Corporate Governance
SM Investments receives back-to-back 5 Golden Arrow Award for exemplary corporate governance
SM Investments Corporation (SM Investments), the parent company of the SM group once again earned the prestigious 5 Golden Arrow Award from the Institute of Corporate Directors (ICD), marking its second consecutive year of achieving the highest distinction in corporate governance excellence.
SM companies among Top 5 in ASEAN good governance
The Association of Southeast Asian Nations (ASEAN) Capital Market Forum (ACMF) recognized SM Investments Corporation, the parent firm of the SM group, and its property arm, SM Prime Holdings, Inc. among the Top 5 Philippine publicly listed companies (PLCs) and Top 50 ASEAN PLCs.
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 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.
Amando M. Tetangco, Jr.
Chairman of the Board
Independent Director
Teresita T. Sy
Henry T. Sy, Jr.
Board/Non-Executive Director
Harley T. Sy
Frederic C. DyBuncio
Ramon M. Lopez
Robert G. Vergara
Lily K. Gruba
Independent Director
Marife B. Zamora
Independent Director
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 Attendance
Know more about the 2025 Board Committees as disclosed.
In accordance with the Manual on Corporate Governance, the Board meets at least six (6) times annually. 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 disqualification 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. 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.
For the year 2025, there were nine (9) Board meetings held, of which 100% attendance was achieved as reflected in the table below:
2025 meetings and Attendance |
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|---|---|---|
| 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 assist the Board of Directors in the execution of its responsibilities, the Board has established several committees. Members of the different committees are appointed by the Board during the annual organizational meeting, taking into account the mix of skills, expertise and experience of the members 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 Transaction Committee, the Corporate Governance and Sustainability 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, applicable law and regulatory requirements, and corporate governance best practices. 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 available through the Company’s website and may be viewed and downloaded.
The tables below reflect the 2025 Board Committee meetings and attendance of Committee members. The 2025 Board Committees were elected/appointed at the Organizational Board Meeting and disclosed accordingly.
Executive Committee |
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|---|---|
| Office | Name |
| Chairperson (NED) | Teresita T. Sy |
| Member (ED) | Harley T. Sy |
| Member (ED) | Frederic C. DyBuncio |
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, oversight on policies, strategies, initiatives and activities related thereto, climate change, anti-money laundering act, information technology, risk and social impacts in sustainability reporting. The Committee also performs 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. The Committee also assists the Board in the management of sustainability, economic, environmental, social and governance (EESG) matters. The Committee meets at least twice during the year. In 2025, the Committee met three (3) times.
Professional search firms and/or external sources are used to find qualified candidates suited to serve on the Company’s Board. As such, SMIC engaged the Institute of Corporate Directors (ICD) for this purpose and Ms. Tomasa H. Lipana was subsequently elected as an independent director in 2016. This is also in line with the Company’s Board Diversity Policy, which states that the Company strives “to have at least one (1) woman independent director sit in our Board at all times.” The Committee is composed entirely of independent directors.
Through the Corporate Governance and Sustainability Committee, the Board conducts an annual performance evaluation of the collective Board, the Board Committees, individual directors, the Company’s Chairman of the Board, the President, and selected key officers. The evaluation criteria are based on the duties and responsibilities of the Board of Directors, the Board Committees, individual directors, the Chairman of the Board, the President, and the heads of the control functions (Chief Audit Executive, Chief Risk Officer, and Chief Compliance Officer) pursuant to 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, the Company’s Chairman of the Board, the President, and key officers. Discussion on the Board evaluation can be found below.
Corporate Governance and Sustainability Committee |
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|---|---|---|---|---|
2025 Meetings and Attendance* |
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| 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 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) directors with a majority of independent directors. The Committee meets at least twice during the year. In 2025, the Committee met twice.
The Compensation Committee establishes a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors, and provides oversight over remuneration of senior management and other key personnel, ensuring that compensation is consistent with the Company’s culture, strategy and control environment. The remuneration structure of SMIC is composed of fixed remuneration, benefits, performance bonus and long term incentives. The variable component of the remuneration increases as one gets higher in the corporate ladder, which applies to all employees, including the executive directors. SMIC disallows any director to decide his/her own remuneration.
