An SEC official said the investigation conducted by the SEC’s Compliance and Enforcement Department showed that former officials of the bank could have connived to keep Romulo on the board for the past two years to allow the founding Go family to maintain majority control of EPCIBank.
The investigation stemmed from a complaint filed by the Government Service Insurance System (GSIS) against EPCIBank’s former top officers — chairman Antonio Go, corporate secretary Nilo Divina and directors Anthony Conway and Peter Go-Pailian, for alleged fraud.
The GSIS claimed that EPCIBank failed to disclose that Romulo was the chairman and director of Equicom Systems Management Inc., a company majority owned by Equitable Development Corp., a substantial shareholder of EPCIBank.
Under the Securities Regulation Code, an independent director must not be an officer or employee of the corporation, as well as any affiliate, subsidiary or related company thereof.
The GSIS and the Social Security System claimed that the appointment of Romulo as independent director deprived their right to have a legitimate and qualified independent director on the board.
The GSIS and SSS together hold more than 40 percent of the bank’s stockholdings.