C07125-2023

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)
Sep 25, 2023
2. SEC Identification Number
10683
3. BIR Tax Identification No.
000-141-166
4. Exact name of issuer as specified in its charter
SUNTRUST RESORT HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
26th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Postal Code 1634
8. Issuer's telephone number, including area code
(632) 8894-6300
9. Former name or former address, if changed since last report
SUNTRUST HOME DEVELOPERS, INC.
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 7,250,000,000
11. Indicate the item numbers reported herein
Item 9(b)

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.

Suntrust Resort Holdings, Inc.SUN

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

Amendments to the provisions of the Amended By-Laws of the Corporation
Background/Description of the Disclosure

We wish to inform the Exchange that, at its meeting held on September 9, 2022, the Board of Directors approved the amendment of the By-Laws of the Corporation to revise the following provisions:

• Article I, Section 1 (Regular Meetings)
• Article I, Section 2 (Special Meetings)
• Article I, Section 4 (Notice of Meeting)
• Article I, Section 5 (Quorum)
• Article I, Section 8 (Closing of Transfer Books or Fixing of Record Date)
• Article II, Section 1 (Powers of the Board)
• Article II, Section 3 (Independent Directors)
• Article II, Section 5 (Vacancies)
• Article II, Section 7 (Notice)
• Article III, Section 1 (Election/Appointment)
• Article III, Section 2 (Chairman of the Board)
• Article III, Section 3 (President)
• Article III, Section 9 (Vacancies)
• Article III, Section 10 (Compensation)
• Article IV, Section 1 (Indemnification of Officers and Directors)
• Article VII, Section 1 (External Auditors)

The following provision was proposed to be deleted:

• Article III, Section 4 (The Senior Vice-President/s, Vice-President/s, and Assistant Vice-President/s)

The following provisions were proposed to be added:

• A new Article III, Section 6 (Compliance Officer)
• A new Article IV (Board Committees) with six (6) sections as follows: Section 1 (Committees), Section 2 (Nomination Committee), Section 3 (Corporate Governance Committee), Section 4 (Audit Committee), Section 5 (Related Party Transaction Committee), and Section 6 (Board Risk Oversight Committee)

The following provisions were proposed to be renumbered in view of the proposed deletion or addition of provisions preceding them:

• Existing Article III, Section 5 (The Corporate Secretary) to become Article III, Section 4
• Existing Article III, Section 6 (The Treasurer) to become Article III, Section 5
• Existing Article IV to become Article V
• Existing Article V to become Article VI
• Existing Article VI to become Article VII
• Existing Article VII to become Article VIII
• Existing Article VIII to become Article IX
• Existing Article IX to become Article X
Date of Approval by Board of Directors Sep 9, 2022
Date of Approval by Stockholders Oct 25, 2022
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency, if applicable N/A
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 I, Section 1 Section 1. Regular Meetings – The regular meetings of stockholders shall be held on the last Tuesday of October of every year at the stated date and hour as maybe determined by the Board of Directors. The Board of Directors may, however, provide that the regular meeting shall be held in another month, at such date and time as shall be specified in the notices of the meeting. Section 1. Regular Meetings – The regular meetings of stockholders shall be held on the last Tuesday of October of every year at the stated date and hour as may be determined by the Board of Directors. The Board of Directors may, however, provide that the regular meeting shall be held in another month, at such date and time as shall be specified in the notices of the meeting.
Article I, Section 2 Section 2. Special Meetings – Special meetings of the stockholders may be called at any time for any purpose by: (a) the Board of Directors, at its own instance, or at the written requests of stockholders representing a majority of the outstanding capital stock entitled to vote; or (b) the Chairman; or (c) the President. Section 2. Special Meetings – Special meetings of the stockholders may be called at any time for any purpose by: (a) majority members of the Board of Directors; or (b) the President; or (c) by stockholders owning at least ten percent (10%) of the total issued and outstanding capital stock of the Corporation; provided, that such stockholders have continuously held such shares for at least one (1) year prior to the Corporate Secretary’s receipt of such stockholders’ written call for a special meeting and provided further that such call complies with the procedures and requirements set forth in relevant regulations. Such call shall state the purpose or purposes of the meeting, which must affect the legitimate interests of the stockholders, is germane to the stockholders’ interests, and should not include the removal of any director.
Article I, Section 4 Section 4. Notice of Meeting – Notices or regular meetings of stockholders may be sent by the Secretary by personal delivery or by mailing the notice at least two (2) weeks prior to the date of the meeting to each stockholder of record at his last known post office address and, at the discretion of the Board, by publishing the notice in a newspaper of national circulation at least two (2) weeks prior to the date of the meeting. The notice shall state the place, date and hour of the meeting. Notices of special meetings shall state the purpose(s) for which the meeting is called and shall be sent or published in the same manner as notices for regular meetings, at least one (1) week prior to the date of the meeting. In special meetings, only matters stated in the notice can be the subject of motions or deliberations. Notice of any meeting may be waived, expressly or impliedly, by any stockholder, in person or by proxy, before or after the meeting. When the meeting is adjourned to another time or place, notice of the adjourned meeting shall not be necessary if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened meeting, any business that might have been transacted on the original date of the meeting may be transacted. Section 4. Notice of Meeting – Notices of regular meetings of stockholders may be sent by the Secretary by personal delivery or by mailing the notice at least twenty-one (21) days prior to the date of the meeting to each stockholder of record at his last known post office address and, at the discretion of the Board, by publishing the notice in a newspaper of national circulation at least twenty-one (21) days prior to the date of the meeting. Such notice may also be sent through telegraph, cable, facsimile, electronic mail, or other electronic means. The notice shall state the place, date, and hour of the meeting. Notices of special meetings shall state the purpose(s) for which the meeting is called and shall be sent or published in the same manner as notices for regular meetings at least one (1) week prior to the date of the meeting. In special meetings, only matters stated in the notice can be the subject of motions or deliberations. Notice of any meeting may be waived, expressly or impliedly, by any stockholder, in person or by proxy, before or after the meeting. When the meeting is adjourned to another time or place, notice of the adjourned meeting shall not be necessary if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened meeting, any business that might have been transacted on the original date of the meeting may be transacted.
Article I, Section 5 Section 5. Quorum – Unless otherwise provided by law, in all regular or special meetings of stockholders, a quorum shall consist of stockholders representing a majority of the subscribed and outstanding capital stock. The stockholders present may continue to transact business notwithstanding the withdrawal of stockholders leaving less that a quorum. Stockholders voting through remote communication or in absentia, electronically or otherwise, shall be deemed present for purposes of determining the existence of a quorum. Section 5. Quorum – Unless otherwise provided by law, in all regular or special meetings of stockholders, a quorum shall consist of stockholders representing a majority of the subscribed and outstanding capital stock. The stockholders present may continue to transact business notwithstanding the withdrawal of stockholders leaving less than a quorum. Stockholders voting through remote communication or in absentia, electronically or otherwise, shall be deemed present for purposes of determining the existence of a quorum.