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 | ✓ | ✓ |
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) independent directors, including the Chairman. Per the Committee’s Charter, at least one (1) of its members has 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 |
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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 Transactions Committee reviews all material related party transactions of the Company and ensures that said transactions are conducted fairly and at arms’ length. The Committee is composed entirely of non-executive and independent directors, including the Chairman. The disclosure on the details of related party transactions for the year 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 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 entirely of 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 Chairperson of the Audit Committee, Atty. Lily K. Gruba, does not serve as the chairperson of any of the other board committees. The Committee meets at least four times during the year. In 2025, the Committee met five times.
Audit Committee |
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|---|---|---|---|---|---|---|
2025 Meetings and Attendance |
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| 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.
Board Performance and Evaluation
Through the Corporate Governance and Sustainability Committee, the Board conducts an annual performance evaluation of the collective Board, Board Committees, individual directors, the Company’s Chairman of the Board, President and selected officers. The evaluation criteria are based on the duties and responsibilities of the Board of Directors, Board Committees, individual directors, Chairman of the Board, President and the heads of the control functions (Chief Audit Executive, Chief Risk Officer and Chief Compliance Officer) as provided for by SMIC’s By-Laws, Manual on Corporate Governance and respective Board Committee Charters.
Directors are asked to rate the annual performance of the respective bodies and individuals, as well as identify areas for improvement, such as the quality and timeliness of information provided to them, the frequency and conduct of regular, special or committee meetings, their accessibility to Management, the Corporate Secretary and Board Advisors as well as training/continuing education programs or any other forms of assistance that they may need in the performance of their duties. The Board then reviews the results of the evaluation and agree on action plans to address the issues raised. The forms used for the evaluation may be viewed via the Company’s website. Board evaluation is also discussed in the Company’s Definitive Information Statement. Every three (3) years, the annual board evaluation is conducted by a third-party facilitator.
Board and Key Officers Trainings and Continuing Education Program
The Board of Directors and key officers are encouraged to attend on-going or continuous professional education programs pursuant to Company policy and prevailing regulatory requirements. Attendance to these seminars and training programs accredited by the Securities and Exchange Commission (SEC) are properly disclosed.
In 2025, members of the Board of Directors participated in various corporate governance seminars and training programs. On July 25, members of the Board of Directors attended a seminar organized by BDO Unibank, Inc. On October 3, members of the Board of Directors and key officers participated in a corporate governance seminar conducted by the Institute of Corporate Directors (ICD).
Disclosures and Transparency
View SMIC’s latest corporate disclosures in accordance with the disclosure rules of the Securities and Exchange Commission, the Philippine Stock Exchange, applicable law and corporate governance best practice.
SMIC – Share Buy-back Transactions (May 6, 2026)
SMIC – Share Buy-back Transactions (May 5, 2026)
SMIC – Share Buy-back Transactions (May 4, 2026)
Definitive Information Statement (SEC Form 20-IS)
Annual Report (SEC Form 17-A)
Quarterly Report (SEC Form 17-Q)
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Quarterly Report (SEC Form 17-Q) as of Sept 30, 2025
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Quarterly Report (SEC Form 17-Q) as of Jun 30, 2025
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Quarterly Report (SEC Form 17-Q) as of March 31, 2025
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Quarterly Report (SEC Form 17-Q) as of 30 September 2024
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Quarterly Report (SEC Form 17-Q) as of 30 June 2024
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Quarterly Report (SEC Form 17-Q) as of 31 March 2024
General Information Sheet (GIS)
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SMIC – 2025 Amended General Information Sheet as of April 14, 2026
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SMIC – 2025 Amended General Information Sheet as of April 6, 2026
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SMIC – 2025 Amended General Information Sheet as of February 19, 2026
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SMIC – 2025 Amended General Information Sheet as of February 12, 2026
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SMIC – 2025 Amended General Information Sheet as of February 5, 2026
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SMIC – 2025 Amended General Information Sheet as of January 28, 2026
Audit and other Corporate Governance Documents
Statement of Changes in Beneficial Ownership of Securities (SEC Form 23-A/B)
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SMIC – Statement of Changes in Beneficial Ownership of Securities (SEC Form 23-B) as of April 2026 - SMPH
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SMIC – Statement of Changes in Beneficial Ownership of Securities (SEC Form 23-B) as of February 2026 - SMPH
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SMIC – Statement of Changes in Beneficial Ownership of Securities (SEC Form 23-B) as of January 2026 - SMPH
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SMIC – Statement of Changes in Beneficial Ownership of Securities (SEC Form 23-B) as of December 2025 - SMPH
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SMIC – Statement of Changes in Beneficial Ownership of Securities (SEC Form 23-B) as of October 2025 - SMPH
Corporate Information and Documents
Corporate Governance Policies
SMIC’s corporate governance is built around key principles of fairness, integrity, accountability, transparency, and stakeholder engagement. These guide how the company interacts with shareholders, investors, customers, employees and other stakeholders, and are designed to support long-term growth, shareholder value, a sustainable business, and trust throughout the organization.
