MANILA, Philippines -- A bitter leadership squabble between a major stockholder and company executives is rocking the normally staid San Miguel corporation, Asia's world-famous brewer and food conglomerate.
The challenger is Enrique Zobel, 56, one of the 11 San Miguel directors. He also is head of the Ayala group of companies involved in banking, insurance, entertainment, real estate development and agri-business.
The crusty Zobel, whose company developed the big commercial area at Makati, near Manila, began the revolt when his objections to a resolution delegating board authority to San Miguel executives were overruled.
'I objected very strongly,' Zobel said. 'I said, 'What am I a director for if I am going to be paid the director's fee and then delegate? I will be criminally liable.''
Zobel has vowed to put San Miguel 'in order.' To show he means business he has bought all 11.6 million Ayala family shares in San Miguel worth $23.3 million.
He now holds 16 percent of the stock -- the biggest single block - and he reportedly is looking for more.
The San Miguel management has declined comment on Zobel's moves. One San Miguel source said Zobel was consolidating his position after the recent death of two major stockholders triggered a scramble among close relatives who have been running San Miguel since 1980.
Zobel says he is not interested in becoming chairman, a position held by his ailing cousin, Andres Soriano, 56. But he says he will take the job if the stockholders want it.
The Soriano camp believes Zobel wants the top job. But a source said Zobel is not going to get it on a 'silver platter.'
The fight leading up to the annual stockholders meeting in May is expected to be 'bloody.' The signs are there for all to see.
Recently, a Zobel man on the board, Eduardo Lichauco, filed a petition before the Philippine Securities and Exchange Commission (SEC) to void the resolution delegating board authority to the chairman and 150 executives.
'The delegation and subdelegation contains no limits or checks either as to kind, time, form or reporting,' Lichauco said.
'Carried to its logical conclusion, an assistant vice president of SMC could, should the chairman unexpectedly pass away, sell some or even all of the SMC assets, including its foreign holdings, on the representation that he was orally authorized by the SMC chairman, who would not be there to confirm or deny it,' Lichauco said.
Lichauco urged the SEC to require the San Miguel chairman to report on the disposition of any corporate foreign assets or the incurring of any foreign liabilities.
'I feel that a director is entitled to have information of San Miguel operations and a director right now does not know what is going on in San Miguel,' Zobel said.
In yet another dispute, John Gokongwei is making his third try - the first was in 1978 -- to get on the San Miguel board.
Gokongwei, 55, a Filipino of Chinese descent, runs several corporations directly competing with San Miguel in such areas as dairy products and agri-business.
Gokongwei has the backing of the affluent Chinese community and is confident he has enough votes to be elected when the San Miguel shareholders meet.
'I have enough shares to get in. It's just a matter of legal footwork,' Gokongwei said, referring to a recent Supreme Court decision allowing corporations to bar competitors from their management.
After Gokongwei's first attempt, the San Miguel management became secretive about company moves, infuriating Zobel's Ayala group.
Zobel also has interests that compete directly with San Miguel in agri-business.
If San Miguel allows him to stay on, it could not continue to block Gokongwei, observers say.
'There's a conflict of interest,' said one official. He said San Miguel might be liable to government antitrust suits if it allowed its business competitors to get into the company.
The revolt comes with San Miguel engaged in a 'beer war' with Asia Brewery, set up a year ago by Filipino-Chinese industrialist Lucio Tan. But San Miguel appeared to have weathered the Asia onslaught in the initial rounds.
