SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of June 2017
Commission File Number 1-03006
Philippine Long Distance Telephone Company
(Exact Name of Registrant as Specified in Its Charter)
Ramon Cojuangco Building
Makati Avenue
Makati City
Philippines
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)
Form 20-F Form 40-F
(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- )
1
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We have chosen these assumptions or bases in good faith. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2016. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof. In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.
2
EXHIBITS
| | | | | | |
Exhibit Number | | | | Page |
| 1 | | | Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the following corporate actions taken in the Regular Meeting of the Board of Directors, Annual Meeting of Stockholders and Organizational Meeting of the Board of Directors held today: | |
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| | | | Regular Meeting | |
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| | | | 1. Cash dividend declaration on the Company’s Voting Preferred Stock Annual Meeting of Stockholders | |
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| | | | 1. Approval of the audited financial statements of the Company for the fiscal year ended December 31, 2016 contained in the Company’s 2016 Annual Report 2. Election of directors of the Company Organizational Meeting | |
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| | | | 1. Election of officers of the Company 2. Appointment of Chairmen and Members of the Audit Committee, Risk Committee, Governance and Nomination Committee, Executive Compensation Committee and Technology Strategy Committee of the Board of Directors | |
|
June 13, 2017
Philippine Stock Exchange
3/F Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City
Attention: Mr. Jose Valeriano B. Zuño III
OIC — Head, Disclosure Department
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
This shall also serve as the disclosure letter for the purpose of complying with the PSE Revised Disclosure Rules.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
3
June 13, 2017
SECURITIES & EXCHANGE COMMISSION
Secretariat Building, PICC Complex
Roxas Boulevard, Pasay City
Attention: Mr. Vicente Graciano P. Felizmenio, Jr.
Director – Markets and Securities Regulation Dept.
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
4
COVER SHEET
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| | Form Type | | | | Department requiring the report | | | | Secondary License |
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COMPANY INFORMATION
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Company’s Email Address | | Company’s Telephone Number/s | | Mobile Number |
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| | | 8168553 | | |
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No. of Stockholders | | Annual Meeting Month/Day | | Fiscal Year Month/Day |
| | | | |
11,759 As of April 30, 2017 | | Every 2nd Tuesday of June
| | December 31
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CONTACT PERSON INFORMATION
The designated contact personMUST be an Officer of the Corporation
| | | | | | | | |
Name of Contact Person | | Email Address | | Telephone Number/s | | Mobile Number |
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Ma. Lourdes C. Rausa-Chan | | lrchan@pldt.com.ph | | | 8168553 | | |
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Contact Person’s Address |
MGO Building, Legaspi St. corner Dela Rosa St., Makati City |
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Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
5
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
Date of Report (Date of earliest event reported)
2. | | SEC Identification Number PW-55 |
3. | | BIR Tax Identification No. 000-488-793 |
Exact name of issuer as specified in its charter
| | | | | | |
| 5. | | | PHILIPPINES6. (SEC Use Only) | |
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| | | | Province, country or other jurisdictionIndustry Classification Code
|
| | | | of Incorporation | |
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| 7. | | | Ramon Cojuangco Building, Makati Avenue, Makati City Address of principal office | | 1200 Postal Code |
8. (632) 816-8553
Issuer’s telephone number, including area code
9. Not Applicable
Former name or former address, if changed since last report
10. | | Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act |
| | |
Title of Each Class | | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
6
11. Item 9 (Other Events)
We disclose that at the meeting of the Board of Directors of PLDT Inc. (respectively, the “Board” and the “Company”) held on June 13, 2017, the Board declared a cash dividend of P2,437,500.00 on all of the outstanding shares of Voting Preferred Stock of the Company for the quarter ending July 15, 2017, payable on July 15, 2017, to the holder of record on June 27, 2017.
The cash dividend was declared out of the audited unrestricted retained earnings of the Company as at December 31, 2016, which are sufficient to cover the total amount of dividend declared.
Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PLDT INC.
By:
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
June 13, 2017
June 13, 2017
Philippine Stock Exchange
3/F Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City
Attention: Mr. Jose Valeriano B. Zuño III
OIC — Head, Disclosure Department
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
This shall also serve as the disclosure letter for the purpose of complying with the PSE Revised Disclosure Rules.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
7
June 13, 2017
SECURITIES & EXCHANGE COMMISSION
Secretariat Building, PICC Complex
Roxas Boulevard, Pasay City
Attention: Mr. Vicente Graciano P. Felizmenio, Jr.
