In the Matter of the Orchard Golf & Country Club

May 27, 2010 ENFORCEMENT AND PROSECUTION DEPARTMENT * Ref. No.: 2009-1418 IN THE MATTER OF THE ORCHARD GOLF & COUNTRY CLUB ORDER Before this Commission is a request for settlement on the total assessed penalty imposed by the Corporate Finance Department (CFD) against the Orchard Golf and Country Club, Inc. (Orchard) for failure to submit the required certifications on the attendance of its directors to the 2008 Board Meetings and on the extent of its compliance with its Manual on Corporate Governance in violation of Section 54 of the Securities Regulation Code (SRC) and SEC Memorandum Circular No. 3, Series of 2007. On 21 October 2009, the CFD referred said request to the Enforcement and Prosecution Department (EPD) pursuant to SRC Rule 55.1. SDEHIa In a letter dated 22 April 2010, Orchard, through its duly appointed representative, the Sebastian Liganor and Galinato Law Office formally requested the EPD to grant the corporation a thirty percent (35%) n or ONE HUNDRED TWELVE THOUSAND SEVEN HUNDRED PESOS (Php112,700.00) reduction of the total assessed penalty amounting to THREE HUNDRED TWENTY TWO THOUSAND PESOS (Php322,000.00). Submitted to the Commission is a Secretary's Certificate dated 8 December 2009, stating that a regular meeting of the Board of Director's of Orchard was held on even date at Unit 1409 East Tower Philippine Stock Exchange Center, Pasig City where the resolution below was passed and approved: "RESOLVED FURTHER, that the law firm of SEBASTIAN LIGANOR GALINATO & ALAMIS, with principal office address at Unit 1409 East Tower Philippine Stock Exchange Center, Pasig City be authorized to represent the Club in making the offer of settlement to the SEC." Orchard's offer of settlement in the amount of ONE HUNDRED TWELVE THOUSAND SEVEN HUNDRED PESOS (Php112,700.00) which was made before a proceeding was concluded is being made pursuant to Section 55 of the SRC, to wit: Sec. 55. Settlement Offers. 55.1 At any time, during an investigation or proceeding under this Code, parties being investigated and/or charged may propose in writing an offer of settlement with the Commission. 55.2 Upon receipt of such offer of settlement, the Commission may consider the offer based on timing, the nature of the investigation or proceeding, and the public interest. 55.3 The Commission may only agree to a settlement offer based on its findings that such settlement is in the public interest. Any agreement to settle shall have no legal effect until publicly disclosed. Such decision may be made without the determination of guilt on the part of the person making the offer. 55.4 The Commission shall adopt rules and procedures governing the filing, review, withdrawal, form of rejection and acceptance of such offers. After a thorough and careful consideration of the facts and other circumstances attendant to this case, the EPD is of the view that the proposed offer of settlement is just, reasonable and sufficient penalty for the violation committed and it is therefore proper for the Commission to accept such offer. Such acceptance, however, is without prejudice to whatever action the Commission may take for Orchard's other violations committed, if any. EIDTAa The EPD, in accepting the offer for settlement, took into consideration the following factors, namely: 1. The proposed amount is thirty five percent (35%) of the total assessed penalty, which is over and above the fifteen percent (15%) minimum acceptable offer under Section 10-10 of the 2006 Rules of Procedure; 2. The offer was timely and seasonably made; 3. The acceptance of the settlement offer would bring the case to a successful conclusion, without much toll on the Commission's time and resources; and 4. Overall, the settlement is in the public interest. In view of the foregoing, this Commission, thru the EPD, has accepted the settlement offer of Orchard in the amount of ONE HUNDRED TWELVE THOUSAND SEVEN HUNDRED PESOS (Php112,700.00), in full settlement and compliance of the assessed penalty for its violation of Section 54 of the SRC and SEC Memorandum Circular No. 3, Series of 2007. Consequently, on 12 May 2010, Orchard paid the amount of Php112,700.00 as evidenced by Official Receipt No. 0418680. WHEREFORE, premises considered, the payment tendered by Orchard is hereby accepted, without prejudice to whatever action the Commission may take for other violations of Orchard that may be identified in the future. SO ORDERED. Mandaluyong City, May 27, 2010. DIESaC (SGD.) ATTY. HUBERT B. GUEVARA Director n Note from the Publisher: Copied verbatim from the official document.