Article I, Section 8 Section 8. Closing of Transfer Books or Fixing of Record Date – For the purpose of determining the stockholders entitled to notice of, or to vote, at any meeting of stockholders or any adjournment thereof, or to receive payment of any dividend, or of making a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock and transfer books be closed for a stated period, but not to exceed in any case twenty (20) days. If the closing be for the purpose of determining stockholders entitled to notice of, or to vote at, a meeting of stockholders, such books shall be closed for at least ten (10) workings days immediately preceding such meeting. No stock may be transferred during the period when the books are closed. In lieu of closing the stock and transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders. Such date shall in no case be more than twenty (20) days prior to the date on which the particular action requiring such determination of stockholders is to be taken, except in instances where applicable rules and regulations provide otherwise. Section 8. Closing of Transfer Books or Fixing of Record Date – For the purpose of determining the stockholders entitled to notice of, or to vote, at any meeting of stockholders or any adjournment thereof, or to receive payment of any dividend, or of making a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock and transfer books be closed for a stated period, but not to exceed in any case twenty (20) days. No stock may be transferred during the period when the books are closed. In lieu of closing the stock and transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders.
Article II, Section 1 Section 1. Powers of the Board – The corporate powers, business and property of the Corporation shall be exercised, conducted and controlled by the Board of Directors which shall be composed of seven (7) members, elected annually at the regular meeting of the stockholders, and by the office elected by said Board. Notwithstanding the general powers granted in Section 1, and all powers granted by these By-Laws and by law, it is hereby expressly declared that the Board of Directors shall have the following powers: Section 1. Powers of the Board – The corporate powers, business, and property of the Corporation shall be exercised, conducted, and controlled by the Board of Directors which shall be composed of seven (7) members, elected annually at the regular meeting of the stockholders, and by the office elected by said Board. The members of the Board of Directors must have at least one (1) share of the capital stock of the Corporation. The Corporation shall conform with the requirement to have such number of independent directors as may be required by law or regulations and with the procedures for the nomination and election of independent directors as presented by law or regulations. Notwithstanding the general powers granted in Section 1 and all powers granted by these By-Laws and by law, it is hereby expressly declared that the Board of Directors shall have the following powers:
Article II, Section 3 Section 3. Independent Directors – Independents Directors may be elected to the Board of Directors whenever required under Republic Act No. 8799, otherwise known as The Securities Regulation Code, or under any applicable law. The nomination and election of independent directors shall be conducted in accordance with Rule 38 of the Implementing Rules and Regulations of the Securities and Regulation Code, as may be amended from time to time. Section 3. Independent Directors – Independent Directors may be elected to the Board of Directors whenever required under Republic Act No. 8799, otherwise known as The Securities Regulation Code, or under any applicable law. The nomination and election of independent directors shall be conducted in accordance with Rule 38 of the Implementing Rules and Regulations of the Securities and Regulation Code, as may be amended from time to time. An independent director is a person who, apart from shareholdings and fees received from the corporation, is independent of management and free from any business or other relationship which could or could reasonably be perceived to materially interfere with the exercise of independent judgment in carrying out the responsibilities as a director. Independent directors must be elected by the shareholders present or entitled to vote in absentia during the election of directors.
Article II, Section 5 Section 5. Vacancies – Any vacancy occurring in the Board other than by removal by the stockholders or by expiration of the term, may be filled by the vote of at least a majority of the remaining directors, if still constituting a quorum; otherwise, the vacancy must be filled by the stockholders at a regular or special meeting called for that purpose. A director elected to fill a vacancy shall serve only for the unexpired term. Any directorship to be filled by reason of an increase in the number of directors shall be filled only be an election at a regular or at a special meeting of stockholders duly called for that purpose, or in the same meeting authorizing the increase of directors if so stated in the notice of the meeting. The vacancy resulting from the removal of a director may be filled by election at the same meeting of stockholders without further notice, or at any meeting called for that purpose. Section 5. Vacancies – Any vacancy occurring in the Board other than by removal by the stockholders or by expiration of the term may be filled by the vote of at least a majority of the remaining