60 to 120 120 to Less than
Impaired 30 to 60 Days Days 180 Days 360 Days Total
Receivables from:
Brokers P
= 28,390,330 P
=– P
=– P
=– P
=– P
= 28,390,330
Listed companies 1,204,463 – – – 1,841,750 3,046,213
Data vendors 2,361,482 – – – – 2,361,482
Accrued interest receivable 28,310,043 – – – – 28,310,043
Other receivables 2,969,391 – – – – 2,969,391
P
= 63,235,709 P
=– P
=– P
=– P
= 1,841,750 P
= 65,077,459
Parent Company
2009
Past Due but not Impaired
Over
Neither Past 180 Days but
Due nor 60 to 120 120 to Less than
Impaired 30 to 60 Days Days 180 Days 360 Days Total
Receivables from:
Brokers P
= 13,027,322 P
=– P
=– P
=– P
= 6,000 P
= 13,033,322
Listed companies 730,540 – – – 3,414,201 4,144,741
Data vendors 2,816,786 – – – 40,958 2,857,744
Accrued interest receivable 17,526,565 – – – – 17,526,565
Dividends receivable 80,000,000 – – – – 80,000,000
Other receivables 7,963,597 – – – – 7,963,597
P
= 122,064,810 P
=– P
=– P
=– P
= 3,461,159 P
= 125,525,969
2008
Past Due but not Impaired
Over
Neither Past 180 Days but
Due nor 60 to 120 120 to Less than
Impaired 30 to 60 Days Days 180 Days 360 Days Total
Receivables from:
Brokers P
= 14,557,437 P
=– P
=– P
=– P
=– P
= 14,557,437
Listed companies 1,204,463 – – – 1,841,750 3,046,213
Data vendors 2,361,482 – – – – 2,361,482
Accrued interest receivable 26,179,248 – – – – 26,179,248
Dividends receivable 50,000,000 – – – – 50,000,000
Other receivables 5,268,891 – – – – 5,268,891
P
= 99,571,521 P
=– P
= P
=– P
= 1,841,750 P
= 101,413,271
2009
Listed
Brokers Companies Total
Balance at beginning of year P
= 1,652,658 P
= 3,951,478 P
= 5,604,136
2008
Listed
Brokers Companies Total
Balance at beginning of year P
= 4,429,158 P
= 4,368,478 P
= 8,797,636 85
Provision for impairment loss – 1,076,000 1,076,000
Consolidated
December 31, 2009
Office
Furniture, Donated
Trading Computer Fixtures and Shares in a
System Building Hardware and Communication Transportation Utilities and Condominium
Buildings Equipment Improvements Peripherals Equipment Equipment Others Corporation Total
Cost
At beginning of year P
= 224,895,034 P
= 303,597,916 P
= 123,712,167 P= 149,276,602 P
= 70,195,915 P= 16,756,399 P= 2,515,717 P= 155,690,154 P
= 1,046,639,904
Additions – 72,936,118 3,467,207 14,390,869 799,933 1,708,279 30,358 – 93,332,764
Disposals – – – – (1,327,886) (2,500,488) (91,072) – (3,919,446)
At end of year 224,895,034 376,534,034 127,179,374 163,667,471 69,667,962 15,964,190 2,455,003 155,690,154 1,136,053,222
Accumulated
depreciation
At beginning of year 125,990,053 169,795,705 118,795,594 118,988,986 54,976,891 4,464,938 1,441,381 – 594,453,548
Depreciation 8,995,801 4,766,538 1,145,923 13,266,652 2,807,257 2,949,486 79,914 – 34,011,571
Disposals – – – – (6,079) (1,581,018) (8,681) – (1,595,778)
At end of year 134,985,854 174,562,243 119,941,517 132,255,638 57,778,069 5,833,406 1,512,614 – 626,869,341
Net book value P
= 89,909,180 P
= 201,971,791 P
= 7,237,857 P= 31,411,833 P
= 11,889,893 P= 10,130,784 P
= 942,389 P= 155,690,154 P
= 509,183,881
December 31, 2008
Office
Furniture, Donated
Trading Computer Fixtures and Shares in a
System Building Hardware and Communication Transportation Utilities and Condominium
Buildings Equipment Improvements Peripherals Equipment Equipment Others Corporation Total
Cost
At beginning of year P
= 224,895,034 P
= 182,862,915 P
= 120,417,033 P= 132,448,727 P
= 57,679,968 P= 13,386,251 P= 1,900,027 P
= 155,690,154 P
= 889,280,109
The Philippine Stock Exchange, Inc.
Parent Company
Buildings represent properties donated by Philippine Realty and Holdings Corporation (PRHC) and Ayala Land, Inc. (ALI) and a
condominium unit at the Philippine Stock Exchange Centre in Pasig City.
Trading system equipment represents software and hardware costs. Software costs can no longer be separately classified as
this is an integral part of the related hardware.
