SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

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)

Jul 28, 2017

2. SEC Identification Number

80118

3. BIR Tax Identification No.

000480869

4. Exact name of issuer as specified in its charter

NATIONAL REINSURANCE CORPORATION OF THE PHILIPPINES

5. Province, country or other jurisdiction of incorporation

Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

31st Floor, BPI-Philam Life Makati, 6811 Ayala Avenue, Makati City Postal Code 1227

8. Issuer's telephone number, including area code

(632) 988-7400

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	2,123,605,600

11. Indicate the item numbers reported herein

Item 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.

National Reinsurance Corporation of the PhilippinesNRCP

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 of the Securities and Exchange Commission on amendments to the Company’s By-Laws.
Background/Description of the Disclosure
At the annual stockholders’ meeting of the company held on June 27, 2012, the authority to amend the Company’s By-laws was delegated to the Board of Directors.

Date of Approval by Board of Directors	Apr 20, 2017
Date of Approval by Stockholders	N/A
Other Relevant Regulatory Agency, if applicable	Insurance Commission
Date of Approval by Relevant Regulatory Agency, if applicable	Jul 7, 2017
Date of Approval by Securities and Exchange Commission	Jul 25, 2017
Date of Receipt of SEC approval	Jul 28, 2017

Amendment(s)

Article and Section Nos.	From	To
Article IV, Section 7. Corporate Secretary	"...and to perform such other duties as the Board of Directors may assign to him."	"...to perform such other duties as the Board of Directors may assign to him, and to perform such other duties and responsibilities as may be provided by the Securities and Exchange Commission."
Article IV, Section 8. Compliance Officer	-	"(e) Perform such other duties and responsibilities as may be provided by the Securities and Exchange Commission."
Article V, Section 2. Board Committees	The Board of Directors shall constitute Committees in aid of good governance, namely: Audit Committee, Nomination Committee and Compensation Committee.	The Board of Directors shall constitute Committees to support the effective performance of its functions and to promote good governance principles and practices, namely: Audit Committee, Nomination and Compensation Committee, Governance and Related Party Transaction Committee, Risk Oversight Committee, Underwriting Committee, Investment and Budget Committee, and such other committees to be determined by the Board of Directors or as required by the SEC or other government regulatory agencies.
Article V, Section 4. Nomination and Compensation Committee	Nomination Committee. The Nomination Committee shall be composed of at least three (3) members, one of whom shall be an independent director. This committee shall review and evaluate the qualifications of all persons nominated to the Board as well as those nominated to other positions requiring appointment by the Board and provide assessment on the Board’s effectiveness in directing the process of renewing and replacing Board members.	Nomination and Compensation Committee.The Nomination and Compensation Committee shall be composed of at least three (3) members, one of whom shall be an independent director. This committee shall review and evaluate the qualifications of all persons nominated to the Board as well as those nominated to other positions requiring appointment by the Board and provide assessment on the Board’s effectiveness in directing the process of renewing and replacing Board members. It may establish a formal and transparent procedure for developing a policy on executive remuneration, and for fixing the remuneration packages of corporate officers and directors, and provide oversight over remuneration of senior management and other key personnel.
Article V. Section 5. Governance and Related Party Transaction Committee	Compensation Committee. The Compensation Committee may be composed of at least three (3) members, one of whom shall be an independent director. It may establish a formal and transparent procedure for developing a policy on executive remuneration, and for fixing the remuneration packages of corporate officers and directors, and provide oversight over remuneration of senior management and other key personnel.	Governance and Related Party Transaction Committee.The Governance and Related Party Transaction Committee shall have at least three (3) Members, all of whom are independent directors. It shall assist the Board in performing its oversight role in the company’s compliance with its Manual on Corporate Governance and the review of material related party transactions, to obtain reasonable assurance that such transactions are conducted on an arm’s length basis and that no stakeholder is unduly disadvantaged.
Article V, Section 6. Risk Oversight Committee	“	Risk Oversight Committee.The Risk Oversight Committee in general shall be composed of at least three (3) members, majority of whom should be Independent Directors, including the Chairman. The Committee shall assist the Board in the development and oversight of the company’s risk management program.
Article V, Section 7. Underwriting Committee	-	Underwriting Committee.The Underwriting Committee shall be composed of at least three (3) members including the Chairman, who shall be appointed by a majority vote of the Board. The Committee shall assist the Board in the development and oversight of the company’s underwriting and reinsurance management program.
Article V, Section 8. Investment and Budget Committee	-	Investment and Budget Committee.The Investment and Budget Committee shall be composed of at least three (3) members including the Chairman, who shall be appointed by a majority vote of the Board. The Committee is authorized by the Board to implement the Company’s investment strategy and to make specific investments in accordance with the provisions of the Company’s investment policy.
Article VI, Section 1. Independent Director	"The Corporation shall have at least two (2) independent directors, or such number as shall be required under the applicable rules and regulations of the Insurance Commission and the Securities and Exchange Commission."	"The Corporation shall have at least three (3) independent directors, or such number as shall be required under the applicable rules and regulations of the Insurance Commission,the Securities and Exchange Commission and other applicable regulatory agency."

Rationale for the amendment(s)
To align and be consistent with the company's Articles of Incorporation and Manual on Corporate Governance

The timetable for the effectivity of the amendment(s)

Expected date of filing the amendments to the By-Laws with the SEC	Jul 18, 2017
Expected date of SEC approval of the Amended By-Laws	Jul 25, 2017

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
None
Other Relevant Information
The amendments made to this report are the following: 1. Approval of the Securities and Exchange Commission (SEC) on July 25, 2017 to amend the By-laws of the Corporation, and; 2. Date of Receipt of such SEC approval on July 28, 2017 There were no amednments made on Article V, Section 3 (Audit Committee) of the Company's By-Laws, as inadvertently indicated in the SEC filing and in the Directors' Certificate. The Company will take up with SEC the date of approval of the stockholders indicated on the attached Certificate of Filing of Amended By-Laws and undertakes to submit to the Philippine Stock Exchange the SEC Certified True Copies of the Amended By-Laws upon its receipt from the SEC.