Director – Markets and Securities Regulation Dept.
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
8
COVER SHEET
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SEC Registration Number | | | | |
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Company Name
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P | | L | | D | | T | | | | | | I | | N | | C. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(F | | O | | R | | M | | E | | R | | L | | Y | | P | | H | | I | | L | | I | | P | | P | | I | | N | | E | | | | | | L | | O | | N | | G | | | | |
D | | I | | S | | T | | A | | N | | C | | E | | T | | E | | L | | E | | P | | H | | O | | N | | E | | | | | | C | | O | | M | | P | | A | | N | | Y) |
Principal Office (No./Street/Barangay/City/Town/Province)
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| | Form Type | | | | Department requiring the report | | | | Secondary License |
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| | | 17 | | | - | | C | | | | M | | S | | R | | D | |
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|
COMPANY INFORMATION
| | | | | | |
Company’s Email Address | | Company’s Telephone Number/s | | Mobile Number |
| | | | | | |
| | | 8168553 | | |
|
| | | | | |
|
| | | | |
No. of Stockholders | | Annual Meeting Month/Day | | Fiscal Year Month/Day |
| | | | |
11,759 As of April 30, 2017 | | Every 2nd Tuesday of June
| | December 31
|
| | | | |
CONTACT PERSON INFORMATION
The designated contact personMUST be an Officer of the Corporation
| | | | | | | | |
Name of Contact Person | | Email Address | | Telephone Number/s | | Mobile Number |
| | | | | | | | |
Ma. Lourdes C. Rausa-Chan | | lrchan@pldt.com.ph | | | 8168553 | | |
|
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|
|
Contact Person’s Address |
MGO Building, Legaspi St. corner Dela Rosa St., Makati City |
|
Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
9
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
Date of Report (Date of earliest event reported)
2. | | SEC Identification Number PW-55 |
3. | | BIR Tax Identification No. 000-488-793 |
Exact name of issuer as specified in its charter
| | | | | | |
| 5. | | | PHILIPPINES6. (SEC Use Only) | |
|
| | | | Province, country or other jurisdictionIndustry Classification Code
|
| | | | of Incorporation | |
|
| 7. | | | Ramon Cojuangco Building, Makati Avenue, Makati City Address of principal office | | 1200 Postal Code |
8. (632) 816-8553
Issuer’s telephone number, including area code
9. Not Applicable
Former name or former address, if changed since last report
10. | | Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act |
| | |
Title of Each Class | | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
10
11.Item 4 (Election of Directors and Officers) and Item 9 (Other Events)
We disclose the following information pertaining to the Annual Meeting of Stockholders (“Annual Meeting”) and Organizational Meeting of the Board of Directors (“Organizational Meeting”) of PLDT Inc. (the “Company” or “PLDT”) and the actions approved in said meetings.
1. | | Annual Meeting of Stockholders |
| 1.1 | | The Annual Meeting was held on June 13, 2017 at 3:00 p.m. at Rizal Ballroom AB, Makati Shangri-la, Ayala Avenue corner Makati Avenue, Makati City. |
| (a) | | As at the Record Date, April 17, 2017 (the “Record Date”), the total outstanding shares of PLDT entitling the holders thereof to attend the Annual Meeting was 666,056,645, broken down as follows: |
| | | | |
Class of Shares | | Number of Shares |
Common | | | 216,055,775 | |
| | | | |
Voting Preferred | | | 150,000,000 | |
| | | | |
Non-Voting Serial Preferred | | | 300,000,870 | |
| | | | |
Total | | | 666,056,645 | |
| | | | |
| (b) | | As at the Record Date, the total outstanding shares of PLDT entitling the holders thereof to attend and vote their shares on matters presented for stockholders’ approval was 366,055,775 (the “Voting Shares”), broken down as follows: |
| | | | | | |
Class of Shares | | | | Number of Shares |
| | - | | | | |
Common | | | | | 216,055,775 | |
| | | | | | |
Voting Preferred | | | | | 150,000,000 | |
| | | | | | |
Total | | | | | 366,055,775 | |
| | | | | | |
| (c) | | The total Voting shares owned or held by the stockholders present or represented by proxy at the Annual Meeting was 322,577,500 representing 88.12% of the total outstanding shares of PLDT as at the Record Date, broken down as follows: |
| | | | | | | | | | | | | | | | |
| | Number of SharesPresentProxyPresent / | | % to Total |
Class Of Shares | | Proxy | | | | | | | | | | Outstanding Shares |
Common | | | 12,265,324 | | | | 160,312,176 | | | | 172,577,500 | | | | 47.15 | % |
| | | | | | | | | | | | | | | | |
Voting Preferred | | | 0 | | | | 150,000,000 | | | | 150,000,000 | | | | 40.98 | % |
| | | | | | | | | | | | | | | | |
Total | | | 12,265,324 | | | | 310,312,176 | | | | 322,577,500 | | | | 88.12 | % |
| | | | | | | | | | | | | | | | |
Therefore, there was a quorum for the valid transaction of business at the Annual Meeting.
