SM Investments Corporation’s Board of Directors set the tone from top
and uphold the highest standard of excellence and integrity.
Board and Management
The Board is composed of eight (8) highly qualified directors, majority of whom are non-executive directors. The Board ensures that it has an appropriate mix of competence and expertise and that its members remain qualified for their positions individually and collectively, which enables it to fulfill its roles and responsibilities and respond to the needs of the organization based on the evolving business environment and strategic direction.
Board Performance and Attendance
In accordance with the Manual on Corporate Governance, the Board meets at least six (6) times annually. Board meetings are scheduled a year in advance 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 disqualification in the succeeding election. Furthermore, non-executive directors meet at least once a year, without any executive directors or representatives of Management present. “Board papers and other materials used during Board meetings are distributed to the relevant parties at least one (1) week or five (5) business days before the actual meeting.”
|Director||Regular (1)||Regular (2)||ASM||Organizational||Special (3)||Special (4)||Regular (5)||Regular (6)||%|
|Jose T. Sio||√||√||√||√||√||√||√||√||100|
|Teresita T. Sy||√||√||√||√||√||√||√||√||100|
|Henry T. Sy, Jr.||√||√||√||√||√||√||√||√||100|
|Frederic C. DyBuncio||√||√||√||√||√||√||√||√||100|
|Harley T. Sy||√||√||√||√||√||√||√||√||100|
|Joseph R. Higdon*||√||√||√||√||n/a||n/a||n/a||n/a||100|
|Tomasa H. Lipana||√||√||√||√||√||√||√||√||100|
|Alfredo E. Pascual||√||√||√||√||√||√||√||√||100|
|Robert G. Vergara*||n/a||√||√||√||√||√||√||√||100|
Board and Management
To address specific tasks and responsibilities, the Board adopted six (6) board committees, namely the Executive Committee, the Audit Committee, the Risk Management Committee, the Related Party Transactions Committee, the Corporate Governance Committee, and the Compensation Committee. Each committee has a Charter which defines its composition, roles and responsibilities based on the provisions found in the Manual on Corporate Governance. 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 disclosed via the Company’s website and may be viewed and downloaded.
|The Executive Committtee|
|Chairperson (NED)||Teresita T. Sy-Coson|
|Member (NED)||Harley T. Sy|
|Member (NED)||Frederic C. Dybuncio|
|Adviser||Joe T. Sio|
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 every week to assist the Board in overseeing the implementation of strategies, set and monitor the Company’s performance 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 actions, relating to sustainable development, including environment, health and safety, internal communications, innovation and research and technology and purchasing.
|The Corporate Governance Committee|
|Current Committee Office||Director||2/28/19||4/24/19|
|Chairman (ID)||Joseph R. Higdon*||√||√|
|Member (ID)||Alfredo E. Pascual*||√||√|
|Member (ID)||Tomasa H. Lipana||√||√|
|Member (ID)||Robert G. Vergara**||n/a||n/a|
**Mr. Robert G. Vergara was appointed to this committee immediately following the April 24, 2019 meeting.
The Corporate Governance Committee is tasked to assist the Board in its corporate governance related responsibilities, while also performing the review and evaluation of the qualifications of all candidates nominated to the Board of Directors, and those nominated to positions that require Board approval under the Company’s By-Laws. Professional search firms and/or external sources are used to find qualified candidates suited to serve on the Company’s Board. During the nomination period of 2016, SMIC requested the Institute of Corporate Directors (ICD) to provide a list of potential candidates to its Board. Included in the list was Ms. Tomasa H. Lipana, who was subsequently elected as an independent director of SMIC. This is also in line with the Company’s Board Diversity Policy, which states “We will strive to have at least one (1) woman independent director sit in our Board at all times.” SMIC again engaged the ICD to provide a list of potential candidates to the Board in 2017. Mr. Alfredo E. Pascual was subsequently elected as independent director of SMIC. The Company engaged the ICD again in 2019, but did not select an independent director from those that were shortlisted.
Through the Corporate Governance Committee, the Board conducts an annual performance evaluation of the Board, the Board Committees, individual directors and the Company’s President. The evaluation criteria is based on the duties and responsibilities of the Board of Directors, Board Committees, individual directors and the President as provided for by SMIC’s By-Laws, Manual on Corporate Governance and respective Board Committee Charters. Directors are asked to rate the performance of the collective Board, the Board Committees, themselves as directors and the Company’s President. For more information on this Committee, you may click here to view its Charter.
|The Audit Committee|
|Chairperson (ID)||Tomasa H. Lipana||√||√||√||√||√||√|
|Member (ID)||Alfredo E. Pascual||√||√||√||√||√||√|
|Member (NED)||Jose T. Sio||√||√||√||√||√||√|
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 is composed of three (3) non-executive directors, majority of whom, including the Chairperson, are independent directors. The Committee members each possess relevant background, knowledge, skills and/or experience in areas of accounting, auditing and finance. The Chairperson of the Audit Committee, Ms. Tomasa H. Lipana, is a certified public accountant and does not serve as the chairperson of any of the other board committees. For more information on this Committee, you may click here to view its Charter.
|The Compensation Committee|
|Chairperson (NED)||Teresita T. Sy-Coson||√||√|
|Member (ID)||Joseph R. Higdon*||√||n/a|
|Member (ID)||Alfredo E. Pascual*||n/a||√|
|Member (NED)||Jose T. Sio||√||√|
The Compensation Committee is tasked with the oversight ofpolicies on salaries and benefits, as well as promotions and other forms of career advancement. The Committee is composed of three (3) directors, one (1) of whom is an independent director. For more information on this Committee, you may click here to view its Charter.
|The Risk Management Committee|
|Chairman (ID)||Robert G. Vergara||√||√|
|Member (ID)||Alfredo E. Pascual||√||√|
|Member (NED)||Jose T. Sio||√||√|
The Risk Management Committee is responsible for the oversight of the Company’s Enterprise Risk Management (ERM) system. The Committee is composed of three (3) non-executive directors, majority of whom, including the Chairman, are independent directors. 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. For more information on this Committee, you may click here to view its Charter.
|The Related Party Transactions Committee|
|Chairman (ID)||Alfredo E. Pascual||√|
|Member (ID)||Robert G. Vergara||√|
|Member (NED)||Jose T. Sio||√|
The Related Party Transactions Committee reviews all material related party transactions of the Company and ensures that said transactions are conducted at arms’ length. The Committee is composed of three (3) non-executive directors, majority of whom, including the Chairman, are independent directors. For more information on this Committee, you may click here to view its Charter.