Philodrill TEST
Summary
TLDRThe Philadel Corporation held its 2024 virtual annual stockholders meeting, beginning with the Philippine national anthem and a prayer for guidance. Chairman Gerard Anon s Ramos opened the meeting, which included reports on the company's financial performance and activities, including a decrease in revenues and an impairment provision. The management report highlighted the company's exploration in oil and gas and its budding interest in renewable energy. The meeting also covered the reappointment of the external auditor, the election of directors, and a tribute to a retiring executive. The meeting concluded with a commitment to strategic direction and honoring the company's legacy.
Takeaways
- 📅 The Philadel Corporation held its 2024 Virtual Annual Stockholders Meeting, adhering to technology trends and company bylaws.
- 🙏 The meeting commenced with a prayer for guidance, blessings, and open-mindedness among attendees.
- 📑 Chairman Gerard Anon s Ramos officially called the meeting to order and appointed attorney Adrian Aras as secretary.
- 📈 The company's main revenue source is from its equity stake in the G of field under service contract 14 C1, with a noted 11% decrease in production year on year.
- 📉 Revenues decreased due to lower crude prices, and production costs increased from 105.4 million pesos in 2022 to 138.745 million pesos in 2023.
- 🔍 An additional impairment provision of 61.4 million pesos was declared for certain assets after a review by management and external auditors.
- 🌐 The company is involved in several service contracts for exploration and development, with SC 6B Bonita being the most advanced.
- 📊 First quarter performance showed an increase in petroleum revenues by 133% due to higher oil prices, despite a slight drop in production.
- 🌱 The company is exploring opportunities in the renewable energy sector, aligning with the global shift towards cleaner energy sources.
- 🏢 The management expressed gratitude to stockholders, partners, officers, and staff, and acknowledged the legacy and vision of the late chairman Mr. Alfredo C Ramos.
- 🎉 A special recognition was given to Mr. Rado Ina Zara for his 37 years of service, as he retires from his position as Treasurer and Vice President for Administration.
Q & A
What is the purpose of the Philadel Corporation's 2024 virtual annual stockholders meeting?
-The purpose of the meeting is to discuss the company's activities, accomplishments, and financial performance for the year 2023, as well as to address any shareholder concerns and to conduct necessary corporate governance activities such as the election of directors and appointment of external auditors.
How are the stockholders participating in the meeting?
-Stockholders are participating in the meeting via remote communication, either personally or by proxy, with a total of 105,542,656 shares representing 55.8% of the company's outstanding capital stock in attendance.
What is the role of Adrian Aras in the stockholders meeting?
-Adrian Aras is appointed as the secretary of the meeting, responsible for recording the proceedings and ensuring compliance with the meeting's formalities.
What was the main source of Philadel Corporation's revenues in 2023?
-The main source of Philadel Corporation's revenues in 2023 was the Galoc field under Service Contract 14C1, in which the company has a 10.18% equity stake.
How did the company's production and revenues change year-on-year?
-Production decreased by 11% year-on-year, and due to lower crude prices, revenues also decreased from 237.55 million pesos in 2022 to a lower amount in 2023.
What additional provision was made by the management regarding the company's assets?
-The management, in coordination with external auditors, conducted a review of the company's assets and determined that an additional provision of 61.4 million pesos was appropriate to declare a portion of these assets as impaired.
What is the status of Philadel Corporation's exploration and development activities in other service contracts?
-Philadel Corporation is an operator or member of several other service contracts under exploration, development, or application with the Department of Energy, including SC14 C2, SC53 Manduro, SC6B Bonita, SC74 Lakan, and SC6A Octon, with various stages of progress in exploration and development.
How did the company perform in the first quarter of 2024?
-In the first quarter of 2024, petroleum revenues increased by 133% year-on-year due to higher oil prices, despite a slight 7.2% decline in production, resulting in a net income of 16 million pesos compared to a net loss of 900,000 pesos for the same period in 2023.
Does Philadel Corporation have plans to venture into renewable energy?
-While the company will continue to prioritize the exploration and development of oil and gas resources, it has also started to explore opportunities in the renewable energy sector in response to the growing demand for cleaner energy sources and the country's efforts to transition to cleaner energy.
How does the ongoing issue with China in the West Philippine Sea affect Philadel Corporation's operations?
-The ongoing issue with China in the West Philippine Sea has no direct impact on the service contracts that Philadel Corporation is involved in, as these contracts are within the territorial waters of the Philippines and outside the controversial nine-dash line of China.