| (d) | | All of the thirteen (13) incumbent directors, including the Chairman of the Board, the Chairmen of the Audit, Risk, Governance and Nomination, Executive Compensation, and Technology Strategy Committees, the President and Chief Executive Officer and other key officers of the Company were present in the Annual Meeting. Representatives from the Company’s independent auditors, Sycip Gorres Velayo & Co. were also present in the Annual Meeting. |
| 1.2 | | Each item in the Agenda for the Annual Meeting that is subject to stockholders’ approval was voted upon by means of written voting instructions. |
| 1.3 | | The voting requirement and the votes cast for each of the following items in the Agenda that is subject to stockholders’ approval are as follows: |
| (a) | | Approval of the audited financial statements for the fiscal year ended December 31, 2016 contained in the Company’s 2016 Annual Report. |
| | | | | | | | | | | | |
| | VOTING REQUIREMENTMajority of |
| | Total Outstanding Common and |
| | Voting Preferred SharesVOTES |
Class of Shares | | CAST |
Common | | For | | Against | | Abstain |
Stockholders present in person without proxies previously filed but with voting instructions filed at the Annual Meeting | |
58,135 | |
0 | |
0 |
| | | | | | | | | | | | |
Stockholders present in person with proxies previously filed | | 8,634,836 | | 0 | | 200,370 |
| | | | | | | | | | | | |
Stockholders represented by proxies | | | 160,159,141 | | | | 5,188 | | | | 147,847 | |
| | | | | | | | | | | | |
Sub-Total | | | 168,852,112 | | | | 5,188 | | | | 348,217 | |
| | | | | | | | | | | | |
Voting Preferred | |
| |
| |
|
| |
| |
| |
|
Stockholders present in person without proxies previously filed but with voting instructions filed at the Annual Meeting | |
0 | |
0 | |
0 |
| | | | | | | | | | | | |
Stockholders present in person with proxies previously filed | | 0 | | 0 | | 0 |
| | | | | | | | | | | | |
Stockholders represented by proxies | | | 150,000,000 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
Sub-Total | | | 150,000,000 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
Grand Total | | | 318,852,112 | | | | 5,188 | | | | 348,217 | |
| | | | | | | | | | | | |
Since a total of 318,852,112 shares representing 87.1 % or more than two-thirds (2/3) of the outstanding Common and Voting Preferred Shares have been voted in favor of the approval of the audited financial statements of the Company for the fiscal year ended December 31,2016 contained in the Company’s 2016 Annual Report, the same were approved.
| (b) | | Election of thirteen (13) directors including three (3) independent directors for the ensuing year, whose background information are contained in the Information Statement. |
Prior to the casting of votes, the Chairman explained the review or screening process of the Governance and Nomination Committee to determine whether each of the director-nominees possesses the qualifications and none of the disqualifications for directorship, and whether each of the independent director-nominees meets the additional criteria or qualifications for an independent director.
