Board Committees

The Board has established six (6) committees to aid in the performance of its duties. Each committee has adopted a Charter, which defines its composition, roles and responsibilities based on the provisions found in the Manual on Corporate Governance.
 
The Compensation Committee
 
Members Designation Directorship
Gregorio U. Kilayko Chairman Independent
Hans T. Sy Member Executive
Joselito H. Sibayan Member Independent
 
The Compensation Committee provides oversight on the compensation and benefits of the Company's officers and directors. It ensures that the compensation structure is aligned with the Company’s culture, strategy and control environment, and the amount of compensation is in a sufficient level to attract and retain directors and officers who are needed to run the Company successfully. 
 
The Nomination Committee
 
Members Designation Directorship
Joselito H. Sibayan Chairman Independent
Jose L. Cuisia, Jr. Member Independent
Gregorio U. Kilayko Member Independent
 
The Nomination Committee pre-screens and shortlists candidates nominated by stockholders for election to the Company's Board of Directors in accordance with the qualifications and disqualifications provided in the Revised Manual on Corporate Governance. The Nomination Committee assesses relevant experiences, competencies and track record of candidates in light of the strategic goals and objectives of the Company. 
 
The Nomination Committee also facilitates the annual performance evaluation of the President and directors, Board Committees and the Board as collective body. 
 
The Audit Committee
 
Members Designation Directorship
Jose L. Cuisia, Jr. Chairman Independent
Gregorio U. Kilayko Member Independent
Joselito H. Sibayan Member Independent
Jorge T. Mendiola Member Non-Executive
 
The mandate for the Audit Committee includes the review of the Company’s financial reports and subsequent recommendation to the Board for approval, as well as the review of SM Prime’s internal control systems, its audit plans and auditing processes.  
 
The Risk Oversight Committee
 
Members Designation Directorship
Jose L. Cuisia, Jr. Chairman Independent
Gregorio U. Kilayko Member Independent
Joselito H. Sibayan Member Independent
Jorge T. Mendiola Member Non-Executive
 
The Risk Oversight Committee assists and advises the Board of Directors in fulfilling its oversight responsibilities to ensure the quality and integrity of the Company’s business and financial risk profile, risk management system and accomplishment of its objectives, and oversees the Company’s process for monitoring compliance with policies, laws and regulations, and the Code of Ethics.  
 
The Related Party Transactions Committee
 
Members Designation Directorship
Joselito H. Sibayan Chairman Independent
Jose L. Cuisia, Jr. Member Independent
Gregorio U. Kilayko Member Independent
 
The Related Party Transactions Committee is responsible for reviewing and approving related party transactions in accordance with the Related Party Transactions Policy.  
 
The Executive Committee
 
Members Designation
Hans T. Sy Chairman
Henry T. Sy, Jr. Member
Herbert T. Sy Member
Elizabeth T. Sy Member
Jeffrey C. Lim Member
John Nai Peng C. Ong Member
 
The Executive Committee functions when the Board of Directors is not in session. Generally, the committee is responsible for assisting the Board in overseeing the implementation of strategies and long-term goals, reviewing major issues facing the organization, monitoring the operating activities of each business group, and defining and monitoring the Company's performance improvement goals. 

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