What is the significance of the retirement of Mr. Rado Ina Zara?
-Mr. Rado Ina Zara is retiring after 37 years of service to Philadel Corporation, having held the position of Treasurer and Vice President for Administration. His retirement is a significant milestone, and his contributions to the company are greatly appreciated.
What is the process for the election of directors for the upcoming term?
-The nominees for directors have been pre-qualified and approved by the corporate governance and nominations committee. The election process involves the casting of votes by the shareholders, with all nine nominees receiving sufficient votes to be elected as board members for the term 2024 to 2025.
Outlines
📅 Opening and Prayer at Philadel Corporation's 2024 Annual Meeting
The video script begins with the opening of the Philadel Corporation's 2024 virtual annual stockholders meeting, requesting attendees to silence their devices. A prayer is offered for guidance and blessings on the meeting's proceedings. The chairman, Mr. Gerard Anon s Ramos, officially calls the meeting to order and acknowledges the presence of board members, management team, and guests. The meeting is being conducted remotely in compliance with technology trends and company bylaws.
📝 Meeting Procedures and Quorum Verification
The script continues with the corporate secretary confirming the distribution of notices for the annual meeting, as well as the publication of required documents on the company's website and the PS edge portal. The presence of a quorum is verified, with over 105 million shares representing 55.8% of the company's outstanding capital stock being represented. Voting procedures are outlined, and the approval of the minutes from the previous year's meeting is proposed and seconded without objections.
📈 Management Report and Financial Overview for 2023
The president, Mr. Adrian Ramos, delivers the management report, highlighting the company's activities and financial performance in 2023. The main revenue source is the G of field under Service Contract 14 C1, with a noted decrease in production and revenues due to lower crude prices. The company also faced increased production costs and an additional provision for asset impairment. Despite these challenges, the company reported an increase in petroleum revenues in the first quarter of 2024 due to higher oil prices. Other exploration and development projects are also discussed, including the advancement of SC 6B Bonita and plans for new service contracts.
🌐 Renewable Energy and Territorial Issues Q&A
The script includes a Q&A session where the company's exploration of renewable energy opportunities is addressed, aligning with the country's transition to cleaner energy sources and the company's commitment to sustainable operations. Additionally, the ongoing territorial dispute with China in the West Philippine Sea is confirmed to have no direct impact on the company's service contracts, as they are within the territorial waters of the Philippines.
🏆 Ratification of Resolutions and Appointment of External Auditor
The meeting proceeds with the ratification of acts and resolutions by the board of directors, management, and committees since the last annual meeting. The external auditor, SGV, is reappointed for the current fiscal year, with a high percentage of shares voting in favor. The voting results are disclosed, confirming the approval of the auditor's appointment.
🛑 Election of Directors and Closing Remarks
The election of directors is conducted, with all nominees receiving sufficient votes for their appointment to the board. A special acknowledgment is given to Mr. Rado Ina Zara for his dedicated service of 37 years before his retirement. The meeting concludes with a motion to adjourn, expressing gratitude for the support of stockholders and a commitment to continue the company's strategic direction and legacy.
Mindmap
Keywords
💡Annual Stockholders Meeting
💡Remote Communication
💡Quorum
💡Management Report
💡Impairment Provision
💡Exploration and Production
💡Renewable Energy
💡Service Contract
💡Farm-in Agreement
💡Audit Committee
💡Election of Directors
💡Retirement
Highlights
The meeting begins with a request to silence all gadgets and an invocation for guidance and blessings.
The chairman, Mr. Gerard Anon s Ramos, calls the 2024 virtual annual stockholders meeting to order and welcomes the attendees.
Mr. Ramos acknowledges the presence of distinguished board members, management team, and representatives from stock transfer services and auditors.
The corporate secretary confirms the notice of the meeting was duly sent and a quorum is present for conducting business.
The minutes from the 2023 annual stockholders meeting are approved without reading, indicating all necessary information was previously shared.
The president, Mr. Adrian Ramos, presents the management report, highlighting the company's activities and accomplishments for 2023.
Mr. Ramos reports a decrease in petroleum production and revenues in 2023, attributing the decline to lower crude prices and production costs.
An impairment provision of 61.4 million pesos was made after reviewing assets, which affected the net income for the year.
Despite challenges, the company registered a net income of 16 million pesos in the first quarter of 2024, a significant improvement from the previous year.
Phil Dril's involvement in various service contracts and exploration projects is detailed, showcasing their commitment to expanding their oil and gas operations.
The board and management express gratitude for the support of stockholders and partners in continuing the legacy of the late chairman.