| | | | | | | | | | | | | | | | |
| | VOTING REQUIREMENTThirteen (13) nominees receiving |
| | the highest number of votes from the | | | | | | | | |
| | holders of Common and Voting Preferred Shares shall be declared |
| | elected and three (3) of them who have been pre-qualified as |
| | independent directors will be declared elected as | | | | |
| | such.VOTES CASTStockholder | | | | |
| | | | | | 1Stockholder | | | | |
| | | | | | 2Stockholder | | | | |
NAME OF DIRECTOR/ | | | | | | 3Total Number | | | | |
INDEPENDENT DIRECTOR | | of Votes | |
| |
| |
|
| | | | | |
| |
| |
|
Mr. Bernido H. Liu (Independent Director) | | 58,135 | | 8,421,049 | | 310,752,532 | | 319,231,716 |
| | | | | | | | | | | | | | | | |
Chief Justice Artemio V. Panganiban (Ret) (Independent Director) | |
58,135 | |
7,979,329 | |
308,439,093 | |
316,476,557 |
| | | | | | | | | | | | | | | | |
Mr. Pedro E. Roxas (Independent Director) | | 58,135 | | 7,811,162 | | 308,217,728 | | 316,087,025 |
| | | | | | | | | | | | | | | | |
Ms. Helen Y. Dee | | | 58,135 | | | | 7,289,070 | | | | 308,437,535 | | | | 315,784,740 | |
| | | | | | | | | | | | | | | | |
Atty. Ray C. Espinosa | | | 58,135 | | | | 7,482,592 | | | | 309,724,888 | | | | 317,265,615 | |
| | | | | | | | | | | | | | | | |
Mr. James L. Go | | | 58,135 | | | | 7,238,445 | | | | 307,888,788 | | | | 315,185,368 | |
| | | | | | | | | | | | | | | | |
Mr. Hideaki Ozaki | | | 58,135 | | | | 7,399,228 | | | | 308,589,092 | | | | 316,046,455 | |
| | | | | | | | | | | | | | | | |
Mr. Manuel V. Pangilinan | | | 58,135 | | | | 10,995,630 | | | | 308,089,573 | | | | 319,143,338 | |
| | | | | | | | | | | | | | | | |
Ms. Ma. Lourdes C. Rausa-Chan | | | 58,135 | | | | 7,483,099 | | | | 309,731,817 | | | | 317,273,051 | |
| | | | | | | | | | | | | | | | |
Ambassador Albert F. del Rosario | | 58,135 | | 8,975,215 | | 309,425,536 | | 318,458,886 |
| | | | | | | | | | | | | | | | |
Mr. Atsuhisa Shirai | | | 58,135 | | | | 7,148,802 | | | | 308,420,911 | | | | 315,627,848 | |
| | | | | | | | | | | | | | | | |
Dean Amado D. Valdez | | | 58,135 | | | | 7,587,075 | | | | 309,431,421 | | | | 317,076,631 | |
| | | | | | | | | | | | | | | | |
Ms. Marife B. Zamora | | | 58,135 | | | | 7,587,075 | | | | 309,433,249 | | | | 317,078,459 | |
| | | | | | | | | | | | | | | | |
Legend:
| | | Stockholder 1 – Stockholders present in person without proxies previously filed but with voting instructions filed at the Annual Meeting |
| | | | |
Stockholder 2 – | | Stockholders present in person with proxies previously filed |
Stockholder 3 | | – | | Stockholders represented by proxies |
Each person nominated for election as director/independent director received votes of more than a majority of the outstanding Common and Voting Preferred Shares. Since there are only thirteen (13) Board seats and thirteen (13) nominees, each was declared elected and three (3) of them, namely Mr. Bernido H. Liu, Former Chief Justice Artemio V. Panganiban and Mr. Pedro E. Roxas, who have been pre-qualified as independent directors were declared elected as such.
Attached are copies of the Certifications executed by Mr. Bernido H. Liu, Former Chief Justice Artemio V. Panganiban and Mr. Pedro E. Roxas in connection with their election as independent directors of the Company.
