MANILA, Philippines - We reply to the baseless accusations again of spouses Jarius (a Rotary club officer and a newspaper columnist) and Marissa Bondoc (former John Hay Management Corporation [JHMC] Board Director and Corporate Secretary and niece of former House Speaker Jose De Venecia) in the issue of Philippine STAR, March 3, 2010, pp. 11 and 12:
1) Jarius Bondoc claims “Schizophrenia is a convenient excuse to avoid reality.” Corollary to this, the Civil Code says “Ignorance of the law excuses no one from compliance therewith.”
To prevent Mr. Bondoc from avoiding reality and being afflicted with schizophrenia, JHMC suggests that he read the hybrid nature of the corporation under RA 7227 and Implementing Rules.
To cut his slack due to inconvenience of prior research or conferring with his former JHMC Board Director and Corporate Secretary wife, and before writing again slanderous public articles and publicly maligning JHMC and BCDA and their officers, we summarize RA 7227’s key points: 1.) JHMC is a private corporation as it is governed by the Philippine Corporation Law, registered with the SEC and excluded from the Civil Service Law (Sec. 16), and as such covered by the SSS and the Labor Code; 2.) At least 51% of JHMC’s capital stock is owned by the Bases Conversion and Development Authority (BCDA), which therefore, has the majority of the voting rights and election of the JHMC Board and top executives. (Sec. 16); 3.) As BCDA holds at least 51% of JHMC, the Office of the Government Corporate Counsel (OGCC) is its ex officio legal counsel. (Sec. 18); 4.) The Commission on Audit (COA) representative is the full-time auditor of JHMC. (Sec. 19); 5.) Integral to its responsibility for a strong economy is JHMC’s commitment to the preservation and protection of the environment and reduction of carbon footprints, global warming and climate change.
2) On spouses Bondoc’s baseless accusations on the JHMC minutes
On March 1, 2010, Jarius Bondoc claimed that some of the JHMC Board minutes (prepared then by his wife JHMC Corporate Secretary Marissa) were not signed by then JHMC Director Corona in year 2006.
On March 2, 2010, based on available JHMC records, we explained:
“The past management, among other things: 1) created new positions without approval by the JHMC and BCDA Boards; 2) paid practically all employees salaries that were beyond those authorized under the approved JHMC Table of Organization and Salary Range; 3) incurred notices of disallowance of about P2 million; 4) unaccounted millions of missing properties; and 5) incurred other obligations not duly supported by requisite approvals.
“Hence, as a Board Director then, and noting all the lapses of procedures and legalities, incumbent JHMC President Corona refused to give her imprimatur on said management policies and representations during the Board meetings. This is why she refused to sign a number of minutes of meetings. These minutes were recorded and prepared under the direction of former Corporate Secretary Marissa Bondoc, wife of columnist Jarius Bondoc.”
On March 3, 2010, in her letter to the editor, Marissa Bondoc misread the JHMC answer and accuses JHMC as “assailing my integrity in saying Mrs. Corona refused to sign the minutes of board meetings because of my supposed lapses of procedures and legalities.”
Clearly, JHMC did impute those procedural and legal lapses on past management, but not on former Corporate Secretary and Board Director Mrs. Marissa Bondoc who merely supervised the recording and preparation of the minutes, but not the previous management’s actual reporting, presentation and recommendation to, and subsequent approval by, the JHMC Board.
Then Board Director Corona expressed her personal independent opinion, misgivings and objections on the past management’s recommended action for the Board to take. However, the JHMC Board minutes at that time were never written in such a way that the highlights of the actual discussion, independent views, and subsequent voting of each Director are reflected in the minutes. There were several Board Resolutions passed on the same day, but the minutes, as written, did not indicate the opinions and votes of each Director. Hence, it would appear that whoever was present and signatory to the minutes fully acceded to all the Resolutions passed on that day. The problem is, each director is accountable for the vote taken. Thus, the COA makes every Board Director who voted in favor of an aboveboard resolution solidarily liable with the management, notwithstanding that the Board did not gain any benefit therefrom. Expectedly, then Board Director Corona was very cautious in signing the minutes and requesting that her dissenting views be recorded therein.