10. Investment in an Associate and a Subsidiary
This account consists of:
Consolidated Parent Company
2009 2008 2009 2008
Acquisition Cost
Wholly owned subsidiary
SCCP P
=– P
=– P
= 69,545,393 P
= 69,545,393
Associate
PDS Holdings 137,050,657 137,050,657 137,050,657 137,050,657
137,050,657 137,050,657 206,596,050 206,596,050
Impairment Losses
Balance at beginning of year (26,217,321) (21,078,651) (30,232,010) (21,078,651)
Reversal of (provision for)
impairment loss 5,727,903 (5,138,670) 5,727,903 (9,153,359)
Balance at end of year (20,489,418) (26,217,321) (24,504,107) (30,232,010)
Accumulated Income (Loss) of
Investee
Balance at beginning of year (4,014,689) – – –
On November 12, 2007 and April 8, 2008, the Parent Company infused additional capital into PDS Holdings amounting to
P
= 35.65 million and P
= 34.35 million, respectively, equivalent to a total of 700,000 shares. The additional investments resulted to
a 20.98% ownership in the said company. The carrying value of the investments was reclassified from AFS investments to
Investment in an associate account.
87
Financial information of PDS Holdings is as follows (amounts in millions):
On January 28, 2003, the SCCP’s BOD approved the amendment of its rules on CTGF providing for the non-recourse of all
CTGF contributions to members. In July 2007, the BOD approved the full refund of contributions to the CTGF upon cessation
The Philippine Stock Exchange, Inc.
of business of the clearing member and upon termination of its membership with the SCCP. This is subject to approval by the
SEC.
In order for the SCCP to effectively implement its Fails Management function, the CTGF must be adequate to cover any
unsettled trade by any member on any settlement day. Fails Management aims to settle a failed trade due to nonpayment of
cash and/or nondelivery of securities by clearing members.
The Group’s liabilities as a central counterparty are limited only to the extent of the value of the due to CTGF. In this regard,
the Group continuously builds up the CTGF through the monthly contributions collected from the clearing participants and
collection of initial contributions from new and returning trading participants. In addition, the Parent Company has policies in
place where brokers, listed companies and market data vendors are penalized either monetary, suspension or termination of
services for nonpayment of their accounts.
88
As of December 31, 2009 and 2008, the assets of the CTGF (included under Investments of CTGF account in the consolidated
Annual Report 2009
2009 2008
Cash in bank P
= 26,919,241 P
= 18,375,562
Accounts receivable 1,513,174 422,949
Accrued interest receivable 4,074,286 5,431,526
AFS investments - debt securities:
Principal amount 425,335,000 373,332,383
Net unamortized (discount)/premium (1,171,323) 6,539,810
Net unrealized losses on AFS investments (819,567) (1,409,520)
455,850,811 402,692,710
Less management fees 454,997 404,102
P
= 455,395,814 P
= 402,288,608
For the management and administration of CTGF, the SCCP is entitled to a management fee computed at 0.1% of CTGF fund
level as of the close of year. Management fee amounting to P
= 0.5 million and P
= 0.4 million in 2009 and 2008, respectively, is
included under “Other revenues” account in the Group’s statement of comprehensive income.
As of December 31, 2009 and 2008, AFS investments with principal amounts of P
= 391.3 million and P
= 311.0 million,
respectively, will mature within one year from balance sheet date.
Net unrealized gains (losses) from CTGF investments held as AFS follows:
2009 2008
Balance at beginning of year (P
= 1,409,520) P
= 659,923
Change in fair value 589,953 (2,069,443)
Balance at end of year (P
= 819,567) (P
= 1,409,520)
Any proceeds from the CTGF shall not be used for any purpose other than for:
a. Payment of the net money obligations of a defaulting buying member in order to settle a failed trade;
b. Buy-in of relevant securities due from a defaulting selling member in order to settle a failed trade;
c. The satisfaction of losses, liabilities and expenses of the SCCP incidental to the operation of its clearing and settlement
functions and the management of the CTGF;
d. For use as collateral in securing credit facilities from the Settlement Banks for the purpose of settling a Failed Trade;
e. For use as collateral in borrowing securities through the Securities Borrowing and Lending Facility; and
f. Payment of premium on any insurance policy taken for the CTGF.
For financial statement presentation, the CTGF is presented in the asset section of the consolidated balance sheets under
investments of CTGF and in the liabilities section of the consolidated balance sheets under Due to CTGF.
As of December 31, 2009 and 2008, deposits in bank amounting to P =15.1 million and P
= 14.7 million, respectively, represents
the aggregate security deposit for the surety bonds posted by the Parent Company in favor of the National Labor Relations
Commission (NLRC) in connection with pending labor cases which are on appeal. Under the Rules of the NLRC, the said
amount may not be withdrawn by the Parent Company until final disposition of the cases.
89
Other investments pertain to the donation of FBDC in favor of the Parent Company of 10,480,181 shares of Crescent West
2009 2008
Cost:
Balance at beginning of year P
= 36,469,041 P
= 36,183,925
Additions – 285,116
Balance at end of year 36,469,041 36,469,041
Accumulated amortization:
Balance at beginning of year 20,908,936 15,637,406
Amortization 5,290,538 5,271,530
Balance at end of year 26,199,474 20,908,936
Net book value P
= 10,269,567 P
= 15,560,105
(Forward)
Consolidated Parent Company
2009 2008 2009 2008
Taxes payable P
= 10,687,861 P
= 6,536,080 P
= 9,257,132 P
= 5,004,550
Others 2,647,906 3,038,411 2,647,906 3,029,410
P
= 108,328,702 P
= 102,794,022 P
= 100,844,491 P
= 96,056,414
The Philippine Stock Exchange, Inc.
Due to SEC represents license fees to operate an exchange imposed under Section 35 of the SRC entitled “Additional Fees of
Exchanges”, which are subsequently billed and collected from active trading participants.
