Corporate Governance

SM Investments Corporation (SMIC or the “Company”) practices good corporate governance in all its dealings with all stakeholders, investors, business partners, creditors, customers and employees because SMIC believes that good corporate governance will provide the long-term growth, sustainability and success to the Company. SMIC’s good corporate governance framework and practices are part of the Company’s core values that are anchored on the principles of fairness, integrity, accountability, transparency and stakeholder engagement.

SMIC’s various awards and recognition are identified in this report. We aim to create value in all our businesses we operate, not just with our customers, but, also, the communities and the environment to ensure sustainable growth and development.

Integrated Annual Corporate Governance Reports

The Integrated Annual Corporate Governance Report (I-ACGR) is a tool to disclose compliance with the recommendations provided under the Securities and Exchange Commission’s Corporate Governance Code for publicly-listed companies, including corporate governance practices found in the ASEAN Corporate Governance Scorecard, among other pertinent corporate governance standards and issuances. It contains relevant information on the Company’s corporate governance policies, practices, initiatives and activities.

Board of Directors

SMIC’s Board of Directors is at the helm of the organization’s governance structure. The Company’s directors possess the necessary qualifications, competencies and skills to effectively participate and help secure the achievement of the Company’s vision, mission and corporate objectives. The Company adheres to a board diversity policy that ensures a diverse composition of Board of Directors, which assists in advancing SMIC’s strategic objectives. By virtue of the said policy, the Company commits to having a diverse organization in terms of age, competency, experience, business background, ethnicity, culture, skill, knowledge and gender, among others. To monitor progress in achieving the Board’s diversity, the relevant board committee utilizes a board matrix, which provides for the mix of attributes, skills, competencies, experience and affiliations the members of the Board currently possess vis-a-vis the needs to complement its existing composition. Both the board diversity policy and board matrix are posted on the Company website. The profiles of the Board of Directors are included in

SMIC’s annual reports including this report and the Definitive Information Statement as well as posted on the Company website. SMIC’s Board is composed of a majority of independent directors where five (5) of nine (9) highly qualified directors are independent directors including our Chairman of the Board. In accordance with the Company’s Manual on Corporate Governance, the Board shall always have at least three (3) independent directors. Independent directors are directors that are free from management responsibilities, substantial shareholdings and material relations, which could be perceived to impede the performance of independent judgment. Independent directors are tasked to encourage impartial discussions at board meetings, monitor and provide feedback on Management’s performance, and safeguard the interests of the Company’s various stakeholders.

Amando M. Tetangco, Jr.

Chairman of the Board, Independent Director

Filipino, 73, Male
Date of First Appointment: June 2023

Key positions in various companies:

  • Chairman and Independent Director – SM Investments Corporation
  • Vice Chairman and Independent Director – SM Prime Holdings, Inc.
  • Independent Director – Converge ICT Solutions, Inc.
  • Independent Director – Shell Pilipinas Corporation
  • Director – Manila Hotel
  • Director – Toyota Motor Philippines
  • Trustee – St. Luke’s Medical Center
  • Trustee – Tan Yan Kee Foundation
  • Trustee – Foundation for Liberty and Prosperity

Other previous key positions and appointments:

  • Governor – Bangko Sentral ng Pilipinas (BSP)
    • Concurrent Chairman – Monetary Board
    • Concurrent Chairman – Anti-Money Laundering Council
    • Concurrent Chairman – Financial Stability Coordination Council
    • Concurrent Chairman – Philippine International Convention Center
    • Concurrent Vice Chair – Agriculture Credit Policy Council
    • Concurrent Member – Capital Markets Development Council
    • Concurrent Member – Export Development Council
  • Deputy Governor – BSP, Banking Services Sector, Economic Research and Treasury
  • Alternate Executive Director – International Monetary Fund, Washington, D.C.
  • Management Services Division, SyCip Gorres Velayo (SGV) & Co.
  • Philippine Representative – ASEAN Central Bank Forum; Executives’ Meeting of East Asia and
    Pacific Central Banks; the South East Asia Central Banks, the South East Asia, New Zealand and Australia; and the Center for Latin American Monetary Studies.
  • Governor for the Philippines – International Monetary Fund
  • Alternate Governor – World Bank and the Asian Development Bank
  • Chair of the Meeting of Small Open Economies – Bank for International Settlements (BIS)
  • Chair – BIS Asian Consultative Council; the Financial Stability Board Regional Consultative Group for Asia; and the Alliance for Financial Inclusion Steering Committee