Mrs. Marissa Bondoc further averred “The reason I resigned in 2007 as corporate secretary was her demanding that minutes of board meetings be brought to her house so she can alter them, bypassing me, before given to the board for approval. It’s on record: the board confronted her about this, provoking retaliation.”
Article IV, Sec. 12 of the JHMC ByLaws provides, in part:
Section 12. Minutes. - - x x x The minutes shall contain such entries as may be required by law or as may be directed by the Chairman. x x x The minutes shall be signed by the corporate secretary and authenticated by the presiding officer x x x
Thus, as compelled by the bylaws, then newly-elected JHMC Board Chairman and Presiding Officer Mrs. Cristina R. Corona must supervise and review the draft minutes prepared by the Assistant Corporate Secretary in e-copy or hard copy, even on weekends, and simultaneously work on the revision thereof with long-time Corporate Secretary Marissa Bondoc.
JHMC Chief Corona never deprived Corporate Secretary Bondoc in discharging her functions under Article V, Section 5, JHMC Bylaws to “Record or see the proper recording of the minutes x x x.” which should be under the direction of the Chairman, and authenticated by the presiding officer, as above-said.
Indeed, during Board Chair Corona’s tenure, the minutes format was revised by Mrs. Bondoc’s successor Corporate Secretaries in such a way that the full text and paragraphs of each Board Resolution — including the Whereas clauses, amendatory/repealing clause, compliance with prevailing laws clause, and the individual attendance, dissent, abstention and vote of each Board Director — are reflected in each Board Resolution and so written in the minutes. Thus, by mere scan of the pertinent pages of the minutes, the reader knows the Board Resolution No., date, rationale and each Board Director’s attendance/absence, dissent/abstention/votes, with the last page bearing each Board Director’s approval of the entire minutes. Each Board Director is given the chance to reflect his/her preference, even the deletion or insertion of specific words and writing style. That is how meticulous the JHMC Board is, and was personally witnessed by then Board Director Bondoc before her termination in April 2008.
3) On Marissa Bondoc’s unlawful use and withholding of JHMC car
Marissa Bondoc wrote “Also, in good faith I have been paying the car plan in advanced lump sums. Mrs. Corona knows this, as gleaned from acknowledgment receipts. Now they say I am illegally using a government vehicle? (Another ex-board member has filed legal action due to JHMC’s refusal to issue ORs for car payments.)
Our Finance Department wants the public to know that all payments were duly receipted and entered into the books of the Corporation, as shown in receipts and certification issued by JHMC to her, the COA and OGCC. Please see attached copies of receipts and certification from the Finance Department. Also, we are attaching all documents pertinent to Mrs. Marissa Bondoc’s Car Plan with JHMC.
Indeed, Mrs. Bondoc benefitted from the rent-to-own mode JHMC Car Board privilege. But such benefit, ended when she was terminated in April 2008. Thus, as directed by the COA and OGCC, JHMC has been patiently demanding, for five times now, for Mrs. Bondoc to either return or pay in full the JHMC car which she has been withholding and using for almost two (2) years now without any basis in law, equity or fair play.
Hence, this serves as a public final demand for Mrs. Marissa Bondoc to either pay in full the remaining balance of P755,142.48 as of Feb. 28, 2010, plus applicable interests and other charges that COA may direct, or surrender the JHMC Car within this week: Hyundai, Tucson 2.0 CWT year 2007 Motor Engine G4GC6787202 Chassis No. KMHJMB1P7U595071 Color Deep Green Automatic Transmission. The OGCC shall file the appropriate suit next week should Mrs. Bondoc fail to settle her obligations within one (1) week.
The same is true for the other former JHMC Directors who have not fully paid or surrendered the JHMC car. Hence, we appeal for your compliance.
We trust we clarified everything. — Ms. ASUNCION BALINGIT-SANTOS, Board Director and Executive Vice-President, John Hay Management Corporation (A Subsidiary of Bases Conversion and Development Authority)