| 1.4 | | Sycip Gorres Velayo & Company (SGV) performed agreed upon procedures for the Company’s tabulation, registration and reporting system following the Philippine Standards on Related Services 4400 Engagements on Agreed-Upon Procedures issued by the Auditing Standards and Practices Council. In addition, representatives from SGV were present at the Annual Meeting to observe the registration, determination of quorum and tabulation of votes. |
| 1.5 | | Stockholders were given an opportunity to ask questions which the Chairman, President & CEO, Corporate Secretary or other key officers clarified or responded to. |
| 1.6 | | Stockholders were also informed that pursuant to the authority vested in the Audit Committee under the Company’s By-Laws, the Audit Committee appointed Sycip Gorres Velayo & Co. as independent auditors to audit the financial statements of the Company for the year 2017, and such appointment was confirmed by the Board of Directors. |
2. | | Organizational Meeting of the Board of Directors |
| 2.1 | | The Organizational Meeting of the Board of Directors of the Company was held immediately after the adjournment of the Annual Meeting at Pasay AB Room, Makati Shangri-la, Ayala Avenue corner Makati Avenue, Makati City. |
| 2.2 | | All of the thirteen (13) directors/independent directors elected during the Annual Meeting were present in the Organizational Meeting. Also present were the six (6) nominees for appointment as members of the Advisory Board/Committee. |
| 2.3 | | The following actions were taken by the Board of Directors at the Organizational Meeting: |
| (a) | | Election of the following officers to the positions indicated opposite their respective names: |
| | | | |
Name | | | | Position |
Manuel V. Pangilinan | | - | | President & Chief Executive Officer |
Ernesto R. Alberto Ray C. Espinosa Anabelle L. Chua Maria Elizabeth S. Sichon Victorico P. Vargas Ma. Lourdes C. Rausa-Chan | | - - - - - - | | Executive Vice President and Chief Revenue Officer Chief Corporate Services Officer Senior Vice President and Chief Financial Officer Senior Vice President & Chief People and Culture Officer Business Transformation Office Head Senior Vice President, Corporate Secretary, General Counsel and Chief Governance Officer |
June Cheryl C. Revilla Alejandro O. Caeg Jun R. Florencio Juan Victor I. Hernandez Menardo G. Jimenez, Jr. Leo I. Posadas Florentino D. Mabasa, Jr. Katrina L. Abelarde Marco Alejandro T. Borlongan Alfredo B. Carrera Leah Camilla R. Besa-Jimenez Albert Mitchell L. Locsin Aileen D. Regio Oscar Enrico A. Reyes, Jr. Martin T. Rio Ricardo M. Sison Emiliano R. Tanchico Melissa V. Vergel de Dios Minerva M. Agas Benedict Patrick V. Alcoseba Jerameel A. Azurin Rafael M. Bejar Jose Arnilo S. Castañeda Gerardo Jose V. Castro Marisa V. Conde Gene S. De Guzman Aniceto M. Franco III Gil Samson D. Garcia Joseph Ian G. Gendrano Elisa B. Gesalta John John R. Gonzales Ma. Criselda B. Guhit Emeraldo L. Hernandez Marven S. Jardiel Princesita P. Katigbak Alexander S. Kibanoff Javier C. Lagdameo Luis Ignacio A. Lopa Paolo Jose C. Lopez Ma. Carmela F. Luque Oliver Carlos G. Odulio Carlo S. Ople Harold Kim A. Orbase Dale M. Ramos Ricardo C. Rodriguez Genaro C. Sanchez Arvin L. Siena Ana Maria A. Sotto Carla Elena A. Tabuena Patrick S. Tang Victor Y. Tria | | - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - | | Senior Vice President and Controller Senior Vice President Senior Vice President Senior Vice President Senior Vice President First Vice President and Treasurer First Vice President and Assistant Corporate Secretary First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President |
| (b) | | Appointment of the members of the Advisory Board/Committee: |
Oscar S. Reyes
Roberto R. Romulo
Benny S. Santoso
Washington Z. SyCip
Orlando B. Vea
Christopher H. Young
| (c) | | Appointment of the Chairmen, Members and Advisors of the Audit Committee, Risk Committee, Governance and Nomination Committee, Executive Compensation Committee, and Technology Strategy Committee: |
Audit Committee
Pedro E. Roxas, Chairman/Independent Member
Bernido H. Liu, Independent Member
Artemio V. Panganiban, Independent Member
Corazon S. de la Paz-Bernardo, Advisor (Audit Committee Financial Expert)