In response to a stockholder's question, the company acknowledges exploring renewable energy opportunities while prioritizing oil and gas resources.
The ongoing issue with China in the West Philippine Sea is addressed, confirming no direct impact on Phil Dril's service contracts.
The management report and financial statements for 2023 are approved, demonstrating transparency and accountability to stockholders.
The acts and resolutions of the board of directors and management since the last annual meeting are ratified without objections.
SGV & Co. is reappointed as the external auditor for 2024, following a satisfactory performance review by the audit committee.
All nine nominees for directors are elected, ensuring continuity and strategic leadership for the company.
Mr. Raldo Ina Zara, the retiring Treasurer and VP for Administration, receives heartfelt gratitude for his 37 years of dedicated service.
The meeting is adjourned with a commitment from the board and management to continue working towards the company's strategic goals and legacy.
Transcripts
good afternoon ladies and gentlemen
before we begin may I request everyone
to please put your gadgets on silent
mode so as not to disrupt the
proceedings for this afternoon we will
now begin the philadel corporation's
2024 virtual annual stockholders meeting
with a singing of the Philippine
national an
I am
be
of God
is please remain standing for the prayer
dear heavenly father we thank you for
Gathering us all today in this important
Endeavor we ask that you bestow your
guidance and blessing upon each
attendee may we honor one another by
keeping an open mind
may we voice are trueu and listen with
an open
heart bless everyone present today that
each may be able to share his or her
contributions and
Gifts Grant good health and safety to
loved ones left outside this room and
bestow peace and good willll to all of
us we ask for your wisdom and Grace to
use our talents for the betterment of
Others May the various activities
related to this day be a Success Through
Your
intervention we gratitude we offer this
prayer in your name
amen I now turn over the meeting to our
chairman Mr Gerard Anon s Ramos
uh ladies and gentlemen good afternoon
it is now 2:30 p.m. as chairman of this
meeting I hereby call the meeting to
order and appoint attorney Adrian Aras
as
secretary welcome to the 2024 annual
stockholders meeting of the Phil Jil
Corporation as we adapt to technology
Trends and pursuant to the provisions of
the company's bylaw we are holding the
stockholders meeting via remote
communication each year we look forward
for to this opportunity to meet with you
and share what your corporation has
accomplished during the past year we are
grateful that you are able to join us
today uh first let me acknowledge the
presence of our distinguished members of
the board Mrs present s Ramos Mrs maen
Alexander Ramos padila Mr Adrian Paulino
s Ramos Mr Christopher M ganko Mr raldo
E
nazara our independent director ctors
Mrs Alan L kopok Vincent L tonco and
John Peter higer our management team is
also here with us our vice president for
exploration and production Mr Dennis
Panganiban Treasurer and vice president
for finance Mr Reay nazera and our
corporate secretary attorney Adrian Aras
also joining today our representatives
from stock transfer Service Inc and our
Auditors from CP gorz Bayo and Company
to all shareholders and guests attending
this meeting
welcome um may we know from the
corporate secretary if notices of
today's annual stockholders meeting have
been sent to All stockholders of
record yes Mr chairman in compliance
with the requirements of the Securities
and Exchange Commission on the
alternative mode of Distributing the
notice of the meeting information on the
date time and place of meeting has been
published in the Manila Times and daily
tribute on May 20 and 21
2024 both in print and online formats
likewise notices were sent via email to
the stockholders of Records the
electronic copy of the definitive
information statement management report
SEC form 17A and other required
documents are also available at the
company's website fill.com and uploaded
at the PS edge
portal uh will the secretary now please
inform the body if there is a quum for
today's
meeting as verified by our transfer
agent
stsi at least 105 bli 874
m658 370 shares representing
55.8% of the companies's outstanding
Capital stock are in attended and
participating by remote communication
either personally or by proxy for
today's meeting we have validated a
total of 11 proxies equivalent to
105 b42
m656 259 shares or 54.92 per represented
in this meeting a Corum therefore exists
for the transaction of
business all details pertaining to the
registration proc and voting are fully
disclosed in the definitive information
statement filed with the SEC and
uploaded in the company's
website
www.fi.com and P wedge edge
portal edge. pse.com.ph in compliance
with the requirements of section 49 of
RCC please refer to your screen for the
voting procedures
uh thank you Mr corporate secretary
there being a quorum we now proceed to
the next item in the agenda uh the next
order of business is the approval of the
minutes of the annual stockholders
meeting held last June 21 2023 please
note that an electronic copy of the
minutes is available online and may be
viewed at the company's
website Mr chairman as a stockholder of
P drill I have seen the video of the
last of the proceeding last year and
read the minutes of the annual
