Board Committees

The Board has established five (5) committees to aid in the performance of its duties. Each committee has adopted a Charter, which defines its composition, roles and responsibilities based on the provisions found in the Manual on Corporate Governance.
 
 
 
The Executive Committee
  Name Directorship 2016 Attendance
Chairperson Hans T. Sy Non-Executive Director 24/24 meetings
Member Henry T. Sy, Jr. Non-Executive Director 24/24 meetings
Member Jeffrey C. Lim Executive Director 24/24 meetings
Member Herbert T. Sy Non-Executive Director 24/24 meetings
Member Elizabeth T. Sy Non-Director 24/24 meetings
Member John Nai Peng C. Ong Non-Director 24/24 meetings

 

The Executive Committee functions when the Board of Directors is not in session. Generally, the Committee is responsible for assisting the Board in overseeing the implementation of strategies and long-term goals, reviewing major issues facing the organization, monitoring the operating activities of each business group, and defining and monitoring the Company's performance improvement goals. For more information on this Committee, you may click here to view its Charter.

 

 

The Audit Committee
  Name Directorship 2016 Attendance
Chairperson Jose L. Cuisia, Jr. Independent Director 4/4 meetings
Member Joselito H. Sibayan Independent Director 4/4 meetings
Member Jorge T. Mendiola Non-Executive Director 4/4 meetings
 
 
The mandate for the Audit Committee includes the review of the Company’s financial reports and subsequent recommendation to the Board for approval, as well as the review of SM Prime’s internal control systems, its audit plans and auditing processes. For more information on this Committee, you may click here to view its Charter.

 
The Corporate Governance Committee
  Name Directorship 2016 Attendance
Chairperson Joselito H. Sibayan Independent Director -
Member Gregorio U. Kilayko Independent Director -
Member Jose L. Cuisia, Jr. Independent Director -

 

*As prescribed by the SEC, the Board approved the creation of Corporate Governance Committee on February 20, 2017. This Committee assumed the functions of the Nomination and Compensation Committee.

The Corporate Governance Committee is tasked to ensure the Board’s effectiveness and due observance of sound corporate governance principles and policies. The Committee believes that prudent and effective corporate governance practices constitute the foundation of the Company’s strength and long-term existence to enhance and maximize long-term shareholder value. For more information on this Committee, you may click here to view its Charter.

 

The Board Risk Oversight Committee
  Name Directorship 2016 Attendance
Chairperson Gregorio U. Kilayko Independent Director 4/4 meetings
Member Jose L. Cuisia, Jr. Independent Director 4/4 meetings
Member Jorge T. Mendiola Non-Executive Director 4/4 meetings

 

The Board Risk Oversight Committee assists and advises the Board of Directors in fulfilling its oversight responsibilities to ensure that there is an established effective risk management framework which promotes performance by linking strategy and business objectives to both risk and opportunity.  The Company’s enterprise risk management framework focuses on integrating systematic risk management with an organization’s business strategy and operations and therefore creating greater value for its stakeholders. For more information on this Committee, you may click here to view its Charter. 

 

The Related Party Transactions Committee
  Name Directorship 2016 Attendance
Chairperson Joselito H. Sibayan Independent Director 2/2 meetings
Member Gregorio U. Kilayko Independent Director 2/2 meetings
Member Jorge T. Mendiola Non-Executive Director 1/1 meeting*

 

*The Board approved the assignment of Jorge T. Mendiola as member of this Committee on February 20, 2017.

The Related Party Transactions Committee is responsible for reviewing and approving related party transactions in accordance with the Related Party Transactions Policy. It independently reviews and endorses all related party transactions such that these transactions are dealt on terms no less favorable to the company than those generally available to an unaffiliated third party under the same or similar circumstances.  For more information on this Committee, you may click here to view its Charter.

 

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