James L. Go, Advisor
Roberto R. Romulo, Advisor
Atsuhisa Shirai, Advisor
Risk Committee
Artemio V. Panganiban, Chairman/Independent Member
Bernido H. Liu, Independent Member
Pedro E. Roxas, Independent Member
James L. Go, Member
Atsuhisa Shirai, Member
Governance and Nomination Committee
Manuel V. Pangilinan, Chairman
Bernido H. Liu, Independent Member
Artemio V. Panganiban, Independent Member
Pedro E. Roxas, Independent Member
Atsuhisa Shirai, Member
Ma. Lourdes C. Rausa-Chan, Non-voting Member
Maria Elizabeth S. Sichon, Non-voting Member
Executive Compensation Committee
Manuel V. Pangilinan, Chairman
Bernido H. Liu, Independent Member
Artemio V. Panganiban, Independent Member
Pedro E. Roxas, Independent Member
Atsuhisa Shirai, Member
Maria Elizabeth S. Sichon, Non-voting Member
Technology Strategy Committee
| | | Manuel V. Pangilinan, Chairman |
Ray C. Espinosa, Member
James L. Go, Member
Albert F. del Rosario, Member
Atsuhisa Shirai, Member
Oscar S. Reyes, Non-voting Member
Orlando B. Vea, Non-voting Member
Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
|
By: |
/s/Ma. Lourdes C. Rausa-Chan |
|
MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
June 13, 2017
CERTIFICATION OF INDEPENDENT DIRECTOR
I,BERNIDO H. LIU, Filipino, of legal age and with office address at GABC 1155, 1155 North EDSA, Balintawak, Quezon City, after having been duly sworn to in accordance with law do hereby declare that:
| 1. | | I am an independent director ofPLDT Inc. (“PLDT”), having been duly elected as such during its Annual Meeting of Stockholders held on June 13, 2017. |
| 2. | | I have been PLDT’s independent director since 2015. |
| 3. | | I am affiliated with the following companies or organizations: |
| | | | |
COMPANY/ORGANIZATION | | POSITION/RELATIONSHIP | | PERIOD OF SERVICE |
Matimco Incorporated | | Chairman | | 2003 – present |
| | | | |
Basic Graphics Inc. | | Chairman | | 2005 – present |
| | | | |
LH Paragon Inc. | | Chairman | | 2006 – present |
| | | | |
Golden ABC, Inc. | | President & CEO/Chairman | | 2006 – present |
| | | | |
Oakridge Realty Development Corporation | | Chairman
| | 2006 – present
|
| | | | |
Red Logo Lifestyle, Inc. | | Chairman | | 2007 – present |
| | | | |
Essentia Medical Group, Inc. | | Chairman | | 2014 – present |
| | | | |
Greentree Food Solutions, Inc. | | Chairman | | 2016 – present |
| | | | |
GABC Int’l. Pte. Ltd. (SG) | | Director | | 2016 – present |
| | | | |
Children’s Hour Philippines | | Director | | 2004 – present |
| | | | |
Philippine Retailers Association | | Member, Board of Trustees
| | 2007 – present
|
| | | | |
PLDT – SMART Foundation | | Independent Director | | 2013 – present |
| | | | |
Habitat for Humanity | | Member, Visayas Advisory Council | | 2014 – present
|
| | | | |
Mga Likha ni Inay, Inc. (member of CARD MRI) | | Director
| | 2015 – present
|
| | | | |
| 4. | | I possess all the qualifications and none of the disqualifications to serve as an independent director of PLDT, as provided for in Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and the Company’s By-Laws and Manual on Corporate Governance, in effect as of the date hereof. |
| 5. | | To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code) to any director, officer or substantial shareholder of PLDT and its subsidiaries and affiliates. |
| 6. | | To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding. |
| 7. | | To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation. |
| 8. | | I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and the Company’s By-Laws and Manual on Corporate Governance, in effect as of the date hereof. |
| 9. | | I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence. |
Done, this 13TH day of June 2017, at Makati City.
/s/Bernido H. Liu
SUBSCRIBED AND SWORN to before me this 13th day of June 2017 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. EB6358199 expiring on 16 September 2017.
NOTARY PUBLIC
| | |
| | /s/ Alex Aaron A. Rios |
| | |
| | ALEX AARON A. RIOS Notary Public for the City of Makati Until December 31, 2017 Notarial Appointment No. M-136 Roll of Attorneys No. 51139 PTR O.R. NO. 5917876-01/09/17 Makati City IBP Lifetime No. 1031694 – 02/16/16 |
Doc. No. 108 Page No. 23; | |
|
Book No. II;
Series of 2017.
