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)
Jun 23, 2023
2. SEC Identification Number
A-1997-18963
3. BIR Tax Identification No.
005-011-651-000
4. Exact name of issuer as specified in its charter
Asia United Bank
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Joy-Nostalg Center No. 17 ADB Avenue, Ortigas Center, Pasig CityPostal Code1600
8. Issuer's telephone number, including area code
(632) 8633-6888; (632) 8631-3333
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
485,310,538
11. Indicate the item numbers reported herein
item 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.
Asia United Bank CorporationAUB
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
Proposed Amendment to AUB's By-Laws
Background/Description of the Disclosure
1.Please be advised that in a meeting held last April 22, 2022 the Bank's Board of Directors approved the following proposed amendments to the Bank's By-Laws: 1. Section 5.3 - notice of shareholders' meetings to be circulated 28 days prior to the meeting 2. Section 7.1 - at least majority of the Board should be Non-Executive Directors, at least three of whom should be independent 3. Section 7.12.A and B - re-composition of the different Board Committees 4. Section 8.3 - Chairman of the Board of Directors to be different person from the Chief Executive Officer 5. Section 8.5 - the President shall be the Chief Executive Officer
2. During the annual stockholder’s meeting of Asia United Bank Corporation (the “Corporation”) held on June 24, 2022, the shareholders representing at least two-thirds (2/3) of the capital stock of the Corporation approved the amendments to the by-laws mentioned above.
Date of Approval by Board of Directors
Apr 22, 2022
Date of Approval by Stockholders
Jun 24, 2022
Other Relevant Regulatory Agency, if applicable
Bangko Sentral ng Pilipinas
Date of Approval by Relevant Regulatory Agency, if applicable
TBA
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 V, Section 5
Notice of shareholders
Notice of shareholders meetings to be sent "at least twenty-eight (28) days" prior to the meeting
Article VII, Section 7
No reference to Non-Executive Directors and Independent Directors
Add: The Board shall composed of at least a majority of Non-Executive Directors, of whom at least three (3) shall be independent
Article VII, Section 12.A and B
Nomination Committee and Compensation/Remuneration Committee
Functions of the Nomination Committee and the Compensation Committee to be made part of that of the Corporate Governance Committee
Article VIII, Section 8.3
Chairman of the Board shall be the Chief Executive Officer
Chief Executive Officer will be the President
Article VIII, Section 8.5
President shall be the Chief Operating Officer
President shall be the Chief Executive Officer
Rationale for the amendment(s)
To adopt the new governance standards under the Manual of Regulations for Banks of the Bangko Sentral ng Pilipinas and the Code of Corporate Governance for Listed Companies of the Securities and Exchange Commission
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
No expected effects other than the realignment of the responsibilities/duties of the Chairman of the Board and the President
Other Relevant Information
This disclosure is being amended to indicate the date of approval of the stockholders