By Francis Allan L. Angelo
Retired Ilonggo Supreme Court Justice Francis H. Jardeleza vowed to help improve the power distribution in his hometown Iloilo City as he joined the board of MORE Electric and Power Corp. as an independent director.
Jardeleza confirmed that he joined MORE Power’s board recently upon invitation of majority shareholder Enrique K. Razon Jr. and company President and COO Roel Z. Castro.
The Ilonggo magistrate said he decided to join the distribution utility as his way of “paying forward” to the Ilonggos.
“I have learned a lot of improvements there since MORE Power began its operations. There are incremental improvements, and we can do more. I hope to help in my own way,” he added.
With the legal questions against MORE Power’s franchise already settled by the Supreme Court, Jardeleza said Ilonggos should help each other in improving further the power distribution services in the city.
“I thank MORE Power and the Ilonggos for giving me a chance to give back. It’s what you call paying forward. It’s a good thing that I can help in whatever way,” he said.
Independent directors in companies with investments of more than P50 million, or the so-called companies with public interest, are mandated by the code of corporate governance, Revised Corporation Code of the Philippines and the Securities and Exchange Commission.
An independent director is a person who, apart from his or her fees and shareholdings, is independent of management and free from any business or other relationship that could, or could reasonably be seen to, interfere with his or her exercise of independent judgment in carrying out his or her responsibilities as a director.
According to SEC Memorandum Circular 20, Series of 2020 (SEC Rules on the Number of Independent Directors and Sectoral Representatives of Exchanges and Other Organized Markets), an independent director should be someone who:
– Is not a director or officer of the covered company or of its related companies or any of its substantial shareholders, except when the same shall be an independent director of any of the foregoing;
– Does not own more than 2 percent of the shares of the covered company and/or its related companies or any of its substantial shareholders;
– Is not related to any director, officer or substantial shareholder of the covered company, any of its related companies or any of its substantial shareholders. In this context, relatives include spouse, parent, child, brother, sister and the spouse of his or her child, brother or sister;
– Is not acting as a nominee or representative of any director or substantial shareholder of the covered company, and/or any of its related companies and/or any of its substantial shareholders, pursuant to a deed of trust or under any contract or arrangement;
– Has not been employed in any executive capacity by the covered company, any of its related companies and/or by any of its substantial shareholders within the last two years;
– Is not retained, either personally or through his or her firm or any similar entity, as a professional adviser by that covered company, any of its related companies and/or any of its substantial shareholders within the last two years; or
– Has not engaged and does not engage in any transaction with the covered company and/or with any of its related companies and/or with any of its substantial shareholders, whether by himself/herself and/or with other persons and/or through a firm of which he or she is a partner and/or a company of which he or she is a director or substantial shareholder, other than transactions which are conducted at arm’s length and are immaterial, within the last two years (Section 2.2, SEC MC 20, s. of 2020).
Independent directors should have relevant experience/working knowledge of capital or financial markets for at least three years prior to being elected (Section 3, SEC MC 20, s. of 2020).
Before joining the government, Jardelez was an expert in corporate law having worked for ACCRA Law Offices, one of the country’s top law firms; and became Senior Vice-President and General Legal Counsel of San Miguel Corp in 1996.
He remained with San Miguel until 2010 when he was appointed Deputy Ombudsman for Luzon by President Benigno Aquino III.
On February 6, 2012, Jardeleza’s appointment as Solicitor General of the Philippines was announced, following the resignation of Jose Anselmo Cadiz. He took his oath of office as Solicitor General on February 20, 2012.
On August 19, 2014, President Aquino appointed Jardeleza as an Associate Justice of the Supreme Court of the Philippines, succeeding retired Justice Roberto Abad. On September 26, 2019, Jardeleza retired upon reaching his 70th birthday.
Jardeleza said his Ilonggo roots is more of an advantage in his new responsibility as he can always get a feel of what is happening in Iloilo City.
Despite staying in Metro Manila all throughout his professional life, Jardeleza said he never forgot his roots.
“My wife is from Roxas City and in our home here, we speak Hiligaynon,” he added.
Jardeleza grew up in Jaro, Iloilo City, where he finished his elementary and secondary education. He earned his Bachelor of Arts degree in Political Science from the University of the Philippines Visayas in 1970.
He earned his law degree at the University of the Philippines College of Law at UP Diliman, where he graduated as salutatorian in 1974.
As a student at UP Law, Jardeleza was Vice-Chairperson of the Philippine Law Journal. He was admitted to the bar in 1974, having placed third in the bar examinations held that year.
In 1977, Jardeleza obtained a Master of Law degree from Harvard Law School.