Relevant Educational background and other training:

  • Honorary Degree of Doctorate in Management – Asian Institute of Management
  • Master’s Degree in Public Policy and Administration (Development Economics) – University of Wisconsin, Madison, Wisconsin, U.S.A.
  • AB Economics Degree, cum laude – Ateneo De Manila University

Other Directorships in Reporting/Listed Companies

  • SM Prime Holdings, Inc.
  • Converge ICT Solutions, Inc.
  • Shell Pilipinas Corporation

Other Information:

  • Order of the Rising Sun, Gold and Silver Star – Emperor of Japan
  • Multiple Recognition as one of the Best Central Bank Governors
  • Management Man of the Year – Management Association of the Philippines
  • Order of Lakandula with Rank of Bayani – President of the Philippines

Teresita T. Sy

Vice Chairperson, Non-Executive Director

Filipino, 75, Female
Date of First Appointment: May 1979

Key positions in various companies:

  • Vice Chairperson – SM Investments Corporation
  • Board Adviser – SM Prime Holdings, Inc.
  • Chairperson – SM Retail Inc.
  • Chairperson – BDO Unibank, Inc. (BDO)
  • Chairperson/Director – BDO Private Bank, Inc.
  • Chairperson/Director – BDO Foundation, Inc.

Relevant Educational background and other training:

  • Bachelor of Arts and Bachelor of Science Degree in Commerce – Assumption College

Other Directorships in Reporting/Listed Companies

  • BDO Unibank, Inc.

Henry T. Sy, Jr.

Vice Chairman, Non-Executive Director

Filipino, 72, Male
Date of First Appointment: May 1979

Key positions in various companies:

  • Vice Chairman – SM Investments Corporation
  • Chairman – SM Prime Holdings, Inc.
  • Chairman – Synergy Grid & Development Phils., Inc.
  • Chairman and Chief Executive Officer – SM Development Corporation
  • Vice Chairman – National Grid Corporation of the Philippines

Relevant Educational background and other training:

  • Management Degree – De La Salle University

Other Directorships in Reporting/Listed Companies

  • SM Prime Holdings, Inc.
  • Synergy Grid & Development Phils., Inc.

Harley T. Sy

Executive Director

Filipino, 66, Male
Date of First Appointment: May 1993

Key positions in various companies:

  • Executive Director – SM Investments Corporation
  • Director – China Banking Corporation and others within the SM Group
  • Board Adviser – BDO Unibank, Inc.
  • Board Adviser – BDO Private Bank
  • Vice Chairman and Treasurer – SM Retail Inc.

Relevant Educational background and other training:

  • Bachelor of Science Degree in Commerce, Major in Finance – De La Salle University

Other Directorships in Reporting/Listed Companies

  • China Banking Corporation

Frederic C. DyBuncio

President and Chief Executive Officer

Filipino, 66, Male
Date of First Appointment: April 2017

Key positions in various companies:

  • President and Chief Executive Officer – SM Investments Corporation
  • Chairman – Atlas Consolidated Mining and Development Corporation

Relevant Educational background and other training:

  • Master’s Degree in Business Management – Asian Institute of Management
  • Bachelor of Science Degree in Business Management – Ateneo de Manila University

Other Directorships in Reporting/Listed Companies

  • Atlas Consolidated Mining and Development Corporation

Ramon M. Lopez

Independent Director

Filipino, 65, Male
Date of First Appointment: August 2022

Key positions in various companies:

  • Independent Director – SM Investments Corporation
  • Independent Director – AIC Group of Companies
  • Independent Director – Monde Nissin Corporation
  • Trustee and Vice Chairman – Valenzuela City Technological College (ValTech)
  • Independent Director – New Marketlink Pharmaceuticals Corporation
  • Independent Director – Pilmico Foods and Agribusiness Corporation
  • Independent Director – Seedbox Securities Inc.
  • Independent Director – Asian Consulting Group
  • Chairman – Governing Board of the Economic Research Institute for ASEAN and East Asia (ERIA)
  • Board Adviser – Packworks Venture PTE. LTD.
  • Trustee – Bayan Family of Foundations

Other previous key positions and appointments:

  • Secretary – Philippine Department of Trade and Industry
    • Concurrent Chairman – Board of Investments
    • Concurrent Chairman – Philippine Economic Zone Authority
    • Concurrent Chairman – Export Development Council
    • Concurrent Chairman – Anti-Red Tape Authority Advisory Council
    • Concurrent Chairman – Philippine International Trading Corporation
    • Concurrent Supervisor – Intellectual Property Office of the Philippines

Relevant Educational background and other training:

  • Master’s Degree in Development Economics – Williams College, Massachusetts U.S.A
  • Bachelor’s Degree in Economics – University of the Philippines School of Economics, Diliman Q.C.

Other Directorships in Reporting/Listed Companies

  • Monde Nissin Corporation

Other Information:

  • Philippine Innovation Man of the Year Award
  • Presidential Award, Order of Sikatuna with a rank of Datu
  • People of the Year – People Asia
  • Presidential Medal of Merit
  • “Lifetime Contributor of the Year Award” – The Asia CEO Awards

Robert G. Vergara

Independent Director

Filipino, 65, Male
Date of First Appointment: April 2019

Key positions in various companies:

  • Independent Director – SM Investments Corporation
  • Independent Director – Metro Pacific Health, Inc.
  • Independent Director – STI Education Systems Holdings, Inc.
  • Independent Director – Philplans First, Inc.
  • Independent Director – AIG Insurance Philippines, Inc.
  • Chairman and Director – Cabanatuan Electric Corporation
  • Director – Sea Crest Fund
  • President – Vergara Advisory Management, Inc.

Other previous key positions and appointments:

  • President and General Manager and Vice Chairman of the Board of Trustees – Government Service Insurance System (GSIS)
  • Vice Chairman and Director – National Reinsurance Corporation of the Philippines
  • Vice Chairman and Director – Manila Hotel Corporation
  • Director – The Philippine Stock Exchange
  • Director – Philippine Health Insurance Corporation
  • Director – Philippine National Construction Corporation
  • Director – Housing and Urban Development Coordinating Council
  • Managing Director and Founding Partner – Cannizaro (Hong Kong) Limited
  • Director – Lionhart (Hong Kong) Ltd.
  • Principal – Morgan Stanley Asia Ltd.
  • Managing Director – IFM Asia Ltd.

Relevant Educational background and other training:

  • Master’s Degree in Business Administration – Harvard Graduate School of Business Administration
  • Bachelor of Science Degrees in Management Engineering and Mathematics, magna cum laude – Ateneo De Manila University

Other Directorships in Reporting/Listed Companies

  • STI Education Systems Holdings, Inc.

Lily K. Gruba

Independent Director

Filipino, 76, Female
Date of First Appointment: June 2024

Key positions in various companies:

  • Independent Director – SM Investments Corporation
  • Founding Partner – Gruba Caganda Advincula Melo & De la Fuente (formerly, Zambrano and Gruba)
  • Director – Asia United Bank
  • Director – Cosco Capital, Inc.
  • Executive Director – Fr. Joaquin, SJ Institute for Continuing Legal Education
  • Professor on Taxation Law, Mergers and Acquisitions and Local Government Finance and bar reviewer – Ateneo de Manila University School of Law

Other previous key positions and appointments:

  • Undersecretary – Department of Finance
    • Concurrent Director – Philippine Economic Zone Authority
    • Concurrent Director – Overseas Workers Welfare Administration
  • Philippine Bar examiner for Taxation Law and for Commercial Law

Relevant Educational background and other training:

  • Bachelor of Arts in Psychology – University of Santo Tomas
  • Bachelor of Laws Degree – Ateneo Law School
  • Admitted to the Philippine Bar in 1977
  • Master of Laws – Georgetown University Law Center, Washington, D.C.