directors, if still constituting a quorum; otherwise, the vacancy must be filled by the stockholders at a regular or special meeting called for that purpose. A director elected to fill a vacancy shall be referred to as a replacement director and shall serve only for the unexpired term. Any directorship to be filled by reason of an increase in the number of directors shall be filled only be an election at a regular or at a special meeting of stockholders duly called for that purpose, or in the same meeting authorizing the increase of directors if so stated in the notice of the meeting. When the vacancy is due to term expiration, the election shall be held not later than the day of such expiration at a meeting called for that purpose. When the vacancy arises as a result of removal by the stockholders or members, the election may be held on the same day of the meeting authorizing the removal and this fact must be so stated in the agenda and notice of said meeting. In all other cases, the election must be held no later than forty-five (45) days from the time the vacancy arose. When the vacancy prevents the remaining directors from constituting a quorum and emergency action is required to prevent grave, substantial, and irreparable loss or damage to the Corporation, the vacancy shall be filled in the manner prescribed by law.
Article II, Section 7 Section 7. Notice – Notices of meetings of the Board, setting the date, time, and place of the meeting shall be communicated by the Secretary to each director personally, or by telephone, telex, telegram or by written or oral message. A director may waive this requirement, either expressly or impliedly, before or after the meeting. Section 7. Notice – Notices of meetings of the Board, setting the date, time, and place of the meeting shall be communicated by the Secretary to each director personally, by telephone, telex, or telegram, by written or oral message, or by electronic mail or messaging service. Such notice must be sent to every director at least two (2) days before the scheduled meeting. A director may waive this requirement, either expressly or impliedly, before or after the meeting.
Article III, Section 1 Section 1. Election/Appointment – Immediately after their election, the Board of Directors shall formally organize by electing the Chairman and Chief Executive Officer, and the President and Chief Operating Officer from among themselves. At said meeting, the Board shall also elect or appoint the Treasurer, the Corporate Secretary, one or more Senior Vice Presidents, Vice Presidents and Assistant Vice Presidents, all of whom need not be directors of the Corporation, and who shall be referred to as “By-Laws Officers”. The Board may, from time to time, appoint such other officers as it may deem necessary or proper. No officer shall be elected or act concurrently as President and Treasurer or Secretary. Section 1. Election/Appointment – Immediately after their election, the Board of Directors shall formally organize by electing the Chairman and the President and Chief Executive Officer from among themselves. At said meeting, the Board shall also elect or appoint the Treasurer, the Corporate Secretary, the Compliance Officer, one or more Senior Vice Presidents, Vice Presidents, and Assistant Vice Presidents, all of whom need not be directors of the Corporation, and who shall be referred to as “By-Laws Officers.” The Board may, from time to time, appoint such other officers as it may deem necessary or proper. No officer shall be elected or act concurrently as President and Treasurer or Secretary.
Article III, Section 2 Section 2. Chairman of the Board – The Chairman of the Board of Directors shall preside at the meetings of the directors and the stockholders, and shall have the following powers and duties: a. To establish general administrative and operating policies; b. To initiate and develop corporate objectives and policies and formulate long range projects, plans, and programs; c. Unless otherwise determined by the Board of Directors, to attend meetings and to act and vote in person or by proxy, for and on behalf of any corporation in which the Corporation may hold stock, and at any such meeting, exercise any and all rights and powers incident to the ownership of such stock which the owner thereof might possess or exercise if present; d. To exercise such other powers and perform such other duties and functions as the Board of Directors may, from time to time, assign. The Chairman and Chief Executive Officer may assign the exercise or performance of his powers, duties and functions to any other officer, subject to his supervision and control. Section 2. Chairman of the Board – The Chairman of the Board of Directors shall preside at the meetings of the directors and the stockholders, and shall have the following powers and duties: a. Makes certain that the meeting agenda focuses on strategic matters, including the overall risk appetite of the Corporation, considering the developments in the business and regulatory environments, key governance concerns, and contentious issues that will significantly affect operations; b. Guarantees that the Board receives accurate, timely, relevant, insightful, concise, and clear information to enable it to make sound decisions; c. Facilitates discussions on key issues by fostering an environment conducive for constructive debate and leveraging on the skills and expertise of individual directors; d. Ensures that the Board sufficiently challenges and inquires on reports submitted and representations made by Management; e. Assures the availability of proper orientation for first-time directors and continuing training opportunities for all directors; f. Makes sure that the performance of the Board is evaluated at least once a year and discussed/followed up on; and g. Such other powers and duties as may be required by relevant regulations.