Accrued expenses, accounts payable, taxes payable and others are noninterest-bearing and are normally settled within the
next financial year.
2009 2008
90
Listing fees P
= 12,843,186 P
= 1,080,640
Data feed income 5,640,183 5,654,398
Annual Report 2009
As of December 31, 2009 and 2008, this account consists of donations from:
ALI (Note 9) P
= 235,690,154
PRHC (Note 9) 139,542,000
FBDC (Note 12) 10,480,181
United States Agency International Development 1,925,250
P
= 387,637,585
On November 12, 2002, Fort Bonifacio Development Corporation (FBDC) and the Parent Company executed a Definitive
Agreement with the following salient terms and conditions: (i) the Parent Company agrees to relocate its headquarters, majority
of its management offices and its unified trading operations in equity securities for the National Capital Region to the Bonifacio
Global City; (ii) CWDC shall be the corporate vehicle to which FBDC shall contribute the land as additional capital and the
shares of which shall eventually be donated to the Parent Company; and (iii) the FBDC and the Parent Company agree to
develop the land and construct the building that will house the Parent Company’s headquarters, majority of its management
offices and its unified trading operations in equity securities for the National Capital Region.
Based on such agreement, all outstanding shares of stocks of CWDC shall be donated by FBDC to the Parent Company on the
following dates:
In June 2008, the donation of all remaining CWDC shares was deferred pending negotiations among the Parent Company,
FBDC and ALI for the joint development, pursuant to a Memorandum of Understanding dated April 26, 2008, of an iconic office
building in Bonifacio Global City for the relocation of the Parent Company’s headquarters, majority of its management offices
and unified trading operations in equities securities for the National Capital Region to the Bonifacio Global City.
As of December 31, 2009, negotiations among the Parent Company, FBDC and ALI are still pending.
16. Equity
2009 2008
Capital stock - P
= 1.00 par value
Authorized - 97,800,000 shares
Issued - 30,651,918 shares in 2009
2009 2008
Balance at beginning of year P
= 976,786,993 P
= 976,506,942
Issuance of capital stock 22,887,016 –
Share-based payment (Note 26) 207,264 280,051
Balance at end of year P
= 999,881,273 P
= 976,786,993
Shares Amount
2009 2008 2009 2008
Balance at beginning of year 100,008 2 P
= 68,000,008 P
=2
Acquisitions – 100,006 – 68,000,006
Reissuance (1) – (1) –
Balance at end of year 100,007 100,008 P
= 68,000,007 P
= 68,000,008
In 2008, the Parent Company’s BOD appropriated portion of its retained earnings amounting to P
= 68.0 million for purposes of
acquiring its own stocks.
On September 10, 2008, the Parent Company’s BOD approved the issuance of the 100% stock dividend declared by the
Exchange on October 22, 2008 to stockholders of record as of September 26, 2008.
Dividend
The Philippine Stock Exchange, Inc.
Date of Declaration Per Share Total Amount Record Date Payment Date
February 25, 2009 P
= 8.00 P
= 243,178,000 March 12, 2009 March 25, 2009
March 26, 2008 20.00 305,550,100 April 15, 2008 May 15, 2008
February 14, 2007 8.80 134,442,044 March 1, 2007 March 15, 2007
The SRC provides that no industry or business group may beneficially own or control, directly or indirectly, more than 20% of
the voting rights of the Exchange. On August 13, 2007, the SEC imposed on the Exchange a penalty of P = 101,100 plus a daily
fine of P
=100 for every day of delay of compliance because the total broker ownership in the Exchange exceeds the allowable
= 500. The Exchange is studying the alternative
limit. Starting March 2009, the daily fine for every day of delay of compliance is P
courses of action in order to comply with the SRC.
Capital Management
The Group’s objectives when managing capital are (a) to safeguard the Group’s ability to continue as a going concern, so that it
92 continues to provide returns for shareholders and benefits for other stakeholders; (b) to support the Group’s stability and
growth; and (c) to provide capital for the purpose of strengthening the Group’s risk management capability.
Annual Report 2009
The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholder
returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected
profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. No
changes were made in the objectives, policies or processes as of December 31, 2009 and 2008.
Other employee benefits include the share-based payment expense amounting to P = 4.4 million and P
=0.3 million for the Group
and P
= 4.3 million and P
= 0.2 million for the Parent Company in 2009 and 2008, respectively (see Note 26).
Current tax regulations provide that effective July 1, 2006, the RCIT rate shall be 35% until December 31, 2008. Starting
January 1, 2009, the RCIT rate shall be 30%.
As of December 31, 2009 and 2008, the Group and the Parent Company did not recognize the deferred tax asset on the
following temporary differences since management believes that these deductible temporary differences may not be realized in
the future:
94 The reconciliation of provision for income tax computed at the statutory corporate income tax rate to provision for income tax
shown in the statement of comprehensive income follows:
Annual Report 2009
The Parent Company has a funded noncontributory defined benefit retirement plan, while SCCP has an unfunded
noncontributory defined benefit retirement plan covering all their regular employees. The benefits are consolidated based on
years of service and compensation per year of credited service.
The principal actuarial assumptions used in determining retirement liability as of January 1, 2009 and 2008 are shown below:
As of December 31, 2009 and 2008, discount rates used are 11.04% and 11.60%, respectively, by the Parent Company and
9.18% and 10.35%, respectively by SCCP.
