C05870-2023

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)
Jul 31, 2023
2. SEC Identification Number
17514
3. BIR Tax Identification No.
000-599-760-000
4. Exact name of issuer as specified in its charter
RIZAL COMMERCIAL BANKING CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
6819 Ayala cor. Gil J. Puyat Ave., Makati City Postal Code 0727
8. Issuer's telephone number, including area code
8894-9000
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 2,419,536,120
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.

Rizal Commercial Banking CorporationRCB

PSE Disclosure Form 4-8 - Change in Directors and/or Officers
(Resignation/Removal or Appointment/Election)
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Appointment/Election approved by the Board on July 31, 2023

Background/Description of the Disclosure

July 31, 2023 Board approval on the following:

1. Appointment of New Board Directors

Appointment/Election of Hiroki Nakatsuka as Director, and Member of the Executive Committee, and of Katsufumi Uchida as Director, and Member of the Risk Oversight Committee, to take effect at the close of business on July 31, 2023, and their interlocking positions (subject to BSP/other regulatory approvals, as may be required)

Mr. Hiroki Nakatsuka and Mr. Katsufumi Uchida are filling the vacancies arising from the resignations of Arnold Kai Yuen Kan and Atty. Lilia B. de Lima as Directors, to take effect at the close of business on July 31, 2023. Mr. Arnold Kai Yuen Kan’s resignation is due to personnel arrangement of Cathay Group while Atty. Lilia B. De Lima’s is to give way to the incoming SMBC directors. The resignations were received on July 31, 2023.

2. Appointment of Advisory Board Members

Reappointment of Atty. Lilia B. de Lima and appointment of Masayuki Kawakami as Advisory Board Members, to take effect at the close of business on July 31, 2023 (subject to BSP/other regulatory approvals, as may be required)

3. Revised Board Committee Membership

a. Appointment of Erika Fille T. Legara, Ph.D. as Member of the Risk Oversight Committee (she will step down as Member of the Corporate Governance Committee), to take effect at the close of business on July 31, 2023
b. Appointment of John Law as Member of the AML Committee and Trust Committee (Gil A. Buenaventura will step down as Member of the AML Committee), to take effect at the close of business on July 31, 2023
c. Appointment of Hiroki Nakatsuka as Member of the Executive Committee, to take effect at the close of business on July 31, 2023
d. Appointment of Katsufumi Uchida as Member of the Risk Oversight Committee, to take effect at the close of business on July 31, 2023

4. Appointment of Ms. Mercelu B. Sinlao-Mariano as Head of Division 3 of the Wealth Management Group with rank of Senior Vice President (subject to BSP and other regulatory approvals as may be required).

Resignation/Removal or Replacement
Name of Person Position/Designation Effective Date of Resignation/Cessation of term
(mmm/dd/yyyy)
Reason(s) for Resignation/Cessation
Arnold Kai Yuen Kan Director Jul/31/2023 Personnel arrangement of Cathay Group
Lilia B. de Lima Director/Member of the Corporate Governance Committee, and Trust Committee Jul/31/2023 To give way to the incoming SMBC directors
Hiroki Nakatsuka Advisory Board Member Jul/31/2023 Appointment as Director
Election or Appointment
Name of Person Position/Designation Date of Appointment/Election
(mmm/dd/yyyy)
Effective Date of Appointment Election
(mmm/dd/yyyy)
Shareholdings in the Listed Company Nature of Indirect Ownership
Direct Indirect
Lilia B. de Lima Advisory Board Member Jul/31/2023 Jul/31/2023 1 - -
Hiroki Nakatsuka Director/Member of the Executive Committee Jul/31/2023 Jul/31/2023 - 1 Through RCBC Securities, Inc.
Katsufumi Uchida Director/Member of the Risk Oversight Committee Jul/31/2023 Jul/31/2023 - 1 Through RCBC Securities, Inc.
Masayuki Kawakami Advisory Board Member Jul/31/2023 Jul/31/2023 - - -
Mercelu B. Sinlao-Mariano Head of Division 3 of the Wealth Management Group/Senior Vice President Jul/31/2023 Aug/15/2023 - - -
Promotion or Change in Designation
Name of Person Position/Designation Date of Approval
(mmm/dd/yyyy)
Effective Date of Change
(mmm/dd/yyyy)
Shareholdings in the Listed Company Nature of Indirect Ownership
From To Direct Indirect
Erika Fille T. Legara Independent Director/Member of the Audit and Compliance Committee, Corporate Governance Committee and Related Party Transactions Committee Independent Director/Member of the Audit and Compliance Committee, Related Party Transactions Committee, and Risk Oversight Committee Jul/31/2023 Jul/31/2023 1 5,000 Through COL Financial
John Law Director Director/Member of the AML Committee, and Trust Committee Jul/31/2023 Jul/31/2023 1 - -
Gil A. Buenaventura Director/Member of the Executive Committee, and AML Committee Director/Member of the Executive Committee Jul/31/2023 Jul/31/2023 5 - -
Other Relevant Information

Please see attached.

Filed on behalf by:
Name Maria Cecilia Chaneco-Lonzon
Designation Assistant Corporate Secretary