SEC asks Liberty Flour Mills to respond to shareholder demand to examine its corporate records
The Securities and Exchange Commission (SEC) has heeded the call of minority shareholders of Liberty Flour Mills Inc. (LFM) to look into the alleged violation of their right to inspect the company’s records and books of account.
In a disclosure to the Philippine Stock Exchange (PSE), LFM said it received a summons from the SEC’s Company Registration and Monitoring Department (SEC-CRMD) in connection with a verified complaint filed on Feb. 20, 2026, by Stella Marie Jill Uy against William L. Ang in his capacity as director and corporate secretary of the company.
The summons directs the company and Ang to submit a verified answer within 10 days of receipt.
“The company is currently evaluating the verified complaint and coordinating with the concerned parties and counsel to ensure that the appropriate responsive pleading is filed within the prescribed period,” LFM said.
The firm noted, however, that on Nov. 17, 2025, and Feb. 27, 2026, Uy and her representatives had already visited the company’s premises and inspected various corporate records that were made available by the company.
LFM added that Uy, through her representatives, also requested the expected credit loss (ECL) computations for 2022 to 2024 to form part of the inspection, and “these have been requested from the company’s external auditor; with Ms. Uy and her representatives informed of an estimated April 13, 2026 release date for these documents.”
“There was also a request for LFM properties working capital support; however, this is not applicable. Ms. Uy was further made aware of the willingness of the company to provide these documents through letters sent to her authorized representatives via email on Nov. 5, 2025 (for the Nov. 17, 2025 inspection, with the confirmation of the inspection schedule made through email on Nov. 13, 2025) and Feb. 6, 2026 (for the Feb. 27, 2026 inspection),” LFM added.
Last month, the SEC also flagged LFM for failing to disclose the company’s transactions with its distributor Parity Values Inc. (PVI), which is also controlled by some of LFM’s directors.
LFM admitted to the PSE its failure to disclose material related-party transaction reports for the periods 2020 to 2024 in relation to its transactions with PVI, one of the corporation’s three distributors.
“LFM management acknowledges the findings of the commission that no advisement report has been filed with the commission, and we apologize for the omission. We hereby commit to undertake timely submissions onwards,” Ang said.
In its letter to the company last Feb. 2, the SEC ordered LFM to show cause why it should not be held liable for failing to make the necessary filings.
Ang said, “PVI purchases flour from LFM regularly (often daily), and each purchase is documented by a sales invoice issued by LFM based on PVl’s customer purchase order.
“Each sales transaction is within arm’s length transactions guided and concurred by the board and by a study made by SGV in 2020 subject for another review this 2026. Parity then distributes and sells the flour in the ordinary course of its business.”
On the part of LFM, he said the income arising from these transactions reflects recurring operating sales that are part of annual sales reported in the audited financial statements (FS), rather than a one-off arrangement yielding isolated or unusual gains.
The non-disclosure was brought to light as a result of an intra-corporate dispute between board directors representing the company’s principal shareholders.
Through their counsel, Bernaldo Po Presto & Poblador Law Office, former LFM president and director Sandra Uy and former assistant treasurer Stella Uy asked the SEC to intervene and investigate alleged irregularities involving the company and the ₱804.7-million uncollected receivables from PVI.
The two claimed they were eased out of the company’s board and management after raising concerns about LFM’s mounting and long-standing receivables from PVI.
They pointed out that there are interlocking directors between LFM and PVI, namely John Carlos Uy, Willy G. Ng, and Ang.
“These overlapping roles raise serious issues of conflict of interest to the detriment of LFM and minority shareholders,” they said.
The SEC was asked to “examine the conflict of interest arising from the interlocking directors of LFM and PVI—Mr. John Carlos Uy, Mr. Willy G. Ng, and Mr. William L. Ang, with focus on the latter who serves as LFM’s corporate secretary and PVI’s treasurer—and determine whether their actions constitute a breach of fiduciary duty and violation of the Revised Code of Corporate Governance.”
They also asked the SEC to “assess whether the board’s inaction in enforcing the collection of PVI receivables amounts to corporate abuse and proves the existence of conflict of interest, to the detriment of LFM and its minority shareholders.”