The overall expected rate of return on plan assets is determined based on the market prices prevailing on that date applicable
to the period over which the obligation is to be settled.
Actuarial valuation of the Parent Company is generally made every year. The latest actuarial valuation studies of the
retirement plan of the Parent Company and SCCP was made on December 31, 2009.
The retirement asset as of December 31, 2009 and retirement liability recognized in the balance sheets of the Parent Company
as of December 31, 2008 are as follows:
2009 2008
Present value of the obligation P
= 45,201,713 P
= 35,623,584
Fair value of plan assets (38,741,708) (14,509,085)
6,460,005 21,114,499
Unrecognized actuarial losses (17,244,617) (18,640,864)
Net retirement (asset) liability (P
= 10,784,612) P
= 2,473,635
The movements of unrecognized actuarial losses as of December 31, 2009 and 2008 are as follows:
2009 2008
The net unfunded retirement obligation recognized in the balance sheets of SCCP as of December 31, 2009 and 2008 are as 95
follows:
The movements in the retirement liability (asset) of the Parent Company as of December 31, 2009 and 2008 are as follows:
2009 2008
Balance at beginning of year P
= 2,473,635 (P
= 3,045,635)
Retirement expense 10,679,805 5,519,270
Contributions (23,938,052) –
Balance at end of year (P
= 10,784,612) P
= 2,473,635
The movements in the unfunded retirement obligation recognized in SCCP’s balance sheets are as follows:
2009 2008
Balance at beginning of year P
= 3,559,158 P
= 2,495,354
Retirement cost 1,334,794 1,063,804
Balance at end of year P
= 4,893,952 P
= 3,559,158
Changes in the present value of the defined benefit obligation are as follows:
The movements in the fair value of plan assets recognized by the Parent Company follow:
2009 2008
Balance at beginning of year P
= 14,509,085 P
= 16,009,167
Expected return on plan assets 870,545 960,550
Benefits paid (1,672,891) (1,729,613)
96 Actuarial gain (loss) 1,096,917 (731,019)
Contributions 23,938,052 –
Annual Report 2009
The retirement expense included under Compensation and other related staff costs in the statements of comprehensive income
are as follows:
The actual return on the plan assets of the Parent Company amounted to P
= 2.0 million in 2009, P
= 0.1 million in 2008 and
P
= 0.5 million in 2007.
The major categories of the Parent Company’s plan assets as a percentage of the fair value of total plan assets as of
December 31, 2009 and 2008 are as follows:
2009 2008
Investment in government debt securities 70.44% 93.41%
Investment in private debt securities 28.83% 4.29%
Other assets 0.73% 2.30%
Parent Company
2009 2008 2007 2006
Present value of the obligation P
= 45,201,713 P
= 35,623,584 P
= 20,849,048 P
= 13,582,821
Fair value of plan assets (38,741,708) (14,509,085) (16,009,167) (5,580,768)
Deficit 6,460,005 21,248,969 4,839,881 8,002,053
Experience adjustment on plan liabilities (1,918,317) 19,205,036 (614,703) 2,655,360
Experience adjustment on plan assets 100,965 (813,601) (35,825) 2,750,100
SCCP
2009 2008 2007 2006
Present value of the obligation P
= 7,221,418 P
= 4,097,548 P
= 3,172,776 P
= 3,252,779
Deficit 7,221,418 4,097,548 3,172,776 3,252,779
Experience adjustment on plan liabilities 157,451 229,566 733,041 393,273
Basic earnings per share are calculated by dividing the net income for the year by the weighted average number of common
shares outstanding as of balance sheet date.
The basic and diluted earnings per share are the same as there were no dilutive potential common shares outstanding.
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise
significant influence over the other party in making financial and operating decisions. Parties are also considered to be related
if they are subjected to common control or common significant influence. Related parties may be individuals or corporate 97
entities. Related parties include brokers that are stockholders of the Parent Company. The Parent Company, in its normal
The year-end balances in respect of brokers (stockholders of the Exchange) included in the balance sheets are as follows:
2009 2008
Accounts and other receivable from brokers - net of
allowance for impairment losses of P
= 861,659 in 2009
and P= 1,652,659 in 2008 P
= 1,141,959 P
= 1,830,916
Other related party transactions include advance payments made by the Parent Company on certain administrative expenses
of SCCP such as utilities, supplies, hardware and software maintenance, and other employee benefits, which are subsequently
billed to and collected from SCCP. As of December 31, 2009 and 2008, accounts and other receivables of the Parent
Company from SCCP are eliminated in the consolidated balance sheet.
The income in respect of the brokers included in the statements of comprehensive income follows:
Other revenues includes recoveries from printing of data transaction report, penalty on trading floor, cancellation of matched
orders, and other fees.
Compensation of key management personnel (covering officer positions starting from Assistant Vice President and up)
included under Compensation and other related staff costs in the statements of comprehensive income follows:
Short-term employee
benefits P
= 54,210,714 P
= 44,728,139 P
= 33,617,340 P
= 49,852,845 P
= 40,364,037 P
= 29,114,889
Share-based payments 2,082,815 135,153 – 1,904,840 106,003 –
Post-employment
pension and
medical benefits 887,173 376,082 569,038 887,173 376,082 569,038
P
= 57,180,702 P
= 45,239,374 P
= 34,186,378 P
= 52,644,858 P
= 40,846,122 P
= 29,683,927
Short-term employee benefits include salaries, paid annual leave, vacation and sick leave, profit sharing and bonuses, and
non-monetary benefits.