Article III, Section 3 Section 3. President – The President, who shall be a director, shall be the Chief Operating Officer of the Corporation and shall have supervision and direction of the day-to-day business affairs of the Corporation. He shall exercise the following functions: a. To preside at the meetings of the Board of Directors and of the stockholders in the absence of the Chairman and Chief Executive Officer; b. To ensure that the administrative and operating policies are carried out under the direction and control of the Chairman and Chief Operating Officer; c. To appoint, remove, suspend or discipline employees and other subordinate personnel of the Corporation, prescribe their duties, determine their salaries, and, when necessary, require bonds in such amounts as he may determine, to secure the faithful discharge by said employees of their official trust subject to the approval of the Chairman and Chief Executive Officer; d. To oversee the preparation of the budgets and the statements of accounts of the Corporation; e. To prepare such statements and reports of the Corporation as may be required by law; f. To exercise other powers and perform such other duties as are incident to his office or are entrusted to him by the Board or by the Chairman. The President may assign the exercise or performance of any of the foregoing powers, duties and functions to any other officer(s), subject always to his supervision and control. Section 3. President – The President, who shall be a director, shall be the Chief Executive Officer of the Corporation and shall have supervision and direction of the day-to-day business affairs of the Corporation. He shall exercise the following functions: a. Determine the Corporation’s strategic direction and formulates and implements its strategic plan on the direction of the business; b. Communicate and implement the Corporation’s vision, mission, values, and overall strategy and promotes any organization or stakeholder change in relation to the same; c. Oversee the operations of the Corporation and manage human and financial resources in accordance with the strategic plan; d. Has a good working knowledge of the Corporation’s industry and market and keeps up-to-date with its core business purpose; e. Direct, evaluate, and guide the work of the key officers of the Corporation; f. Manage the Corporation’s resources prudently and ensures a proper balance of the same; g. Provide the Board with timely information and interfaces between the Board and the employees; h. Build the corporate culture and motivates the employees of the Corporation; and i. Serve as the link between internal operations and external stakeholders. The President may also perform such other duties as may be provided in the Revised Corporation Code, Code of Corporate Governance for Publicly Listed Companies, and other relevant regulations.
Article III, Section 4 Section 4. The Senior Vice-President(s), Vice-Presidents and Assistant Vice-Presidents – The Senior Vice-Presidents, Vice-Presidents and Assistant Vice Presidents shall perform such duties as may from time to time be assigned to them by the Board or the Chairman and Chief Executive Officer, or by the President and Chief Operating Officer. Deleted
Article III, Section 5 Section 5. The Corporate Secretary – The Corporate Secretary must be a resident and a citizen of the Philippines. He shall maintain and be the custodian of the corporate books and records. He shall be the recorder of the formal actions and transactions of the Corporation. He shall have the following specific powers and duties: a. To record or see to the proper recording of the minutes and transactions of all meetings of the Board of Directors, the Executive Committee, the stockholders, and the special and standing committees of the Board, and to maintain minute books of such meetings in the form and manner required by law. b. To keep or cause to be kept records showing the details required by law with respect to the stock certificates of the Corporation, including ledgers and transfer books showing all shares of the Corporation issued and transferred, and the date of such issuance and transfer. c. To keep the corporate seal and affix it to all papers and documents requiring a seal, and to attest by his signature to all corporate documents requiring the same. d. To give, or cause to be given, all notices required by law or these By-Laws, as well as notices required of meetings of the Directors and of the stockholders. e. To certify to such corporate acts, countersign corporate documents or certificates, and make reports or statements as may be required of him by law or regulation. f. To determine during meetings the number of shares of stock outstanding and entitled to vote, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and to receive votes, ballots or consents, hear and determine all contests, challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results and to do such acts as are proper to conduct the election or vote. The Secretary may assign the exercise or performance of any or all of the foregoing duties, powers, and functions to any other person or persons, subject always to his supervision and control. The decision of the Secretary on the validity and effect of the proxies shall be final and binding until set aside by a court of competent jurisdiction. g. To perform such other duties as are incident to his office or as may be assigned to him by the Board of Directors. Section 4. The Corporate Secretary – The Corporate Secretary must be a resident and a citizen of the Philippines. He shall maintain and be the custodian of the corporate books and records. He shall be the recorder of the formal actions and transactions of the Corporation. He shall have the following specific powers and duties: a. To record or see to the proper recording of the minutes and transactions of all meetings of the Board of Directors, the Executive Committee, the