The Board has constituted three committees to support it in its corporate governance functions: the Nomination Committee, the Compensation Committee, and the Audit and Risk Management Committee.

  
The Nomination Committee pre-screens and shortlists all candidates nominated to the Board in accordance with the provisions of SM Prime's Manual on Corporate Governance on the qualifications and disqualifications of directors. The Nomination Committee is     composed of two members of the Board, one of whom is an independent director, and an Executive Officer.

 
The Compensation Committee is tasked to establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors. The Committee also develops and reviews policies on conflict of interest, salaries and benefits, promotion and career advancement. The Compensation Committee is composed of two members of the Board, one of whom is an independent director, and an Executive Officer.           

 
The Audit and Risk Management Committee checks all financial reports for compliance with applicable financial reporting standards and regulatory requirements. It also performs oversight financial management functions, specifically on risk management and internal control functions. It further evaluates and approves the plans of the internal and external auditors. It aims to elevate to international standards the company's accounting and auditing processes, practices and methodologies, and develop a transparent financial management system to ensure the integrity of internal control activities. 

 
The Audit and Risk Management Committee Charter requires that the Committee should have at least three and no more than six members of the Board, three of whom shall have a good understanding of finance and financial competency in such area, and one of whom shall be an independent director. The chairman of the Committee is an independent director, Mr. Jose L. Cuisia, Jr., in compliance with the requirements of the Manual on Corporate Governance.

 

 

Hans T. Sy -Chairman
Gregorio U. Kilayko -Member (Independent Director)

Joselito H. Sibayan-  Memeber (Independent Director)
 

Herbert T. Sy- Chairman

Jose L. Cuisia, Jr.- Member (Independent Director)

Gregorio U. Kilayko -Member (Independent Director)

 

Jose L. Cuisia, Jr.-Chairman (Independent Director)
Gregorio U. Kilayko-Member (Independent Director)

Senen T. Mendiola-Member

Jose T. Sio -Member

Corazon I. Morando Member
Serafin U. Salvador Member

Charters
 

In July 2009, the Remuneration and Nomination Committees of the SM Prime Board of Directors adopted their respective committee charters. The Charters lay down the Committee's composition, roles and responsibilities, as culled from the company's Manual on Corporate Governance. The Charters also         include administrative provisions on conduct of proceedings, reporting to the Board of Directors and Committee advisors.

The SM Prime Audit and Risk Management Committee also has an existing charter. For a summary of the SM Prime Audit and Corporate Governance Committee Charter, please refer to the section on The Role of Audit in this website.