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)
May 9, 2023
2. SEC Identification Number
14829
3. BIR Tax Identification No.
000-164-757
4. Exact name of issuer as specified in its charter
Shell Pilipinas Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
41st Floor, The Finance Center, 26th Street corner 9th Avenue Bonifacio Global City, Brgy. Fort Bonifacio Taguig City, Metro ManilaPostal Code1635
8. Issuer's telephone number, including area code
+63234994001
9. Former name or former address, if changed since last report
Pilipinas Shell Petroleum Corporation
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
1,613,444,202
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.
Shell Pilipinas CorporationSHLPH
PSE Disclosure Form 4-25 - Results of Organizational Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Organizational Meeting of the Board of Directors
Background/Description of the Disclosure
Organizational Meeting of the Board of Directors held on 09 May 2023
List of elected officers for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person
Position/Designation
Shareholdings in the Listed Company
Nature of Indirect Ownership
Direct
Indirect
Min Yih Tan
Non-Executive Chairman of the Board
0
1
Nominee director
Lorelie Q. Osial
President and Chief Executive Officer
0
1
Nominee director
Reynaldo P. Abilo
Treasurer, Vice President — Finance and Chief Risk Officer
16,000
1
Nominee director
Randolph T. Del Valle
Vice President — Mobility
0
1
Nominee director
Sergio C. Benal, Jr.
Vice President - Corporate Relations
4,290
0
N/A
Albert A. Lim
Vice President - Wholesale Commercial Fuels
4,290
0
N/A
Paulo Angelo N. Arias
Vice President - Human Resources
0
0
N/A
Jacqueline B. Famorca
Vice President - Lubncants
0
0
N/A
Kit Arvin M. Bermudez
Vice President - Supply and Distribution
0
1,600
Immediate family
Atty. Ewin R. Orocio
Managing Counsel and Chief Compliance Officer
6,290
0
N/A
Atty. Mark Hadrian P. Gamo
Corporate Secretary
3,000
0
N/A
Atty. Ralph Gabrielle D. Del Rosario
Assistant Corporate Secretary
0
0
N/A
Erwin R. Riñon
Corporate Audit and Assurance Manager
0
0
N/A
List of Committees and Membership
Name of Committees
Members
Position/Designation in Committee
Board Audit and Risk Oversight Committee
Amando M. Tetangco. Jr.
Chairperson/Independent Director
Board Audit and Risk Oversight Committee
Lydia B. Echauz
Member/Independent Director
Board Audit and Risk Oversight Committee
Cesar A. Buenaventura
Member/Independent Director
Board Audit and Risk Oversight Committee
Luis C. la Ó
Member
Board Audit and Risk Oversight Committee
Stuart Chaplin
Member
Related Party Transaction Committee
Lydia B. Echauz
Chairperson/Independent Director
Related Party Transaction Committee
Cesar A. Buenaventura
Member/Independent Director
Related Party Transaction Committee
Luis C. la Ó
Member
Related Party Transaction Committee
Nina D. Aguas
Member
Corporate Governance Committee
Fernando Zobel de Ayala
Chairperson/Independent Director
Corporate Governance Committee
Cesar A. Buenaventura
Member/Independent Director
Corporate Governance Committee
Lydia B. Echauz
Member/Independent Director
Corporate Governance Committee
Atty. Erwin R. Orocio
Member
Nomination Committee
Lorelie Q. Osial
Chairperson
Nomination Committee
Cesar A. Buenaventura
Member/Independent Director
Nomination Committee
Atty. Erwin R. Orocio
Member
Nomination Committee
Paulo Angelo N. Arias
Non-voting Member
Sustainability Committee
Luis C. la Ó
Chairperson
Sustainability Committee
Amando M. Tetangco. Jr.
Member/Independent Director
Sustainability Committee
Min Yih Tan
Member
Sustainability Committee
Stuart Chaplin
Member
Sustainability Committee
Sergio C. Bernal, Jr.
Non-voting Member
List of other material resolutions, transactions and corporate actions approved by the Board of Directors
On 09 May 2023, in compliance with SEC Memorandum Circular No. 6, Series of 2020, the newly elected members of the Board of Directors of Shell Pilipinas Corporation (the “Corporation”) held their Organizational Board Meeting at the Corporation’s office in Taguig City and via teleconferencing, at which meeting all members were present and acting throughout. The following matters were discussed and approved:
(a) The minutes of the following meetings: i. Board Audit and Risk Oversight Committee Meeting held on 21 March 2023; ii. Related Party Transactions Committee Meeting held on 21 March 2023; iii. Regular Board Meeting held on 23 March 2023;
(b) Election/Appointment of Officers
Min Yih Tan - Chairman of the Board Lorelie Q. Osial - President and Chief Executive Officer Reynaldo P. Abilo - Vice President – Finance, Treasurer and Chief Risk Officer Paulo Angelo N. Arias - Vice President – Human Resources Sergio C. Bernal, Jr. - Vice President – Corporate Relations Atty. Erwin R. Orocio - Chief Compliance Officer Randolph T. Del Valle - Vice President – Mobility Albert A. Lim - Vice President – Wholesale Commercial Fuels Jacqueline B. Famorca - Vice President – Lubricants Kit Arvin M. Bermudez - Vice President – Supply and Distribution Atty. Mark Hadrian P. Gamo - Corporate Secretary Atty. Ralph Gabrielle D. Del Rosario - Assistant Corporate Secretary Erwin R. Riñon - Corporate Audit and Assurance Manager
(c) Organization of Committees
Board Audit and Risk Oversight Committee Amando M. Tetangco, Jr. (Chairperson) Lydia B. Echauz Luis C. la Ó Stuart Chaplin Cesar A. Buenaventura
Related Party Transaction Committee Lydia B. Echauz (Chairperson) Cesar A. Buenaventura Luis C. la Ó Nina D. Aguas
Corporate Governance Committee Fernando Zobel de Ayala (Chairperson) Cesar A. Buenaventura Lydia B. Echauz Atty. Erwin R. Orocio
Nomination Committee Lorelie Q. Osial (Chairperson) Cesar A. Buenaventura Atty. Erwin R. Orocio Paulo Angelo N. Arias (Non-voting)
Sustainability Committee Luis C. la Ó (Chairperson) Min Yih Tan Stuart Chaplin Amando Tetangco, Jr. Sergio C. Bernal, Jr. (Non-voting)
(d) 2023 Corporate Plan
(e) The 2022 Integrated Annual Corporate Governance Report
Shell Pilipinas CorporationSHLPH