PFRS 8, Operating Segments, requires that a public business enterprise report financial and descriptive information about its
reportable segments. Reportable segments are operating segments that meet specified criteria. Operating segments are
components of an entity about which separate financial information is available that is evaluated regularly by the chief decision
maker in deciding how to allocate resources and in assessing performance. Generally, financial information is required to be
reported on the same basis as is used internally for evaluating the performance of operating segments and deciding how to
allocate resources to operating segments.
The Group has one reportable business segment which is the equity securities market. The equity securities market provides
trading, clearing, depository and information services for the equity market. The Group also has one geographical segment
and derives all its revenues from domestic operations. The financial information about the sole business segment is presented
in the financial statements.
The management monitors the operating results of its business segment for the purpose of making decisions about resource
allocation and performance assessment. The segment performance is evaluated based on operating profit or loss and is
measured consistently with the income before income tax in the consolidated financial statements.
25. Contingencies
In 2007, the Parent Company’s BOD appropriated a portion of its retained earnings amounting to P = 3.0 million to cover potential
liability cases filed against the Parent Company, its directors and/or officers. As of December 31, 2008, the said cases are still
pending before the courts and quasi-judicial agencies. The amount of the appropriation which is based on available relevant
information as of December 31, 2009, will be reassessed periodically to reflect material developments made known to the
Parent Company.
The SCCP, as the central counterparty to stock exchange transactions, has contingent liabilities pertaining to outstanding
trades as of December 31, 2009 and 2008. Details of stock exchange transactions outstanding as of balance sheet dates are
as follows:
2009 2008
Value of shares not yet delivered (net selling) P
= 2,754,412,843 P
= 1,939,127,351
Amount of purchases unpaid (due clearing) 854,235,301 904,920,114
P
= 3,608,648,144 P
= 2,844,047,465
The settlement of trades of Manila Electric Company (MER) shares executed on December 12, 15 and 16, 2008 was
suspended on December 17, 2008 (included in the outstanding trades on December 31, 2008) pending the downloading by
Philippine Depository & Trust Corp. of broker balances due to a dispute over 42,002,750 MER shares in the name of Land
Bank of the Philippines which were cancelled by MER and thereafter issued in favor of Josefina Lubrica. On January 23, 2009,
the December 12, 15 and 16, 2008 MER transactions were settled through the delivery of MER shares which did not form part
of the disputed MER shares.
As of January 2010 and 2009, all transactions outstanding as of balance sheet date were settled. Accordingly, no failed trades
occurred from these transactions.
On March 26, 2008, the BOD of the Exchange approved the ESPP for its employees and SCCP’s employees, with the
a. number of shares allotted for the offering is 150,000 shares or about 1% of the outstanding capital stock of the Exchange.
Each offering consists of 50,000 shares;
b. all regular employees in good standing of the Exchange and SCCP with at least 1 year of continuous service as of the offer
date is eligible;
c. offer date is annual for a period of 3 years exercisable from July to December of each year;
d. offer price is fixed based on Volume Weighted Average Price of PSE shares of the month preceding the offer date;
99
e. discount of 10% from the offer price; and
f. cash payment is required during the exercise period.
2009 2008
Outstanding at beginning of year 7,760 –
Granted during the year 50,000 50,000
Exercised during the year (57,748) (42,240)
Outstanding at end of year 12 7,760
In 2008, total of 50,000 shares of the Exchange were available for availment and the subscription period was from December 2
to 24, 2008 with an exercise price of P
= 128.37 per share while the fair value at grant date was P
= 135.00, which is based on
quoted market price. The BOD also approved the share allocation on a per rank basis for the offer period.
Out of the 50,000 shares of the Exchange, 36,940 shares and 5,300 shares were availed by Exchange’s and SCCP’s
employees, respectively, resulting to an expense amounting to P = 0.3 million and P
= 0.2 million for the Group and Parent
Company, respectively, and a credit to deposit for future stock subscription and additional paid-in capital amounting to
P
= 5.4 million and P
= 0.3 million, respectively.
The Exchange processed and finalized the subscription of the availed shares in January 2009 and the stocks were transferred
in the name of the employees on January 29, 2009.
In 2009, a total of 57,760 shares of the Exchange were available for availment, which consist of 50,000 original shares for the
second tranche and the remaining 7,760 shares from the first tranche. Subscription period was from July to December 2009
with an exercise price of P
= 238.02 per share while the average fair value at grant date was P
= 320.45, which is based on quoted
market price.
Out of the 57,748 shares of the Exchange that were availed of and fully paid by the participants under the ESPP, 52,653
shares and 5,095 shares were availed by the Exchange’s and SCCP’s employees, respectively, resulting to an expense
amounting to P= 4.7 million and P
= 4.1 million for the Group and Parent Company, respectively, and a credit to deposit for future
stock subscription and additional paid-in capital amounting to P= 0.7 million and P
= 0.2 million, respectively.
The Philippine Stock Exchange, Inc.
On March 10, 2010, the BOD approved the declaration of regular cash dividends of P = 3.40 per share and special cash
dividends of P
=6.60 per share out of the unappropriated retained earnings of the Parent Company as of December 31, 2009 in
favor of stockholders of record as of March 25, 2010. The cash dividends will be paid on April 21, 2010.
