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)
Feb 23, 2018
2. SEC Identification Number
AS096-005555
3. BIR Tax Identification No.
000-188-209-000
4. Exact name of issuer as specified in its charter
Philippine National Bank
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
PNB Financial Center, Pres. Diosdado Macapagal Blvd., Pasay City, Metro ManilaPostal Code1300
8. Issuer's telephone number, including area code
(632) 891-6040 to 70/(632) 526-3131 to 70
9. Former name or former address, if changed since last report
Not Applicable
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
1,249,139,678
11. Indicate the item numbers reported herein
Items 4 and 9
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.
Philippine National BankPNB
PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of the Meeting of the Board of Directors held on February 23, 2018
Background/Description of the Disclosure
We wish to inform the Exchange that during its meeting held today, February 23, 2018, the PNB Board of Directors approved and confirmed the following:
1. Nominees to the Board of Directors of the Bank for the year 2018-2019, as confirmed by the Corporate Governance/Nomination/Remuneration and Sustainability Committee:
a) Mr. Felix Enrico R. Alfiler b) Mr. Florido P. Casuela c) Mr. Edgar A. Cua d) Mr. Leonilo G. Coronel e) Mr. Reynaldo A. Maclang f) Mr. Estelito P. Mendoza g) Mr. Christopher J. Nelson h) Mr. Federico C. Pascual i) Mr. Cecilio K. Pedro j) Ms. Carmen K. Tan k) Mr. Lucio C. Tan l) Mr. Lucio K. Tan, Jr. m) Mr. Michael G. Tan n) Ms. Vivienne K. Tan o) Ms. Florencia G. Tarriela
Mr. Felix Enrico R. Alfiler, Mr. Edgar A. Cua, Mr. Federico C. Pascual, Mr. Cecilio K. Pedro and Ms. Florencia G. Tarriela were nominated as Independent Directors.
2. Acceptance of the resignation of Mr. Joseph T. Chua as Board Advisor of the Bank and its subsidiaries;
3. Creation of a Board Strategy and Policy Committee (BSPC) and its Charter;
4. Election of the following as Members of BSPC:
1. Felix Enrico R. Alfiler* - Chairman 2. Florido P. Casuela - Member 3. Leonilo G. Coronel - Member 4. Edgar A. Cua* - Member 5. Christopher J. Nelson - Member 6. Federico C. Pascual* - Member 7. Michael G. Tan - Member 8. Vivienne K. Tan - Member 9. Florencia G. Tarriela* - Member
5. Amendment of the PNB By-Laws for purposes of updating its provisions, subject to the approval of the stockholders, Bangko Sentral ng Pilipinas and Securities and Exchange Commission;
6. Amendment of the Executive Committee (Excom) Charter, to delete functions absorbed by the BSPC;
7. Change in the Excom membership, as follows:
FROM Name Position 1. Florido P. Casuela - Chairman 2. Leonilo G. Coronel - Member 3. Reynaldo A. Maclang - Member 4. Christopher J. Nelson - Member 5. Lucio K. Tan, Jr. - Member 6. Michael G. Tan - Member 7. Vivienne K. Tan - Member 8. Felix Enrico R. Alfiler* - Non-Voting Member 9. Federico C. Pascual* - Non-Voting Member 10. Florencia G. Tarriela* - Non-Voting Member
TO Name Position 1. Florido P. Casuela - Chairman 2. Leonilo G. Coronel - Member 3. Reynaldo A. Maclang - Member 4. Christopher J. Nelson - Member 5. Lucio K. Tan, Jr. - Member 6. Michael G. Tan - Member 7. Vivienne K. Tan - Member
*Independent Director
8. Dissolution of the Board Oversight Committee – Domestic and Foreign Offices/Subsidiaries
Philippine National BankPNB