Employee Welfare
In line with its mission and vision, SMIC strives to be an employer of choice and provides for the health, safety and welfare of its employees. The Company has established policies and programs that promote a safe and healthy work environment that caters to all cultures and creeds and encourages employee development and growth.
Code of Ethics
The Code of Ethics states the principles that guide SMIC’s Directors, officers and employees in the performance of their duties and responsibilities, and in their transactions with investors, creditors, customers, contractors, suppliers, regulators and the general public.
Insider Trading Policy
Directors, officers and employees are prohibited from trading in SMIC shares during the period within which a material non-public information (MNPI) is obtained, five (5) trading days before and two (2) trading days after the disclosure of any material, stock price-sensitive information. The GRC Team issues reminders of the trading restriction period or the “blackout period”, before the release of financial reports or the disclosure of other material information to ensure compliance with the policy. Covered persons are prohibited from trading the Company’s shares for as long as they possess MNPI until such information has been publicly disclosed. All covered persons stated in the Policy are required to report their dealings in company shares within three (3) business days of the transaction for proper and timely disclosure.
Related Party Transactions
SMIC discloses the nature, extent and information on transactions with related parties in the Company’s financial statements and quarterly and annual reports. The Related Party Transaction Committee is tasked to review all related party transactions and ensure that these are conducted at arm’s length, and at fair market prices.
Conflict of Interest Policy
SMIC’s Conflict of Interest Policy defines a conflict as a situation wherein a director, officer or employee has or appears to have a direct or indirect personal interest in any transaction, which may deter or influence him from acting in the best interests of the Company. SMIC also requires its directors and employees to accomplish a Conflict of Interest Declaration at least annually consistent with its commitment to transparency, integrity and accountability. Avoiding conflicts of interest is discussed in the Code of Ethics.
Guidelines on Acceptance of Gifts and Travel Sponsored by Business Partners
Based on the provisions of the Code of Ethics, SMIC’s directors, officers and employees are prohibited from soliciting or accepting gifts, hospitality, and/or entertainment in any form from any business partner. The term gift covers anything of value, such as but not limited to cash or cash equivalent. The Guidelines provide exceptions such as corporate giveaways, tokens or promotional items of nominal value. In the same manner, accepting travel sponsored by any current or prospective business partner is prohibited.
Guidelines on Placement of Advertisements
SMIC issued a policy to prohibit the placement of advertisements in publications that solicit for such ad placement prior to the release of the official results of an awarding process conducted by the publication and where an SM company or director, officer or employee is one of the nominees vying for the award. SM may consider placing advertisements in such publications as part of its overall marketing strategy, but only after the release of the results of the awarding process and where it will not create reasonable doubt that such ad placement influenced in any way an award given to an SM company or director, officer or employee.
Whistleblowing Policy
Under SMIC’s Whistleblowing Policy, whistleblowers may accomplish and submit a report through the dedicated whistleblowing platform managed by an independent third party provider. Concerns reported may include, among others, suspected or actual violations of the Code of Ethics, the Company’s Code of Conduct or any other applicable law or regulation, and any act that may damage the Company’s reputation. Investigation is subject to due process and applicable penalties and sanctions thereafter.
Furthermore, the policy invokes a “No Retaliation” section for reports made in good faith. Requests for anonymity shall be honored, provided that such anonymity does not conflict with legal obligations and necessary actions for the purpose of resolving the reported concern/s.
Policy for Vendor Selection and Purchase of Goods and Services
Existing and potential vendors and suppliers are required to conform to the Company’s Code of Ethics as a pre-requisite for the accreditation process.
Alternative Dispute Resolution System
Ensures that the Company maintains an alternative dispute resolution system to settle conflicts between the Company and its stockholders or other third parties, including regulatory authorities.
Upholding Creditor’s Rights
SMIC upholds the rights of creditors through the timely and accurate disclosure of all material information, such as but not limited to earning results and risk exposures, relating but not limited to loans and loan covenant agreements.