100
Annual Report 2009
Listed Issues as of Yearend 2009
Issue Code Par Value Issue Code Par Value
Financials Sector Cosmos Bottling Corporation CBC 1
Banks Ginebra San Miguel, Inc. GSMI 1
Asiatrust Development Bank, Inc. ASIA 10 Jollibee Foods Corporation JFC 1
Banco de Oro Unibank, Inc. BDO 10 Liberty Flour Mills, Inc. LFM 10
Banco Filipino Savings & Mortgage Bank BF 100 Pancake House, Inc. PCKH 1
Bank of the Philippine Islands BPI 10 San Miguel Pure Foods Company, Inc. “A” PF 10
China Banking Corporation CHIB 100 San Miguel Pure Foods Company, Inc. “B” PFB 10
Chinatrust (Philippines) Commercial Bank Corporation CHTR 10 Pepsi-Cola Products Philippines, Inc. PIP 0.15
Citystate Savings Bank, Inc. CSB 10 Roxas & Company, Inc. RCI 1
Export and Industry Bank, Inc. “A” EIBA 0.25 RFM Corporation RFM 1
Export and Industry Bank, Inc. “B” EIBB 0.25 Roxas Holdings, Inc. ROX 1
Metropolitan Bank & Trust Company MBT 20 Swift Foods, Inc. SFI 1
Philippine Bank of Communications PBC 100 San Miguel Brewery, Inc. SMB 1
Philippine National Bank PNB 40 San Miguel Corporation “A” SMC 5
Philippine Savings Bank PSB 10 San Miguel Corporation “B” SMCB 5
Philippine Trust Company PTC 10 Tanduay Holdings, Inc. TDY 1
Rizal Commercial Banking Corporation RCB 10 Philippine Tobacco Flue-Curing and Redrying Corporation TFC 1
Security Bank Corporation SECB 10 Alliance Tuna International, Inc. TUNA 1
Union Bank of the Philippines UBP 10 Universal Robina Corporation URC 1
F & J Prince Holdings Corporation “B” FJPB 1 Robinsons Land Corporation RLC 1
Forum Pacific, Inc. FPI 1 Philippine Realty & Holdings Corporation RLT 1
House of Investments, Inc. HI 1.5 Shang Properties, Inc. SHNG 1
JG Summit Holdings, Inc. JGS 1 Sta. Lucia Land, Inc. SLI 1
Jolliville Holdings Corporation JOH 1 SM Development Corporation SMDC 1
Keppel Philippines Holdings, Inc. “A” KPH 1 San Miguel Properties, Inc. SMP 10
Keppel Philippines Holdings, Inc. “B” KPHB 1 SM Prime Holdings, Inc. SMPH 1
Lodestar Investment Holdings Corporation LIHC 1 Suntrust Home Developers, Inc. SUN 1
Mabuhay Holdings Corporation MHC 1 Universal Rightfield Property Holdings, Inc. UP 1
Minerales Industrias Corporation MIC 1 Uniwide Holdings, Inc. UW 1
MJC Investments Corporation MJIC 1 Vista Land & Lifescapes, Inc. VLL 1
UEM Development Philippines, Inc. MK 1 Services Sector
Metro Pacific Investments Corporation MPI 1 Media
Pacifica, Inc. PA 0.005 ABS-CBN Broadcasting Corporation ABS 1
Prime Orion Philippines, Inc. POPI 1 GMA Network, Inc. GMA7 1
Prime Media Holdings, Inc. PRIM 1 Manila Bulletin Publishing Corporation MB 1
Republic Glass Holdings Corporation REG 1 Manila Broadcasting Company MBC 1
Solid Group, Inc. SGI 1 Telecommunications
Sinophil Corporation SINO 1 Digital Telecommunications Phils., Inc. DGTL 1
SM Investments Corporation SM 10 Globe Telecom, Inc. GLO 50
South China Resources, Inc. SOC 1 Liberty Telecoms Holdings, Inc. LIB 1
Seafront Resources Corporation SPM 1 Pilipino Telephone Corporation PLTL 1
Unioil Resources & Holdings Company, Inc. UNI 1 Philippine Telegraph & Telephone Corporation PTT 1
Wise Holdings, Inc. “A” WHI 1 Philippine Long Distance Telephone Company “Common” TEL 5
Wise Holdings, Inc. “B” WHIB 1 Information Technology
Wellex Industries, Inc. WIN 1 Boulevard Holdings, Inc. BHI 0.1
Zeus Holdings, Inc. ZHI 1 DFNN Inc. DFNN 1
Property Sector Imperial Resources, Inc. “A” IMP 5
Arthaland Corporation ALCO 0.18 Imperial Resources, Inc. “B” IMPB 5
Anchor Land Holdings, Inc. ALHI 1 IPVG Corporation IP 1
Ayala Land, Inc. ALI 1 Island Information & Technology, Inc. IS 0.01
Araneta Properties, Inc. ARA 1 ISM Communications Corporation ISM 0.01
Belle Corporation BEL 1 Nextstage, Inc. NXT 1
A Brown Company, Inc. BRN 1 Transpacific Broadband Group International, Inc. TBGI 1