CERTIFICATION OF INDEPENDENT DIRECTOR
I,PEDRO E. ROXAS, Filipino, of legal age and a resident of Makati City, after having been duly sworn to in accordance with law do hereby declare that:
| 1. | | I am an independent director ofPLDT Inc. (“PLDT”), having been duly elected as such during its Annual Meeting of Stockholders held on June 13, 2017. |
| 2. | | I have been PLDT’s independent director since 2003. |
| 3. | | I am affiliated with the following companies or organizations: |
| | | | |
COMPANY/ORGANIZATION | | POSITION/RELATIONSHIP | | PERIOD OF SERVICE |
Roxas Holdings, Inc. | | Chairman | | 1995 – present |
| | | | |
Club Punta Fuego, Inc. | | Chairman | | 1997 – present |
| | | | |
Brightnote Assets Corp. | | Director | | 1999 – present |
| | | | |
BDO Private Bank | | Independent Director | | 2001 – present |
| | | | |
Roxas & Company, Inc. | | Chairman | | 2009 – present |
| | | | |
Manila Electric Company | | Independent Director | | 2010 – present |
| | | | |
Hawaiian-Phil. Co. | | Chairman | | 2013 – present |
| | | | |
Cemex Holdings Phil. Inc. | | Independent Director | | June 3, 2016 — present |
| | | | |
Fundacion Santiago | | Trustee/President | | 1993 – present |
| | | | |
Philippine Sugar Millers Association | | President | | 1995 — 1997 2005 – present |
| | | | |
Phil. Business for Social Progress | | Trustee
| | 2001 – present
|
| | | | |
Roxas Foundation Inc. | | Trustee | | May 17, 2016 – present |
| | | | |
| 4. | | I possess all the qualifications and none of the disqualifications to serve as an independent director of PLDT, as provided for in Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and the Company’s By-Laws and Manual on Corporate Governance, in effect as of the date hereof. |
| 5. | | To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code) to any director, officer or substantial shareholder of PLDT and its subsidiaries and affiliates. |
| 6. | | To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding. |
| 7. | | To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation. |
| 8. | | I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and the Company’s By-Laws and Manual on Corporate Governance, in effect as of the date hereof. |
| 9. | | I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence. |
Done, this 13th day of June 2017, at Makati City.
/s/Pedro E. Roxas
SUBSCRIBED AND SWORN to before me this 13th day of June 2017 at Makati City affiant personally appeared before me and exhibited to me his Philippine Passport No. EC2368933 expiring on 09 October 2019.
NOTARY PUBLIC
| | |
| | /s/ Alex Aaron A. Rios |
| | |
| | ALEX AARON A. RIOS Notary Public for the City of Makati Until December 31, 2017 Notarial Appointment No. M-136 Roll of Attorneys No. 51139 PTR O.R. NO. 5917876-01/09/17 Makati City IBP Lifetime No. 1031694 – 02/16/16 |
Doc. No. 107 Page No. 23; | |
|
Book No. II;
Series of 2017.
