Notice is hereby given that the Annual Stockholders’ Meeting of Home Credit Mutual Building And Loan Association, Inc. will be held on July 22, 2021 (Thursday) at 2:00 o’clock in the afternoon by Zoom videoconference platform at the Board Room Level 26, Insular Life Corporate Centre, Insular Life Drive, Filinvest Corporate City, Alabang, Muntinlupa City, to consider the following:
1. Call to Order
2. Certification of Notice and Quorum
3. Reading and approval of the Minutes of the previous Annual Stockholders’ Meeting held on July 29, 2020
4. Annual Report of the President
5. Ratification of all Acts and Resolutions of the Board of Directors and Management
6. Election of Members of the Board of Directors
7. Appointment of External Auditor and Fixing of its Remuneration
8. Amendment of the Company’s By-laws, as follows:
i. Article V of the By-Laws to include the requirement on corporations vested with public interest to have at least two (2) independent directors in the Board or such number as to constitute at least one-third of the members of the Board whichever is higher as provided in Recommendation 5.2 of the Code of Corporate Governance for Public Companies and Registered Issuers (Code for CG for PC and RI) or SEC Memorandum Circular No. 24, Series of 2019;
ii. Article VI Section 2 of the By-Laws to reflect the composition and powers and function of the Audit Committee as contained in Recommendation 3.2 of the Code of CG for PC and RI; and
iii. Article VII of the By-Laws to include the position of a Compliance Officer in the enumeration of Corporate Officers pursuant to Section 24 of the Revised Corporation Code (RCC) and include the qualification on residency of the Treasurer as well as the minimum requirement for a President to be a director under Section 24 of the RCC.
9. Other matters
Only stockholders of record at the close of business on June 30, 2021 shall be entitled to notice of the annual meeting. Stockholders holding common shares are entitled to vote during the annual meeting. Stockholders who cannot physically attend may appear and participate in the annual meeting by remote communication through online videoconferencing platform Zoom. If a stockholder is unable to attend personally, he/she can be represented at the meeting by accomplishing a Proxy Form that is posted at the company website, http://hcmutual.com to be submitted on or before July 16, 2021 to the Corporate Secretary. Electronic copy of the Proxy Form, Information Statement, Management Report, Annual Report in SEC Form 17A, and other pertinent documents are posted in http://hcmutual.com. Stockholders who wish to attend the meeting are encouraged to pre-register through email, call or text message at the following channels:
(a) Email: email@example.com
(b) Mobile No. 0917-883-6970
Muntinlupa City, May 24, 2021.
EPIFANIO C. SEDIGO, JR.
EXPLANATION OF AGENDA ITEMS
- Call to Order. – The Chairman will formally open the meeting at approximately 2:00 o’clock in the afternoon.
- Certification of Notice and Quorum. – The Corporate Secretary will certify that copies of the Notice of Annual Stockholders Meeting containing the Agenda was duly sent to stockholders and published. The Corporate Secretary will then certify that a quorum exists for the transaction of business.
- Approval of the Minutes of the previous Annual Stockholders’ Meeting. – The Minutes of the Annual Meeting held on July 29, 2020 will be approved by the stockholders. A copy of the Minutes is available at the company website, http://hcmutual.com.
- Annual Report. – The President will deliver a report to the stockholders of the significant operational and financial performance as well as the milestones and achievements of the Company in the year 2020, and the outlook for 2021. The Audited Financial Statement (AFS) as of December 31, 2020 will be presented to the stockholders for their approval. A copy of the 2020 AFS is also available at the company website. The Audit Committee has recommended and the Board has approved the AFS.
- Ratification of all Acts and Resolutions of the Board of Directors and Management. – The acts of the Board of Directors and its Committees were those adopted since the annual stockholders meeting on July 29, 2020. These matters consist of the approval of agreements, projects and other matters covered by disclosures to the Securities and Exchange Commission. The acts of the officers were those taken to implement the resolution of the Board and its Committees or in the general conduct of business.
- Election of Members of the Board of Directors. – The seven (7) members of the Board of Directors will be nominated and elected.
- Appointment of External Auditor and Fixing of its Remuneration. – The appointment of external auditor, including its remuneration, will be presented to the stockholders for approval. The external auditor conducts an independent verification of the Company’s financial statements and provides the objective assurance of the accuracy of its financial statements.
- Amendment of the Company’s By-laws. – The Board approved, for confirmation and approval of the stockholders, the amendments to certain provisions of the By-laws, namely, Articles V (Directors), VI (Operating Committees) and VII (Officers) upon recommendation of the Securities and Exchange Commission (SEC) to align with the relevant provisions of the Revised Corporation Code (RCC) as well as the Code of Corporate Governance for Public Companies and Registered Issuers (Code for CG for PC and RI).
- Other matters. – The Chairman will open the floor for comments and questions by the stockholders. The stockholders may raise other matters or issues that may be properly taken up at the meeting.
- Adjournment. – After consideration of all business, the Chairman shall declare the meeting adjourned. This formally ends the Annual Stockholders’ Meeting of the Corporation.
Download Proxy Form 2021 ASM HCM