C05841-2017

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)
Sep 27, 2017
2. SEC Identification Number
39121
3. BIR Tax Identification No.
000-141-527-000
4. Exact name of issuer as specified in its charter
PhilWeb Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
The Penthouse, Alphaland Southgate Tower, 2258 Roces Avenue corner EDSA, Makati City, Philippines Postal Code 1232
8. Issuer's telephone number, including area code
6322365577
9. Former name or former address, if changed since last report
-
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 share 1,435,626,680
11. Indicate the item numbers reported herein
-

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.

PhilWeb CorporationWEB

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

Amendments to By-Laws

Background/Description of the Disclosure

Amendments to By-Laws

Date of Approval by Board of Directors Aug 7, 2017
Date of Approval by Stockholders Sep 27, 2017
Other Relevant Regulatory Agency, if applicable -
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article and Section Nos. From To
Article 2-A, Section 2 Section 2. Stockholders shall submit their nominations for independent director to the Corporation’s Nominations Committee not later than 30 days before the date of the stockholders’ meeting. The nomination form shall contain the name of the nominee for independent director and all information that may be required by the Securities and Exchange Commission under its rules and regulations. The nomination form should be signed by the nominating stockholder and have the signed conformity of the nominee. Section 2. Stockholders shall submit their nominations for independent director to the Corporation’s Corporate Governance Committee not later than 30 days before the date of the stockholders’ meeting. The nomination form shall contain the name of the nominee for independent director and all information that may be required by the Securities and Exchange Commission under its rules and regulations. The nomination form should be signed by the nominating stockholder and have the signed conformity of the nominee.
Article 2-A, Section 3 Section 3. The Nominations Committee shall only review those nominations with complete requirements. After screening the qualifications of all nominees, the Nominations Committee shall prepare the final list of candidates for independent director and the information required under the existing rules of the Commission. Section 3. The Corporate Governance Committee shall only review those nominations with complete requirements. After screening the qualifications of all nominees, the Corporate Governance Committee shall prepare the final list of candidates for independent director and the information required under the existing rules of the Commission.
Article 2-A, Section 9 Section 9. In case of resignation, disqualification or cessation of an independent director, the Commission shall be notified of such fact within five (5) days of the resignation, disqualification, or cessation. The vacancy shall thereafter be filled by the vote of at least a majority of the remaining directors, if still constituting a quorum, upon the nominations of the Nominations Committee. Otherwise, the vacancy shall be filled by the stockholders I a regular or special meeting called for the purpose. An independent director so elected to fill a vacancy shall serve only for the unexpired term of his predecessor in office. Section 9. In case of resignation, disqualification or cessation of an independent director, the Commission shall be notified of such fact within five (5) days of the resignation, disqualification, or cessation. The vacancy shall thereafter be filled by the vote of at least a majority of the remaining directors, if still constituting a quorum, upon the nominations of the Corporate Governance Committee. Otherwise, the vacancy shall be filled by the stockholders I a regular or special meeting called for the purpose. An independent director so elected to fill a vacancy shall serve only for the unexpired term of his predecessor in office.
Article 4, Section 10 Section 10. Compensation Committee – The Board shall create a Compensation Committee made up of three (3) directors who shall determine the compensation of all officers of the corporation. Section 10. Corporate Governance Committee – The Board shall create a Corporate Governance Committee made up of three (3) directors who shall determine the compensation of all officers of the corporation.
Rationale for the amendment(s)

To implement SEC Memorandum Circular No. 19 Series of 2016

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC TBA
Expected date of SEC approval of the Amended By-Laws TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

none

Other Relevant Information

This is due to the approval by the stockholders of the amendments during the annual stockholders' meeting held on 27 September 2017.

Filed on behalf by:
Name Raymund Aquino
Designation VP Legal/Assistant Corporate Secretary