CERTIFICATION OF INDEPENDENT DIRECTOR
I,ARTEMIO V. PANGANIBAN, Filipino, of legal age and a resident of Makati City, after having been duly sworn to in accordance with law do hereby declare that:
| 1. | | I am an independent director ofPLDT Inc. (“PLDT”), having been duly elected as such during its Annual Meeting of Stockholders held on June 13, 2017. |
| 2. | | I have been PLDT’s independent director since 2013. |
| 3. | | I am affiliated with the following companies or organizations: |
| | | | |
COMPANY/ORGANIZATION | | POSITION/RELATIONSHIP | | PERIOD OF SERVICE |
Pan Philippine Resources Corp. | | Chairman | | 1979 – present |
| | | | |
Peecee Realty, Inc. | | Chairman | | 1991 – present |
| | | | |
GMA Network Inc. | | Independent Director | | 2007 – present |
| | | | |
First Philippine Holdings Corp. | | Independent Director | | 2007 – present |
| | | | |
Metro Pacific Investments Corp. | | Independent Director | | 2007 – present |
| | | | |
Metropolitan Bank & Trust Co. | | Adviser | | 2007 – present |
| | | | |
Robinsons Land Corp. | | Independent Director | | 2008 – present |
| | | | |
Manila Electric Company | | Independent Director | | 2008– present |
| | | | |
GMA Holdings, Inc. | | Independent Director | | 2009 – present |
| | | | |
Petron Corporation | | Independent Director | | 2010 – present |
| | | | |
Asian Terminals Inc. | | Independent Director | | 2010 – present |
| | | | |
Jollibee Foods Corp. | | Director | | 2012 – present |
| | | | |
Double Dragon Properties Corporation | | Adviser
| | 2014 – present
|
| | | | |
TeaM Energy Corp. | | Director | | 2015 – present |
| | | | |
Bank of the Philippine Islands | | Adviser | | 2016 – present |
| | | | |
Liberty Telecoms Holdings, Inc. | | Independent Director | | 2016 – present |
| | | | |
Metro Pacific Tollways Corp. | | Independent Director | | Current |
| | | | |
Tollways Management Corp. | | Independent Director | | Current |
| | | | |
Asian Hospital, Inc. | | Independent Director | | 2017 – present |
| | | | |
Metrobank Foundation | | Chairman, Board of Advisers | | 2009 – present |
| | | | |
Speaker Laurel Foundation | | Trustee | | 2009 – present |
| | | | |
Foundation for Liberty and Prosperity | | Chairman
| | 2011 – present
|
| | | | |
Manila Metropolitan Cathedral-Basilica Foundation | | President
| | 2011 – present
|
| | | | |
Philippine Judges Foundation | | Chairman | | 2014 – present |
| | | | |
Tan Yan Kee Foundation | | Trustee | | 2014 – present |
| | | | |
Claudio Teehankee Foundation | | Trustee | | 2015 – present |
| | | | |
Dela Salle University College of Law | | Adviser
| | 2007 – present
|
| | | | |
Asian Institute of Management Corporate Governance Center | | Adviser
| | 2010 – present
|
| | | | |
University of Asia and the Pacific College of Law | | Adviser
| | 2012 – present
|
| | | | |
Mapa Blue Falcon Honor Society | | Adviser | | 2007 – present |
| | | | |
World Bank (Philippines) | | Adviser | | 2010 – present |
| | | | |
Johann Strauss Society | | Adviser | | 2012 – present |
| | | | |
Phil. Dispute Resolution Center, Inc. | | Chairman – Emeritus
| | 2014 – present
|
| | | | |
Asean Law Association, Philippines | | Chairman
| | 2015 – present
|
| | | | |
Judicial and Bar Council | | Consultant | | 2016 – present |
| | | | |
Philippine Daily Inquirer | | Columnist | | 2007 – present |
| | | | |
For my full bio-data, log on to my personal website: cjpanganiban.com
| 4. | | I possess all the qualifications and none of the disqualifications to serve as an independent director of PLDT, as provided for in Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and the Company’s By-Laws and Manual on Corporate Governance, in effect as of the date hereof. |
| 5. | | To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code) to any director, officer or substantial shareholder of PLDT and its subsidiaries and affiliates. |
| 6. | | To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding. |
| 7. | | To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation. |
| 8. | | I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and the Company’s By-Laws and Manual on Corporate Governance, in effect as of the date hereof. |
| 9. | | I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence. |
Done, this 13th day of June 2017, at Makati City.
/s/Artemio V. Panganiban
ARTEMIO V. PANGANIBAN
SUBSCRIBED AND SWORN to before me this 13th day of June 2017 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. DE0013400 expiring on 14 December 2020.
NOTARY PUBLIC
| | |
| | /s/ Alex Aaron A. Rios |
| | |
| | ALEX AARON A. RIOS Notary Public for the City of Makati Until December 31, 2017 Notarial Appointment No. M-136 Roll of Attorneys No. 51139 PTR O.R. NO. 5917876-01/09/17 Makati City IBP Lifetime No. 1031694 – 02/16/16 |
Doc. No. 113 Page No. 24; | |
|
Book No. II;
Series of 2017.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY |
By : /s/Ma. Lourdes C. Rausa-Chan |
|
Name : Ma. Lourdes C. Rausa-Chan Title : Senior Vice President, Corporate Affairs and Legal Services Head and Corporate Secretary |
Date: June 13, 2017
12