Re: Delegation of the Power to Amend or Repeal By-Laws

April 20, 2018SEC-OGC OPINION NO. 08-18RE: DELEGATION OF THE POWER TO AMEND OR REPEAL BY-LAWSUnionbankUnionbank PlazaMeralco Avenue cor. Onyx&Sapphire RoadsOrtigas Center, Pasig City 1605Attention: Atty. Joselito V. BanaagSenior Vice President, Corporate Secretary &General CounselAtty. Banaag,This refers to your letter dated 17 January 2018, requesting the Commission's legal opinion on the proposed amendment to the by-laws of Union Bank of the Philippines, delegating to the Board of Directors (the "Board") the power to amend or repeal said by-laws. In your letter, you stated that the Bangko Sentral ng Pilipinas ("BSP") did not give due course to the proposed amendment citing certain opinions 1 of the Securities and Exchange Commission ("SEC") to the effect that the delegation should be embodied in a Stockholders' Resolution ("Resolution") to be submitted to SEC and not in the By-Laws.You further stated that presently, there are some publicly-listed commercial banks that have embodied in their respective by-laws the power to delegate to the board the authority to amend or repeal their by-laws, similar to that of UnionBank, that were approved by SEC....