During the stockholders’ meeting held earlier today via Zoom application, 9:00 A.M. at Spirit of Communication Centre 106 Carlos Palanca St. Legazpi Village, Makati City, the following matters were approved, confirmed, and ratified by the stockholders present during said meeting:
1. The minutes of the previous annual meeting of the stockholders held last July 14, 2022 at the Manila Polo Club, Mckinley Road Forbes Park Makati City;
2. The 2022 Audited Financial Statement of the Corporation;
3. The acts, proceedings, transactions, and agreements, authorized by and entered into by the Board of Directors and officers of the corporation, for and on behalf of the Corporation from the last special stockholders’ meeting to date;
4. The re-appointment of the firm Reyes Tacandong & Company as external auditors of the Corporation;
5. The approval of the (a) Amendment of the Seventh Article of the Articles of Incorporation for the increase in par value from Ten Centavos (Php0.10) to One Peso (Php1.00) or a reverse stock split (10 is to 1) and/or stock merge that for every 10 shares is equivalent to 1 share details as follows in the attachment.
b) The amendment of the Article I, Section 1 of the company’s By-Laws, the change in the schedule of the annual meeting of the company from Second Monday of May to Second Tuesday of July.
6. The nomination and election of the following as members of the Board of Directors of the Company: Jimmy Tiu Yaokasin, Augusto M. Cosio, Jr., Bernard B. Rabanzo, James G. Velasquez, Alma F. Buntua, Emmanuel K. Veloso (Independent Director), and Gopal Sham Daswani (Independent Director);
7. During the organizational meeting of the new Board of Directors held immediately after the stockholders’ meeting, the following officers were elected:
Chairman - Jimmy T. Yaokasin President & CEO - Augusto M. Cosio, Jr. Treasurer - Bernard B. Rabanzo Corporate Secretary - Atty. Federico P. Prieto
The Board then appointed the following directors as members of the Board Committees:
Governance Committee:
Chairperson: Jimmy T. Yaokasin, Chairman of the Board Members: Emmanuel K. Veloso, Independent Director Gopal Sham Daswani, Independent Director Atty. Federico P Prieto, Secretariat
Audit Committee:
Chairperson: Gopal Sham Daswani, Independent Director Members: Emmanuel K. Veloso, Independent Director Alma F. Buntua, Director
Risk Oversight Committee:
Chairperson: Emmanuel K. Veloso, Independent Director Members: Augusto M. Cosio, Jr. Gopal Sham Daswani, Independent Director
Nominations and Remuneration Committee:
Chairperson: Bernard B. Rabanzo, Director Members: Augusto M. Cosio, Jr., President & CEO Jimmy T. Yaokasin, Chairman of the Board
Executive Committee:
Chairperson: Augusto M. Cosio, Jr., President & CEO Members: James G. Velasquez, Director Bernard B. Rabanzo, Director/Chief Admin & Finance Officer Atty. Federico P. Prieto, Chief Legal & Compliance Officer/Secretariat Al Joseph C. De Guzman, Chief Operations Officer Maria May P. Militante, Chief BDU Officer
The Board also re-appointed Helen Q. Chico as the Corporation’s Compliance Officer under the Corporate Governance Manual. |