CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Aug 25, 2016
2. SEC Identification Number
20573
3. BIR Tax Identification No.
000-477-863-000
4. Exact name of issuer as specified in its charter
METROPOLITAN BANK & TRUST COMPANY
5. Province, country or other jurisdiction of incorporation
Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Metrobank Plaza, Sen. Gil Puyat Ave., Urdaneta Village, Makati CityPostal Code1200
8. Issuer's telephone number, including area code
(02) 898-8000
9. Former name or former address, if changed since last report
N.A.
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares
3,180,172,786
11. Indicate the item numbers reported herein
Item No. 9 - Other Events
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Metropolitan Bank & Trust CompanyMBT
PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Approval by the Securities and Exchange Commission of the amendment to the By-Laws reducing the number of directors from 14 to 12.
Background/Description of the Disclosure
The Board of Directors approved on March 16, 2016 the amendment of the By-Laws reducing the number of directors from fourteen (14) to twelve (12) as brought about by certain developments in the business strategies of the Bank and the changes in regulations and best practices.
During the Annual Stockholders' Meeting on April 27, 2016 where 68.4% of the outstanding capital stock was present and represented, the proposal was unanimously approved.
The amendment has been approved by the Bangko Sentral ng Pilipinas on July 18, 2016.
Metrobank today received SEC's approval of the Amended By-laws
Date of Approval by Board of Directors
Mar 16, 2016
Date of Approval by Stockholders
Apr 27, 2016
Other Relevant Regulatory Agency, if applicable
1) Bangko Sentral ng Pilipinas and 2) Securities and Exchange Commission
Date of Approval by Relevant Regulatory Agency, if applicable
Jul 18, 2016
Date of Approval by Securities and Exchange Commission
Aug 15, 2016
Amendment(s)
Article and Section Nos.
From
To
ARTICLE IV, SECTION 1
"NUMBER AND QUALIFICATIONS. The members of the Board of Directors shall be fourteen (14) who shall serve for a term of one (1) year and until their successors shall have been elected and qualified."
"NUMBER AND QUALIFICATIONS. The members of the Board of Directors shall be twelve (12) who shall serve for a term of one (1) year and until their successors shall have been elected and qualified."
Rationale for the amendment(s)
This is brought about by certain developments in the business strategies of the Bank and the changes in regulations and corporate governance best practices, namely (1) over the past 3 years, divestment in non-core banking assets and closing of international offices as necessitated by Basel III requirements, resulting in lessening in the number of investments that need directorial oversight; (2) general difficulty in recruiting willing and qualified directors for the Bank and its subsidiaries/affiliates due to regulations becoming more complex requiring a higher degree of expertise from the candidates; (3) restrictions on the term limits of independent directors; (4) instances when qualified potential candidates for independent directors have to beg off due to existing directorships with the Bank's borrowing clients, because interlocking directorships have the unwelcome effect of such companies becoming DOSRI / related parties of the Bank, or worse, compromising the independent directorship position in those companies; (5) to align with the ACGS standard of 12 directors as the ideal board size for publicly-listed companies; (6) all board committees have more than the adequate number of directors (both independent and nominee) as members
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
Aug 8, 2016
Expected date of SEC approval of the Amended By-Laws
Aug 15, 2016
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
Metropolitan Bank & Trust CompanyMBT