Other Directorships in Reporting/Listed Companies

  • Asia United Bank Corporation
  • Cosco Capital, Inc.

Other Information:

  • 100 Top Lawyers in the Philippines – Asia Business Law Journal
  • Tax Lawyer of the year Nominee, Southeast Asia – Legal 500

Marife B. Zamora

Independent Director

Filipino, 73, Female
Date of First Appointment: April 30, 2025

Key positions in various companies:

  • Independent Director – SM Investments Corporation
  • Director – Smart Communications, Inc.
  • Director – Digitel Philippines
  • Director – MediaQuest Holdings Inc.,
  • Chairman of the Board – WTW Insurance & Reinsurance Brokers Inc. Philippines
  • Independent Director – Pru Life Insurance Corporation of U.K.
  • Trustee – FTW (For The Women) Foundation
  • Co-Founder of the Filipina CEO Circle

Other previous key positions and appointments:

  • Director – PLDT Inc.
  • Director – Cemex Holdings Phils. Inc.
  • Trustee – Asian Institute of Management
  • Trustee – ABS CBN Foundation Inc.
  • Chairman – Convergys Philippines Services Corporation
  • Managing Director – Convergys Corporation Asia Pacific, Europe, Middle East and Africa
  • Country Manager – Convergys Philippines
  • Managing Director – Headstrong Philippines Inc.
    Various Sales, Marketing and Management positions – IBM Philippines

Relevant Educational background and other training:

  • Bachelor of Arts major in Math and History – College of the Holy Spirit
  • Bachelor of Science Pre-Med – University of the Philippines
  • Advance Management Program – Wharton Aresty Institute of Executive Education,
    University of Pennsylvania

Other Information:

  • 3rd woman President and the 68th President – Management Association of the Philippines
  • President – Philippine Software Association
  • Vice President – American Chamber of Commerce of the Philippines
  • Board Member – Contact Center Association of the Philippines
  • President – UP Sigma Delta Phi Alumni Association
  • Global Filipino Executive of the Year – Asia CEO Awards
  • Woman STARpreneur Award – ‘Go Negosyo’
  • 100 Most Influential Filipino Women in the World – Filipina Women’s Network
  • Mariang Maya Award – UP Sigma Delta Phi
  • Babae Trailblazer Award – Women’s Business Council Philippines

Other Directorships in Reporting/Listed Companies: None

Skill Set Matrix of the Directors:

Chairman / Independent DirectorVice ChairpersonVice ChairmanDirectorDirectorIndependent DirectorIndependent DirectorIndependent DirectorIndependent Director
Course/ DegreeBachelor of Arts in Economics and Master's in Public Policy and Administration (Development Economics)Bachelor of Arts and Science in Commerce, major in ManagementBachelor of Arts and Science in Commerce, major in ManagementBachelor of Science in Commerce, major in FinanceBachelor of Science in Business Management and a Master's in Business Administration ProgramBachelor of Arts in Psychology, Bachelor of Laws and Master of
Laws
Bachelor of Arts in Economics and a Master's in Development
Economics
Bachelor of Science in Management Engineering and Mathematics and Master's in Business AdministrationBachelor of Arts major in Math and History: Bachelor of Science Pre-Med
Amando M. Tetangco Jr.Teresita T. SyHenry T. Sy Jr.Harley T. SyFrederic C. DyBuncioLily K. GrubaRamon M. LopezRobert G. VergaraMarife B. Zamora
Accounting
Audit
Internal Control
Banking
Treasury
Corporate Governance
Finance
Management / Operations
Retail
Risk Management
Sales/ Marketing
Anti-Money
Laundering / Data
Privacy
Investments
Sustainability
Property management
Legal
-
-
-
-
-
-
-
-
Gender Diversity
-
-
-
-
-
-

