Board and Management
SM Investments Corporation’s Board of Directors sets the tone from top and upholds the highest standards of corporate governance.
The Board of Directors (Board) is composed of nine (9) highly qualified directors, five (5) or fifty-six percent (56%) of whom are independent directors including the 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 who 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.
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 its members to fulfill their roles and responsibilities and respond to the needs of the organization based on the evolving business environment and strategic direction of the Company. Please see the Board Diversity Policy and Board Matrix.
SMIC has achieved its Board Diversity Target as shown in the Skills Matrix table below. The members have a collective working knowledge and experience in retail, property and banking operations, management, finance, marketing, investments, risk management, accounting, treasury, credit, anti-money laundering, data privacy, internal control, law and sustainability governance. Among the Board members are three (3) female directors, two (2) of whom are independent directors.
Skill Set Matrix of the Directors:
| Chairman / Independent Director | Vice Chairperson | Vice Chairman | Director | Director | Independent Director | Independent Director | Independent Director | Independent Director | |
|---|---|---|---|---|---|---|---|---|---|
| Course/ Degree | Bachelor of Arts in Economics and Master's in Public Policy and Administration (Development Economics) | Bachelor of Arts and Science in Commerce, major in Management | Bachelor of Arts and Science in Commerce, major in Management | Bachelor of Science in Commerce, major in Finance | Bachelor of Science in Business Management and a Master's in Business Administration Program | Bachelor 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 Administration | Bachelor of Arts major in Math and History: Bachelor of Science Pre-Med |
| Amando M. Tetangco Jr. | Teresita T. Sy | Henry T. Sy Jr. | Harley T. Sy | Frederic C. DyBuncio | Lily K. Gruba | Ramon M. Lopez | Robert G. Vergara | Marife 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 |
||
|---|---|---|
| Director | Meetings Attended | Percentage Present (%) |
| Amando M. Tetangco, Jr. | 9/9 | 100 |
| Teresita T. Sy | 9/9 | 100 |
| Henry T. Sy, Jr. | 9/9 | 100 |
| Harley T. Sy | 9/9 | 100 |
| Frederic C. DyBuncio | 9/9 | 100 |
| Robert G. Vergara | 9/9 | 100 |
| Ramon M. Lopez | 9/9 | 100 |
| Lily K. Gruba | 9/9 | 100 |
| Marife B. Zamora* | 6/6 | 100 |
*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 |
|
|---|---|
| Office | Name |
| 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.
Corporate Governance and Sustainability Committee
Corporate Governance and Sustainability Committee |
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|---|---|---|---|---|
2025 Meetings and Attendance* |
||||
| Office | Name | 2/26 | 3/14 | 8/4 |
| 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
Compensation Committee |
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|---|---|---|---|
2025 Meetings and Attendance |
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| Office | Name | 4/30 | 11/10 |
| Chairperson (NED) | Teresita T. Sy | ✓ | ✓ |
| Member (ID) | Amando M. Tetangco, Jr. | ✓ | ✓ |
| Member (ID) | Lily K. Gruba | ✓ | ✓ |
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
Risk Management Committee |
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|---|---|---|---|
2025 Meetings and Attendance |
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| Office | Name | 8/4 | 11/10 |
| 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 |
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|---|---|---|---|
2025 Meetings and Attendance |
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| Office | Name | 2/26 | 10/15 |
| 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 |
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|---|---|---|---|---|---|---|
2025 Meetings and Attendance |
||||||
| Office | Name | 2/26 | 2/28 | 5/5 | 8/4 | 11/10 |
| 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.