Human Rights Policy
SMIC respects and promotes human rights in accordance with the International Bill of Human Rights, the International Labor Organization Declaration on Fundamental Principles and Rights at Work, and the UN Guiding Principles on Business and Human Rights. We are committed to the principles that all persons should be treated with respect.
Anti-Bribery and Anti-Corruption Policy
SMIC is committed to conducting business in an ethical and honest manner and implementing and enforcing systems that ensure bribery is prevented. The company is committed to acting professionally, fairly, and with integrity in all its business dealings and relationships.
Anti-Discrimination and Anti-Harassment Policy
SMIC is committed to providing a working environment that is safe and free from harassment (including sexual harassment) for all its employees and will not tolerate any form of behavior that is based upon an individual’s sex, sexual orientation, race, ethnicity, national origin, age and religion.
Operational Health and Safety Policy
SMIC is committed to the protection of health, safety and wellbeing of all members of the organization including its subsidiaries. The Company strives to promote a strong and sustainable culture that will facilitate the awareness of risk and the prevention of injury and illness.
Orientations and Trainings
SMIC remains committed to providing its directors, officers a nd employees opportunities for growth and development through its various training and orientation activities. See 2024 Employee Trainings Data, which are discussed in our Sustainability Report.
We support employees’ development and career advancement through the annual performance appraisal review, continuous conversations and feedback, and annual key result area setting. We ensure that our employees are aware of their deliverables, and that performance is being evaluated annually. To strengthen our talent pool, we conduct periodic talent reviews and succession planning to identify employees with potential for our senior management positions. Please see our Succession Planning Policy.
Sustainability Policy
SMIC is committed to and complies with all applicable laws and regulations in all aspects of its operations pertaining to human and labor rights and environmental responsibility. The Company is focused on enhancing the sustainability of its business ecosystem and is actively addressing the climate adaptability and mitigation of its businesses. The sustainability policy is complemented by a Sustainability Management System with operating policies and implementing procedures on 11 material topics that include, among others, climate action, resource management, sustainable supply chain and equal opportunity. Management performance is linked to sustainability metrics. SMIC’s sustainability policy, management system and programs are discussed further in the SMIC Sustainability Report and the SMIC Sustainability Notes aligned with the International Financial Reporting Standards (IFRS) S1, S2 and Global Reporting Initiative (GRI), which are publicly accessible through the Company website.
Enterprise Risk Management
SMIC implements a program of risk management through the identification, analysis, management and monitoring of risks which can most impact the Company’s ability to pursue its approved strategy.
The Board of Directors is tasked to oversee the risk management system of the Company through the Risk Management Committee. Details of the Company’s risk management system may be found on the below link.
- Annual Stockholders’ Meeting
The Annual Stockholders’ Meeting (ASM) provides SMIC shareholders, including minority shareholders, the opportunity to raise concerns, give suggestions, and vote on relevant items set forth in the agenda. SMIC releases its ASM notice at least 28 days before the schedule of the meeting in accordance with applicable law and regulatory issuances and requirements, which includes detailed agenda items, rationale thereof, meeting date, venue and time, proxy validation and other relevant schedules, among others. Voting methods, including real time secure electronic voting in absentia, are clearly defined and explained in accordance with pertinent regulatory requirements and CG standards. Stockholders may vote by personally attending the meeting or through their proxies, or in absentia and pre-cast their votes through the Company’s secure online voting facility for the ASM. The detailed discussion of stockholders’ voting rights and voting procedures are disclosed before the ASM through the Definitive Information Statement alongside the “Guidelines for Remote Participation and Voting in Absentia” appended thereto.
Prior to the ASM, shareholders are furnished a copy of the annual report, including financial statements, the Definitive Information Statement, and all relevant information about matters to be taken up during the meeting. The Company appoints an independent party to count and validate the tabulation of votes at the ASM.
Minutes of the ASM are posted on the Company’s website immediately following the ASM. Such record the agenda items and resolutions made during the meeting, that shareholders were given the opportunity to ask questions, which were addressed and answers were recorded, among other pertinent information pursuant to SEC regulations and other regulatory issuances. To ensure that all shareholders’ concerns are properly addressed, the Chairman of the Board, Board Directors, the President, Board Committee Chairpersons and Members, Management, the Corporate Secretary, Compliance Officer, Internal Auditor and the External Auditors are always present during the ASM.
More information about SMIC’s ASM may be found through the link below.