Cityland Development Corporation CDC 1 PhilWeb Corporation WEB 1
Crown Equities, Inc. CEI 0.1
Issue Code Par Value Issue Code Par Value
Transportation Services The Philodrill Corporation OV 0.01
Asian Terminals, Inc. ATI 1 PNOC Exploration Corporation “A” PEC 1
Aboitiz Transport System (ATSC) Corporation ATS 1 PNOC Exploration Corporation “B” PECB 1
International Container Terminal Services, Inc. ICT 1 PetroEnergy Resources Corporation PERC 1
Keppel Philippines Marine, Inc. KPM 1 Preferred
Lorenzo Shipping Corporation LSC 1 Allied Banking Corporation - 15% Cum. Convertible Pref. A ABC 1000
MacroAsia Corporation MAC 1 Ayala Corporation Preferred Class “A” Shares ACPA 100
PAL Holdings, Inc. PAL 1 Ayala Corporation Preferred Class “B” Shares ACPR 100
Metro Pacific Tollways Corporation TOL 1 Aboitiz Transport System (ATSC) Corporation - Preferred ATSP 1
Hotel & Leisure Benguet Corporation - 8% Cumulative Convertible Pref. A BCP 3.44
Acesite (Philippines) Hotel Corporation DHC 1 Banco Filipino Savings & Mortgage Bank - 15½% Cum. Conv. Pref. BFC 100
Grand Plaza Hotel Corporation GPH 10 Banco Filipino Savings & Mortgage Bank - 15½% Cum. Non-Conv. Pref. BFNC 100
Leisure & Resorts World Corporation LR 1 DMCI Holdings, Inc. - Cumulative Convertible Pref. DMCP 1
Manila Jockey Club, Inc. MJC 1 First Philippine Holdings Corporation - Preferred FPHP 100
Mondragon International Philippines, Inc. MON 1 Globe Telecom, Inc. - Preferred A GLO-PA 5
Premiere Entertainment Philippines, Inc. PEP 1 Philippine Bank of Communications - Preferred PBCP 25
Philippine Racing Club, Inc. PRC 1 Swift Foods, Inc. Convertible Pref. SFIP 1
Waterfront Philippines, Inc. WPI 1 PLDT 10% Cumulative Convertible Pref. Series A TELA 10
Education PLDT 10% Cumulative Convertible Pref. Series B TELB 10
Centro Escolar University CEU 1 PLDT 10% Cumulative Convertible Pref. Series C TELC 10
Far Eastern University, Inc. FEU 100 PLDT 10% Cumulative Convertible Pref. Series D TELD 10
iPeople, Inc. IPO 1 PLDT 10% Cumulative Convertible Pref. Series E TELE 10
Diversified Services PLDT 10% Cumulative Convertible Pref. Series F TELF 10
APC Group, Inc. APC 1 PLDT 10% Cumulative Convertible Pref. Series G TELG 10
A & A SECURITIES, INC. 101 ABACUS SECURITIES CORPORATION 102 ALPHA SECURITIES CORPORATION 106
(Corporate Trading Participant) (Corporate Trading Participant) (Corporate Trading Participant)
SHIRLEY Y. BANGAYAN PAULINO S. SOO JONATHAN JOSEPH S. KUI
(Nominee Trading Participant) (Nominee Trading Participant) (Nominee Trading Participant)
Nationality: FILIPINO Nationality: FILIPINO Nationality: FILIPINO
Trading Floor: AYALA Trading Floor: TEKTITE Trading Floor: TEKTITE
The Philippine Stock Exchange, Inc.
7/F, Tower One & Exchange Plaza (Corporate Trading Participant) Trading Floor: AYALA
Ayala Avenue cor. Paseo de Roxas, PAUL L. WEE Contact Information:
Makati City (Nominee Trading Participant) Suite 2003-2004, The Peak
Office: 848-7160 to 63 Nationality: FILIPINO 107 L. P. Leviste Street,
Exchange: 848-7160 to 63 Trading Floor: TEKTITE Salcedo Village, Makati City
Telefax: 848-7163 Contact Information: Office: 848-2915
atcastro@info.com.ph G/F, Unit EC-05B, Office of the President 810-0930
PSE Centre-East Tower, Exchange Rd., Office of the EVP 848-2564
AAA SOUTHEAST EQUITIES, INC. 237 Ortigas Center, Pasig City Exchange: 891-9115
(Corporate Trading Participant) Office: (Trunk Line) 687-5071 Fax: 848-2572
D. ALFRED A. CABANGON 687-3224; 687-3733 wcris@angping.com.ph
(Nominee Trading Participant) Exchange: 687-0911; 687-0936 sgogola@angping.com.ph
Nationality: FILIPINO Fax: 687-3738
Trading Floor: AYALA info@accordcapital.ph ANSALDO, GODINEZ & 111
Contact Information: www.accordcapital.ph COMPANY, INC.