Board Performance and Attendance

Know about our 2025 Board Committees as disclosed

Per our Manual on Corporate Governance, the Board should meet at least six (6) times annually. For the year 2025, there were nine (9) meetings conducted of which 100% attendance was achieved. The Board meetings are scheduled before the start of the financial year to encourage higher participation. Special board meetings
may be called by the Chairman, the President or Corporate Secretary at the request of any two (2) directors. A director’s absence or non-participation for whatever reason in more than 50% of all meetings, both regular and special, in a year may be a ground for temporary disqualifiation in the succeeding election. Furthermore, non-executive directors meet at least once annually without any executive directors or representatives of Management present, and also hold a separate meeting with the external auditors, likewise without executive directors or Management present.

2025 meetings and Attendance
DirectorMeetings AttendedPercentage Present (%)
Amando M. Tetangco, Jr.9/9100
Teresita T. Sy9/9100
Henry T. Sy, Jr.9/9100
Harley T. Sy9/9100
Frederic C. DyBuncio9/9100
Robert G. Vergara9/9100
Ramon M. Lopez9/9100
Lily K. Gruba9/9100
Marife B. Zamora*6/6100

*Ms. Marife B. Zamora was elected on April 30, 2025 as Independent Director, replacing Ms. Tomasa H. Lipana. Ms. Lipana attended the Board meetings held on January 22, February 7 and 28, 2025.

Board Committees

To address specific tasks and responsibilities, the Board adopted six (6) board committees, namely the Executive Committee, the Audit Committee, the Related Party Transaction Committee, the Compensation Committee, the Risk Management Committee, and the Corporate Governance and Sustainability Committee.

Each committee has a Charter, which defines i s composition, roles and responsibilities in line with the provisions found in the Manual on Corporate Governance and pertinent regulations. The Charters include administrative provisions on the conduct of meetings and proceedings, reportorial responsibilities and provide the standards for evaluation of the respective committee performance. The Charters are posted on the Company’s website.

The Executive Committee

Executive Committee
OfficeName
Chairperson (NED)Teresita T. Sy
Member (ED)Harley T. Sy
Member (ED)Frederic C. DyBuncio

The Executive Committee is composed of both executive and non-executive directors and acts on behalf of the Board during the interim periods between Board meetings. The Committee meets, at least, on a monthly basis to assist the Board in overseeing the implementation of strategies, set and monitor the Company’s performance goals and foster the sharing and dissemination of best practices in all areas of the business group. The Executive Committee also defines the group-wide policies and action, relating to sustainable development, including environment, health and safety, internal communications, innovation and research and technology and purchasing.

Learn more through the

Corporate Governance and Sustainability Committee

The Corporate Governance and Sustainability Committee is tasked to assist the Board in its corporate governance and sustainability-related responsibilities, such as but not limited to, economic, environmental, social and governance (EESG) matters, climate change, Anti-Money Laundering Act, information technology, risk and social impacts related to sustainability reporting. The Committee also performed the review and evaluation of the qualifi ations of all candidates nominated to the Board of Directors, and those nominated to positions that require Board approval under the Company’s By-Laws. The Committee is composed entirely of non-executive and independent directors.

Corporate Governance and Sustainability Committee
2025 Meetings and Attendance*
OfficeName2/263/148/4
Chairperson (ID)Amando M. Tetangco, Jr.
Member (ID)Ramon M. Lopez
Member (ID)Robert G. Vergara
Member (ID)Lily K. Gruba-

*Ms. Tomasa H. Lipana served as an Independent Director and a member of the Corporate Governance and Sustainability Committee until April 30, 2025.

She attended meetings held on February 26 and March 14, 2025.

The Compensation Committee

The Compensation Committee is tasked with the oversight of policies on salaries and benefits, as well as promotions and other forms of career advancement. The Committee is composed of three (3) non-executive directors, two (2) of whom are independent directors, and meets at least twice during the year.

