SM Prime's By-Laws provides for the compensation of the Board of Directors, which is in accordance with the requirement of the Corporation Code that the total yearly compensation of directors, as such, shall not exceed 10% of the net income before income tax of the company during the preceding year.

Members of the Board of Directors receive a per diem of P10,000 (P20,000 for the Chairman and Vice Chairman) for each regular or special Board meeting or Board Committee meeting attended.  Total compensation paid to directors is disclosed annually in the Definitive Information Statement sent to shareholders, together with the Notice of the Annual Stockholders' Meeting.