G/F Fortune Life Building (Corporate Trading Participant)
162 Legaspi Street, Legaspi Village, ALAKOR SECURITIES CORPORATION 232 MARIANO U. GODINEZ
Makati City (Corporate Trading Participant) (Nominee Trading Participant)
Office: 816-2918 GERARD ANTON S. RAMOS Nationality: FILIPINO
892-9841 to 49 loc. 103 (Nominee Trading Participant) Trading Floor: TEKTITE
Exchange: 891-9570 to 72 Nationality: FILIPINO Contact Information:
Fax: 812-1831 Trading Floor: TEKTITE 340 Nueva Street, Binondo, Manila
Contact Information: Office: 242-5124 to 25; 242-5127 to 31
AB CAPITAL SECURITIES, INC. 112 5/F, Quad Alpha Centrum Exchange: 634-5160 & 63; 634-6232 to 34;
(Corporate Trading Participant) 125 Pioneer Street, 634-6521 to 22
LAMBERTO M. SANTOS, JR. Mandaluyong City Fax: 242-5121
(Nominee Trading Participant) Office: 631-8173;637-4496
Nationality: FILIPINO Exchange: 634-6928 to 29 APEX PHILS. EQUITIES CORPORATION 255
Trading Floor: AYALA Fax: 631-5166 (Corporate Trading Participant)
Contact Information: JOSE ROBERTO DELGADO
3rd Floor, Phinma Plaza (Nominee Trading Participant)
39 Plaza Drive, Rockwell Center Nationality: MALAYSIAN
Makati City Trading Floor: AYALA
Office: 898-7555 Contact Information:
Exchange: 891-9135 2/F, Mary Bachrach Building
Fax: 898-7597 Port Area, Manila
abcsi@abcapital.com.ph Office: 527-8888 loc. 219;
www.abcapitalonline.com 527-5291
Exchange: 891-8586
Fax: 527-8919; 527-8912
ARMSTRONG SECURITIES, INC. 388 ATC SECURITIES, INC. 120 BA SECURITIES, INC. 109
(Corporate Trading Participant) (Corporate Trading Participant) (Corporate Trading Participant)
TONY O. KING ANSELMO TRINIDAD JR. ANG BIAO
(Nominee Trading Participant) (Nominee Trading Participant) (Nominee Trading Participant)
Nationality: FILIPINO Nationality: FILIPINO Nationality: FILIPINO
Trading Floor: AYALA Trading Floor: AYALA Trading Floor: AYALA
Contact Information: Status: ACTIVE Contact Information:
20/F, Equitable PCI Tower I Contact Information: Room 401-403, CLMC Building
Makati Avenue cor. Unit 6F, 6th Floor 259-267 EDSA, Mandaluyong City
H. V. dela Costa Street, 8101 Pearl Plaza, Pearl Drive Office: 727-5374; 722-0132
Makati City Ortigas Center, Pasig City Exchange: 891-9672 to 75
Office: 878-4043 Office: 683-0204; 687-1768 Telefax: 722-0132
Exchange: 891-8534; 891-8542; 687-2866; 683-0201 baseccom@info.com.ph
891-8563 Exchange: 891-9337 to 38
Fax: 840-7175 Fax: 687-1760 BDO SECURITIES CORPORATION 279
atcsettle@pacific.net.ph (Corporate Trading Participant)
ASIA PACIFIC CAPITAL 116 EDUARDO V. FRANCISCO
EQUITIES & SECURITIES CORP. ATR KIMENG SECURITIES, INC. 220 (Nominee Trading Participant)
(Corporate Trading Participant) (Corporate Trading Participant) Nationality: FILIPINO
DAVID O. CHUA RAMON B. ARNAIZ Trading Floor: AYALA
(Nominee Trading Participant) (Nominee Trading Participant) Contact Information:
Nationality: FILIPINO Nationality: FILIPINO 20th Floor, BDO South Tower,
Trading Floor: AYALA Trading Floor: AYALA Makati Ave. cor. H. V. dela Costa St.,
Contact Information: Contact Information: Makati City
24/F, Galleria Corporate Center 17/F, Tower One & Exchange Plaza Office: 878-4070; 840-7000
EDSA cor. Ortigas Avenue, Ayala Avenue cor. Paseo de Roxas, loc. 6391; 6385; 6382
Quezon City Makati City 840-7000 loc. 6386; 6392; 6068
Office: 634-5621 Office: 848-5298; 849-8888 Exchange: 848-5836; 848-7015
Exchange: 891-9550 to 59; 891-8571 Dealing Room 848-5288 Fax: 840-7175
Annual Meeting
The annual meeting of shareholders will
be held on Saturday, 1 May 2010, 8:00 a.m.
at the PSE Centre, Exchange Road, Ortigas
Center, Pasig City.
Corporate
Offices
Principal Office:
Philippine Stock Exchange Centre External Counsels
Exchange Road, Ortigas Centre, Pasig City
1605 Philippines Angara Abello Concepcion
Tel. No.: (632) 688-7600 Regala & Cruz Law Offices
Fax No.: (632) 634-5113 22nd floor, ACCRALAW Tower
Second Avenue corner 30th street
Crescent Park West
Bonifacio Global City, 0399 Taguig
Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue, Makati City
1226 Philippines D.P. Arce Law Office
Tel. No.: (632) 819-4100 Unit 612, 6/F, Tower 1, Cityland Condominium 10
Fax No.: (632) 891-9004 6815 Ayala Avenue, Makati City
Website: www.pse.com.ph
Quasha Ancheta Peña & Nolasco
Disclaimer:
This Annual Report may contain forward-looking statements which reflect the PSE management’s plans, intentions,
points of view, and assumptions on events that might directly and indirectly pose risks and uncertainties to its
objectives and operations as an Exchange. No information expressed herein should be reproduced, copied or made
available to others without a written permission from The Philippine Stock Exchange, Inc. The PSE assumes no
obligation to update any forward-looking information in this Annual Report.