stockholders, and the special and standing committees of the Board, and to maintain minute books of such meetings in the form and manner required by law. b. To keep or cause to be kept records showing the details required by law with respect to the stock certificates of the Corporation, including ledgers and transfer books showing all shares of the Corporation issued and transferred and the date of such issuance and transfer. c. To keep the corporate seal and affix it to all papers and documents requiring a seal and to attest by his signature to all corporate documents requiring the same. d. To give, or cause to be given, all notices required by law or these By-Laws, as well as notices required of meetings of the directors and of the stockholders. e. To certify to such corporate acts, countersign corporate documents or certificates, and make reports or statements as may be required of him by law or regulation. f. To determine during meetings the number of shares of stock outstanding and entitled to vote, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and to receive votes, ballots, or consents, hear and determine all contests, challenges, and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the results, and to do such acts as are proper to conduct the election or vote. The Secretary may assign the exercise or performance of any or all of the foregoing duties, powers, and functions to any other person or persons, subject always to his supervision and control. The decision of the Secretary on the validity and effect of the proxies shall be final and binding until set aside by a court of competent jurisdiction. g. To perform such other duties as are incident to his office or as may be assigned to him by the Board of Directors
Article III, Section 6 Section 6. The Treasurer –The Treasurer shall be the chief fiscal officer of the Corporation and the custodian of its funds, securities and property. The Treasurer shall have the following specific powers and duties: a. To keep full and accurate accounts of receipts and disbursements in the books of the Corporation; b. To have custody of, and be responsible for, all the funds, securities, and bonds of the Corporation; c. To deposit in the name and to the credit of the Corporation, in such bank(s) as may be designated from time to time by the Board, all the moneys, funds, securities, bonds, and similar valuable effects belonging to the Corporation which may come under his control; d. To render annual statements showing the financial condition of the Corporation and such other financial reports as the Board, the Chairman, or the President may, from time to time, require; e. To prepare such financial reports, statements, certifications and other documents which may, from time to time, be required by government rules and regulations and to submit the same to the proper government agencies; f. To designate, with the approval of the President, the Assistant Treasurer(s) who shall perform, at his request or in his absence or disability, all or any of his duties and functions. The Assistant Treasurer(s), when acting under such a designation, may exercise all the powers of, and shall be subject to all the restrictions imposed upon, the Treasurer. The Assistant Treasurer(s) shall exercise such other powers and shall perform such other duties and functions as may, from time to time, be assigned to him (them) by the President. g. To exercise such powers and perform such duties and functions as may be assigned by the Board or the Chairman or President. Section 5. The Treasurer –The Treasurer shall be the chief fiscal officer of the Corporation and the custodian of its funds, securities and property. The Treasurer shall have the following specific powers and duties: a. To keep full and accurate accounts of receipts and disbursements in the books of the Corporation; b. To have custody of and be responsible for all the funds, securities, and bonds of the Corporation; c. To deposit in the name and to the credit of the Corporation, in such bank(s) as may be designated from time to time by the Board, all the moneys, funds, securities, bonds, and similar valuable effects belonging to the Corporation which may come under his control; d. To render annual statements showing the financial condition of the Corporation and such other financial reports as the Board, the Chairman, or the President may, from time to time, require; e. To prepare such financial reports, statements, certifications, and other documents which may, from time to time, be required by government rules and regulations and to submit the same to the proper government agencies; f. To designate, with the approval of the President, the Assistant Treasurer(s) who shall perform, at his request or in his absence or disability, all or any of his duties and functions. The Assistant Treasurer(s), when acting under such a designation, may exercise all the powers of, and shall be subject to all the restrictions imposed upon, the Treasurer. The Assistant Treasurer(s) shall exercise such other powers and shall perform such other duties and functions as may, from time to time, be assigned to him (them) by the President. g. To exercise such powers and perform such duties and functions as may be assigned by the Board or the Chairman or President.
Article III, Section 6 New Section 6. Compliance Officer – The Compliance Officer shall have the following powers and duties: a. Ensures proper onboarding of new directors; b. Monitors, reviews, evaluates, and ensures the compliance by the Corporation, its officers, and directors with the relevant laws, the Revised Corporation Code, rules and regulations, and all governance issuances of regulatory agencies; c. Reports the matter to the Board if violations are found and recommends the imposition of appropriate disciplinary action; d. Ensures the integrity and accuracy of all documentary submissions to regulators; e. Appears before the Securities and Exchange Commission when summoned in relation to compliance with the Code; f. Collaborates with other departments to properly address compliance issues, which may be subject to investigation; g. Identifies possible areas of compliance issues and works towards the resolution of the same; and h. Ensures the attendance of board members and key officers to relevant trainings.
