The Board of Directors, officers and staff have committed themselves to the principles and best practices contained in the Manual on Corporate Governance, in the belief that good corporate governance is a necessary component of sound strategic business management.    

The Manual establishes the company's compliance system and plan of compliance.  It states that compliance with the principles of good corporate governance starts with the Board of Directors.  To this end, a director must act in a manner characterized by transparency, accountability and fairness.  The Manual further enumerates the general responsibilities and specific duties and functions of the Board, as well as those of the Board Committees, Corporate Secretary, and the external and internal auditors.

The Manual mandates the conduct of communication and training programs on corporate governance.  It further provides for the rights of all shareholders and the protection of the interests of minority stockholders.  The Manual likewise sets the penalties for non-compliance with its provisions. 

In March 2010, SM Prime Holdings, Inc. revised its Manual on Corporate Governance, in accordance with the SEC Revised Code of Corporate Governance.  The significant changes to the Manual are summarized as follows: