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.

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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

The Board ensures that it has an appropriate mix of competencies and expertise and that its members remain qualified for their positions individually and collectively, which enable the Board to fulfill its roles and responsibilities and respond to the needs of the organization based on the evolving business environment and strategic direction set forth. The Company has complied with the Guidelines set forth by the Securities Regulation Code (SRC) Rule 38 regarding the Nomination and Election of Independent Director. The Company’s By-Laws incorporate the procedures for the nomination and election of independent director/s in accordance with the requirements of the said Rule.

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Chairman Emeritus

Henry Sy, Sr. ✝︎

Chairman Emeritus

Jose T. Sio

Chairman Emeritus

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