stockholders meeting held last June 21
2023 I am aware that the same has been
uploaded in the company's website under
the disclosure section considering that
the said minutes contain the prescribed
information under the law I move that
the reading of the eight pages minutes
of the 2023 annual stockholders meeting
May dispense with and that the same be
approved I second
motion so there is a motion to dispense
with the reading of the minutes of the
last annual stockholders meeting and to
approve the same without reading are
there any
objections there being none the minutes
of the June 21 2023 annual ual
stockholders meeting is hereby
approved uh we move to the next item in
the agenda may we ask our president Mr
Adrian Ramos to report on the company's
activities and accomplishments for the
year
2023 thank you Mr
chairman may I request the stockholders
attending this meeting to reserve their
questions during the open Forum after
the rendition of the management report
you may also send in your questions via
email to info@ fill.com or 2024 ASM
fill.com with the subject ASM question
comment relevant questions on a
management report will be read by the
moderator and will be answered
accordingly ladies and gentlemen good
afternoon it is my honor and privilege
to present the management report to our
shareholders the G of field on under
service contract 14 C1 in which fidil
has a 10.18% equity stake continues to
be the main source of our company's
revenues G of production decreased by
11% year on-year and with lower crude
prices between 2022 and
20123 revenues ultimately decreased from
237.55 6 million pesos our company share
and production costs also increase from
105.4 million pesos in 2022 to
138.74503
million pesos in
2022 in 2023 the management in
coordination with our external Auditors
conducted an additional review of our
assets and determined that an additional
provision to declare a portion of these
assets as impaired am amounting to 61.4
million pesos was appropriate without
this onetime adjustment net income for
the year would have stood at 12.1
million
pesos highlights from our first quarter
performance are shown on
screen petroleum revenues year on-ear
are increased by 133% on account of
higher oil prices although production
declined slightly by
7.2% as a result the company registered
a net income of 16 million pesos versus
a net loss of 900,000 pesos for the same
period in
2023 aside from Gallo pill is an
operator or member of several other
service contracts under exploration
development or application with the
Department of energy these are namely
sc14 C2 or Westlin apakan sc53 manduro
SC 6B Bonita SC 74 lakan and SC 6A
Octon the participating interest of
fided drill is shown on
screen while SC 6A is under a new
application has nominated area 10 for a
new service contract with the Department
of energy the others are in various
stages of exploration and
development of these SC 6B Bonita is the
most advanced with with need of
petroleum entering into a farm in
agreement with the Consortium in early
2022 which has since been approved by
the doe in
December 20 in December
2023 a new joint operating agreement was
signed in July
2023 and an application for a
development and production petroleum
service contract over the old SC 6B was
submitted to the doe in January of this
year with a new operator for the service
contract the goal is to drill the cadow
forwell and bring the cadow field to
production as soon as possible a drill
ship has been identified and is
currently undergoing repairs in Vietnam
to prepare the ship for
deployment the board and management of
fad drill would like to thank all our
stockholders Partners officers and staff
for your
support with your help we'll be able to
honor the Legacy and vision that our
late chairman Mr Alfredo C Ramos had for
his beloved company in the months and
years ahead thank you and good
afternoon thank you the flooor is now
open for any questions and or
clarifications regarding the management
support yes Mr chairman we have received
an email question from one of our
stockholders and the question goes with
the current Trend does the company have
any plans of venturing into renewable
energy um may we ask our vice president
for exploration and production Mr Dennis
pangan to address this
question uh yes thank you for that
question question uh well the company
will continue to prioritize the
exploration and development of oil and
gas resources however uh it has also
started to explore opportunities in the
renewable energy sector uh this is uh in
response to the growing demand and
efforts for the country to transition to
cleaner energy
sources we also uh think that this is in
line with the company's commitment to
sustainable
and environmentally responsible
operations and we believe that it will
enable the company to capitalize on the
potential for growth and innovation in
the Alternative Energy
Market okay thank you for that uh Mr
Panganiban but we have a follow-up
question another uh this one was raised
by uh our stockholder asking does the
ongoing issue with China in the west
Philippine Sea affect any of our service
contract areas where Phil drill
operates uh the ongoing issue with China
in the west Philippines he has no direct
impact on the service contracts uh that
fil dril is involved in uh whether uh
it's just a joint venture member or it
operates these service contracts uh are
actually uh out within the territorial
Waters of the Philippines and are