Compensation Committee
2025 Meetings and Attendance
OfficeName4/3011/10
Chairperson (NED)Teresita T. Sy
Member (ID)Amando M. Tetangco, Jr.
Member (ID)Lily K. Gruba

Learn more through the

Board Remuneration

The annual compensation paid to each director is disclosed annually in the Definitive Information Statement sent to shareholders as publicly disclosed and posted on the Company website, together with the Notice of the Annual Stockholders’ Meeting. Each member of the Board received PHP5.4 million for the year 2025 except for any outgoing and newly elected Director whose remuneration is pro-rated. As such, Ms. Marife B. Zamora received PHP3.6 million for the year 2025 as she was elected as Independent Director on April 30, 2025.

There is no distinction on the fee for a committee chairman and member. Other than these fees, the non-executive directors do not receive any share options, profi sharing, bonus, or other forms of emoluments. As part of the Code of Ethics, grants or loan arrangements extended to Directors and Officers by the Company
and/or its subsidiaries and/or affili es are prohibited unless covered by the requisite approval from the Board of Directors and are done at arms’ length and at fair market rates. No director shall be involved in deciding his own remuneration during his incumbent term. Any change in the remuneration structure of directors shall be subject to the approval by the Company’s stockholders during the stockholders’ meeting.

The Risk Management Committee

The Risk Management Committee is responsible for the oversight of the Company’s Enterprise Risk Management (ERM) system. The Committee is composed entirely of non-executive and independent directors, including the Chairman. Per the Committee’s charter, at least one (1) of its members must have relevant knowledge and experience on risk and risk management. The Committee Chairman, Mr. Robert G. Vergara does not serve as the chairman of any of the other board committees.

Risk Management Committee
2025 Meetings and Attendance
OfficeName8/411/10
Chairperson (ID)Robert G. Vergara
Member (ID)Amando M. Tetangco, Jr.
Member (ID)Lily K. Gruba
Member (ID)Marife B. Zamora*

*Ms. Marife B. Zamora was elected as Independent Director and appointed as a member of the Risk Management Committee on April 30, 2025.

The Related Party Transaction Committee

The Related Party Transaction Committee reviews all material related party transactions of the Company and ensures that said transactions are conducted reasonably and at arms’ length. The Committee is composed of three (3) non-executive and independent directors, including the Chairman. The disclosure on the details of related party transactions including name, relationship, and nature, among others, are in Note 21 of the Notes to the Consolidated Financial Statements.

Related Party Transaction Committee
2025 Meetings and Attendance
OfficeName2/2610/15
Chairperson (ID)Ramon M. Lopez
Member (ID)Robert G. Vergara
Member (ID)Marife B. Zamora*-

*Ms. Marife B. Zamora was elected as an Independent Director on April 30, 2025, replacing Mr. Amando M. Tetangco, Jr. (ID) as a member of the Related Party Transactions Committee. Mr. Tetangco attended the committee meeting held on February 26, 2025.

The Audit Committee

The Audit Committee exercises the Board’s oversight of the Company’s financial reporting, internal control system, internal and external audit processes and compliance with applicable laws, rules and regulation. The Committee pursuant to its Charter, and so authorized by the Board, also recommends and evaluates the performance of the external auditor. The Committee is composed of four (4) non-executive and independent directors, including the Chairperson. Its members possess relevant background, knowledge, skills and experience in areas of accounting, audit and finance.

The Committee meets at least four (4) times during the year. The Chairperson of the Audit Committee, Atty. Lily K. Gruba, does not serve as the chairperson of any of the other board committees. More information on the Committee’s activities are discussed in the Audit Committee Report included in this report.

Audit Committee
2025 Meetings and Attendance
OfficeName2/262/285/58/411/10
Chairperson (ID)Lily K. Gruba*
Member (ID)Ramon M. Lopez
Member (ID)Amando M. Tetangco, Jr.
Member (ID)Marife B. Zamora**-

*Atty. Lily K. Gruba was appointed as Chairperson of the Audit Committee on April 30, 2025. Ms. Tomasa H. Lipana served as the Chairperson until April 30, 2025 and attended the Audit Committee meetings held on February 26 and February 28, 2025.

** Ms. Marife B. Zamora was elected on April 30, 2025 as an Independent Director.


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