Article III, Section 9 Section 9. Vacancies – If any of the offices becomes vacant by reason of removal, death, resignation, failure to qualify, disqualification or for any of Board may appoint a successor who shall hold office for the unexpired term. Section 9. Vacancies – If any of the offices become vacant by reason of death, resignation, failure to qualify, disqualification, or for any other reason, the Board may appoint a successor who shall hold office for the unexpired term.
Article III, Section 10 Section 10. Compensation – The By-Laws Officers shall receive such remuneration as the Board may determine. All other officers shall receive such remuneration as the Board may determine upon the recommendation of the President A director shall not be precluded from serving the Corporation as an officer, agent or any other capacity, and receiving compensation therefor. Section 10. Compensation – The By-Laws Officers shall receive such remuneration as the Board may determine. All other officers shall receive such remuneration as the Board may determine upon the recommendation of the President. A director shall not be precluded from serving the Corporation as an officer, agent, or any other capacity and receiving compensation therefor. The Corporation shall submit an annual report of the total compensation of each of the directors, as the Securities and Exchange Commission may require.
Article IV (Board Committees), Section 1 New Section 1. Committees – The Board of Directors shall constitute an Audit Committee, a Corporate Governance Committee, and such other committees that the law, regulations, and the Corporate Governance Code may mandate. In addition, the Board of Directors may create other committees as it may consider necessary or advisable for the proper operation of the affairs of the Corporation, with the powers to be determined by the Board of Directors. All established committees shall have committee charters setting forth their respective purposes, membership, structures, operations, reporting processes, resources, and other relevant information, including the standards for evaluating the performance of the committees.
Article IV, Section 2 New Section 2. Nomination Committee – The Nomination Committee shall have at least three (3) members, one of whom is an independent director. It shall promulgate the guidelines or criteria to govern the conduct of the nomination of directors. It shall pre-screen the qualifications and prepare a final list of all candidates and put in place screening policies and parameters to enable it to effectively review the qualifications of the nominees for directorships.
Article IV, Section 3 New Section 3. Corporate Governance Committee – The Corporate Governance Committee shall assist the Board of Directors in fulfilling its corporate governance responsibilities. The Committee shall be composed of at least three (3) members of the Board of Directors, all of whom shall be independent directors.
Article IV, Section 4 New Section 4. Audit Committee – The Audit Committee shall be composed of at least three (3) non-executive directors, the majority of whom shall be independent directors, including the Committee’s chairperson, preferably with accounting, auditing, or related financial management expertise or experience. The Audit Committee shall, among others, provide oversight of the Corporation’s financial reporting and controls and internal and external audit functions.
Article IV, Section 5 New Section 5. Related Party Transaction Committee – The Related Party Transaction Committee shall be composed of at least three (3) non-executive directors, majority of whom must be independent directors, including the Committee’s chairperson. The Related Party Transaction Committee is tasked with reviewing all material related party transactions of the Company.
Article IV, Section 6 New Section 6. Board Risk Oversight Committee - The Board Risk Oversight Committee shall be composed of at least three (3) non-executive directors, majority of whom must be independent directors, including the Committee’s chairperson. At least one member of the committee must have relevant and thorough knowledge and experience on risk and risk management. The Board Risk Oversight Committee is responsible for the oversight of the Company’s Enterprise Risk Management System and is tasked to: a. Develop a formal enterprise risk management plan which contains the following elements: (i) common language or register of risks, (ii) well-defined risk management goals, objectives, and oversight, (iii) uniform processes for assessing risks and developing strategies to manage prioritized risks, (iv) designing and implementing risk management strategies, and (v) continuing assessments to improve risk strategies, processes, and measures; b. Oversee the implementation of the enterprise risk management plan and conduct regular discussions on the Corporation’s prioritized and residual risk exposures based on regular risk management reports, and assess how the concerned units or offices are addressing and managing these risks; c. Evaluate the risk management plan to ensure its continued relevance, comprehensiveness, and effectiveness. It shall revisit defined risk management strategies, look for emerging or changing material exposures, and stay abreast of significant developments that seriously impact the likelihood of harm or loss; d. Advise the Board on its risk appetite levels and risk tolerance limits; e. Review the Corporation’s risk appetite levels and risk tolerance limits based on changes and developments in the business, the regulatory framework, the external economic and business environment, and when major events occur that are considered to have major impacts on the Corporation; f. Assess the probability of each identified risk becoming a reality and estimate its possible significant financial impact and likelihood of occurrence. Priority areas of concern are those risks that are the most likely to occur and to impact the performance and stability of the Corporation and its stakeholders; g. Provide oversight over Management’s activities in managing credit, market, liquidity, operational, legal, and other risk exposures of the Corporation. This function includes regularly receiving information on risk exposures and risk management activities from Management; and h. Report to the Board as deemed necessary on the Corporation’s material risk exposures, the actions taken to reduce the risks, and recommends further action or plans, as necessary.
Article IV, Section 1 (to be renumbered as Article V, Section 1) Section 1. Indemnification of Officers & Directors – The Corporation shall indemnify every director or officer his heirs, executors and administrators against all costs and expenses reasonably incurred by such person in connection with any civil, criminal, administrative or investigative action, suit or proceeding (other than an action by the Corporation) to which he may be, or is, made a party by reason of his being or having been a director or officer of the Corporation, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct. In the event of a settlement or compromise, indemnification shall be provided only in connection with such matters covered by the settlements as to which the Corporation is advised by counsel that the person to be indemnified did not commit a breach of duty as such director or officer. The amount payable by way of indemnity shall be determined and paid only pursuant to a resolution adopted by a majority of the members of the Board. The costs and expenses incurred in defending the aforementioned action suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceedings as authorized in the manner provided for in the preceding paragraph upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article. Section 1. Indemnification of Officers and Directors – The Corporation shall indemnify every director or officer, his heirs, executors, and administrators against all costs and expenses reasonably incurred by such person in connection with any civil, criminal, administrative, or investigative action, suit, or proceeding (other than an action by the Corporation) to which he may be or is made a party by reason of his being or having been a director or officer of the Corporation, except in relation to matters as to which he shall be finally adjudged in such action, suit, or proceeding to be personally liable for negligence or misconduct. In the event of a settlement or compromise, indemnification shall be provided only in connection with such matters covered by the settlements as to which the Corporation is advised by counsel that the person to be indemnified did not commit a breach of duty as such director or officer. The amount payable by way of indemnity shall be determined and paid only pursuant to a resolution adopted by a majority of the members of the Board. The costs and expenses incurred in defending the aforementioned action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized in the manner provided for in the preceding paragraph upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article.
Article V Article V (Offices) Article VI (Offices)
Article VI Article VI (Subscription, Issuance, and Transfer of Shares) Article VII (Subscription, Issuance, and Transfer of Shares)
Article VII, Section 1 (to be renumbered as Article VIII, Section 1) Section 1. External Auditors – At the regular meeting of the stockholders, the external auditor(s) of the Corporation for the ensuing year shall be appointed. The external auditor(s) shall examine, verify, and report on the earnings and expenses of the Corporation. The remuneration of the external auditor(s) shall be determined by the Board. Section 1. External Auditors – At the regular meeting of the stockholders, the external auditor(s) of the Corporation for the ensuing year shall be appointed. The external auditor(s) shall examine, verify, and report on the earnings and expenses of the Corporation. The remuneration of the external auditor(s) shall be determined by the Board. A statement of all external audits shall be presented to the stockholders at each regular meeting.
Article VIII Article VIII (Amendments) Article IX (Amendments)
Article IX Article IX (Seal) Article X (Seal)
Rationale for the amendment(s)

The proposed amendments are being suggested for the following purposes:

• To correct minor typographical errors;
• To further clarify the provisions; and
• To comply with the provisions in the Revised Corporation Code, the Manual for Publicly Listed Corporations, and other relevant rules and regulations.
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

None
Other Relevant Information

This disclosure is being amended to reflect the vote taken by the Corporation’s Board of Directors on 25 September 2023 in favor of reiterating the approval of the amendment of the Corporation’s By-Laws as detailed above, originally given by the Board of Directors on 9 September 2022 and by the stockholders on 25 October 2022. Further, in this amended version of the disclosure, the expected date of filing of the application for amendment with the Securities and Exchange Commission was changed from 29 November 2022 to TBA, while the expected date of approval by the SEC of the application for amendment was changed from 31 August 2023 to TBA.

Please see attached SEC Form 17-C.
Filed on behalf by:
Name Nelileen Baxa
Designation Corporate Secretary