actually located outside of the
controversial n-h line of
China okay thank you for that sir um Mr
chairman we have no further questions as
of the
moment I move that the uh I move that
the management report and financial
statements for the year 2023 be noted
and
approved I second the motion it has been
moved and seconded that the management
report and financial statements for
fiscal year 2023 be noted and
approved the next order of business is
the ratification of the acts and
resolutions of the board of directors
management and all
committees uh Mr chairman we seek the
ratification by the stockholders for the
acts and resolutions of the board of
directors its committees and management
of the company taken or adopted since
the annual stockholders meeting last
June 21 2023 until the date of this
meeting June 19
2024 this acts and resolutions are
presented to you on the screen
Mr chairman I move for the approval of
all the acts and resolutions of the
board of directors its committees as
well as acts of management taken or
adopted since the annual stockholders
meeting held last June 21 2023 until May
3
2024
yeah I second the motion Mr chairman are
there any objections
there being none the motion is approved
the next order of business is the
appointment of the independent external
auditor for the current fiscal year the
audit committee has evaluated the past
performance of
sgv uh and is satisfied of the services
provided by The Firm sgv has performed
with appropriate competence Independence
and objectivity as such upon the
recommendation of the audit committee
the Phil Corporation reappoints cisp GES
vayo and Company as its external auditor
for fiscal year 2024 representatives of
sgb and Company are present in this
meeting to answer any questions or
clarifications you may
have Mr corporate secretary please
disclose the voting results on the
external auditor yes Mr chairman I am
pleased to announce that on the
resolution appointing sgv as the
company's external auditor for
2024 a total of 105
b781 m
52,1 120 shares cast their votes on the
resolution with no one voting against
the
resolution while 93 M1 156,000 shares
voted to
abstain with
99.91% of the total voting shares
represented in this meeting voting in
favor the resolution appointing sgb as
fi drill's external auditor for 2024 is
hereby
approve we move to the next item in the
agenda which is the election of
directors our corporate secretary will
explain the nomination and the election
process uh thank you Mr chairman in
accordance with the company's revised
manual and corporate governance all
nominees for directors have been
pre-qualified and approved by the
corporate governance and Nomine ations
committee the nominees for regular
directors are presentation is Ramos
Morin Alexandra AR
padila Gerard antones
Ramos Adrien Paulino is
Ramos Christopher M
ganko raldo E
nazera for independent
directors Alan L
kopok Vincent El Tempco John Peter
Hager thank you very much Mr corporate
secretary we may we now have the results
of the
election yes Mr chairman for the voting
results a total of 105 billion 874
million shares equivalent to 100% of the
total voting shares represented in this
meeting cast their votes with the
following results
with the foregoing results Mr chairman I
hereby certify that all the nine
nominees for directors have received
sufficient votes to elect them as board
of directors of the field drill
Corporation for the term 2024 to
2025 thank you uh next do the
stockholders have any other matters or
business to
present Mr chairman may I take this
opportunity to express our heartfelt
gratitude to our Treasurer and vice
president for administration Mr Rado Ina
Zara who after 37 long years of hard
work will be retiring by the end of this
month Ren on behalf of fad drill's board
and management your colleagues and all
the staff both past and present that
have worked with you thank you and
congratulations on your retirement we
greatly appreciate your dedicated years
of service and loyalty to our company we
value all your sacrifices in helping fer
drill grow to where it is today you
really went above and beyond to help
this company reach its full potential
thank you Mr
nazarea thank you yeah Mr nazara thank
you as well and congratulations on your
retirement thank you all thank you to
the board of directors and to the
management of the company for the trust
and confidence that I have stowed on
me thank you R thank you Mr Mrs
Ramos as I move on after retirement it
will always be a source of Pride and
fulfillment for me to have been part of
an institution that is one of the
pillars in the domestic Upstream
petroleum industry and to have been
given the opportunity to make a humble
contribution to its growth and financial
stability during my stay God bless pH
drill
thank you we will now entertain any
motion for
adjournment Mr chairman I move that this
meeting be
adjourned a second motion Mr
chairman the 2024 annual stockholders
meeting of the Phil Corporation is
hereby adjourned thank you everyone for
your gracious presence and participation
in this year's annual stockholders
meeting we truly appreciate your
unwavering support to fill rest assured
your board and the management will
continue to work for the company's
strategic Direction and ensure that it
is aligned with its Mission values as
envisioned by our principal we are
determined to create better value for
your company and continue acr's Legacy
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