The Board has established five (5) 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 Revised Manual on Corporate Governance.

Designation Members Directorship
Chairperson Hans T. Sy Non-Executive
Member Henry T. Sy, Jr. Non-Executive
Member Jeffrey C. Lim Executive
Member Herbert T. Sy Non-Executive
Member Elizabeth T. Sy Non-Director
Member John Nai Peng C. Ong Non-Director
Member Chris Noel E. Torres Non-Director

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. For more information on this Committee, you may click here to view its Charter.

 

 

Name Directorship February 17, 2025 April 29, 2025 August 4,2025 November 11,2025 Percentage
Chairperson Amando M. Tetangco, Jr. Independent 100%
Member Atty. Darlene Marie B. Berberabe* Independent 100%
Member Estela M. Perlas – Bernabe** Independent 100%
Member J. Carlitos G. Cruz Independent 100%
Member Jorge T. Mendiola*** Non-Executive 100%
Adviser Jose T. Sio Non-Director 100%

*Atty. Darlene Berberabe’s term ended following her appointment as Solicitor General of the Philippines

**Ms. Estela M. Perlas Bernabe was elected to the SMPH Board and became a member of the Audit Committee on August 15, 2025

***Mr. Mendiola was a member of the Audit Committee until April 29, 2025

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. For more information on this Committee, you may click here to view its Charter.

The Committee, through the Internal Audit Department, assists the Company in accomplishing its vision, mission and objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the organization’s risk management, control, and governance processes. Click here for the Revised Internal Audit Charter.

Designation Name Directorship February 17, 2025 April 29, 2025 August 4,2025 August 14,2025 November 11,2025 Percentage
Chairperson Estela M. Perlas – Bernabe* Independent 100%
Member Atty. Darlene Marie B. Berberabe** Independent 100%
Member J. Carlitos G. Cruz Independent 100%
Member Amando M. Tetangco, Jr. Independent 100%

* Ms. Estela M. Perlas-Bernabe was elected to the SMPH Board and became of the Corporate Governance and Sustainability Committee on August 15, 2025 to serve the unexpired term of Atty. Darlene Marie B. Berberabe

**Atty. Darlene Marie B. Berberabe’s term ended following her appointment as Solicitor General of the Philippines

 

The Corporate Governance and Sustainability Committee is tasked to ensure the Board’s effectiveness and due observance of sound corporate governance principles and policies. The Committee believes that prudent and effective corporate governance practices constitute the foundation of the Company’s strength and long-term existence to enhance and maximize long-term shareholder value. The Corporate Governance and Sustainability Committee, through the use of a Board Matrix, also ensures that the Board has an appropriate mix of directors to fulfill its roles and responsibilities and respond to the needs of the organization based on the evolving business environment and strategic direction. Further, the Company referred to external sources in the last financial year which includes recommendations of existing management executives, professional associations and the other recruitment channels. For more information on this Committee, you may click here to view its Charter.

Designation Name Directorship February 17, 2025 April 29, 2025 August 4,2025 November 11,2025 Percentage
Chairperson J. Carlitos G. Cruz Independent 100%
Member Amando M. Tetangco, Jr. Independent 100%
Member Jorge T. Mendiola Non-Executive 100%
Adviser Jose T. Sio Non-Director 100%

The Board Risk Oversight Committee assists and advises the Board of Directors in fulfilling its oversight responsibilities to ensure that there is an established effective risk management framework which promotes performance by linking strategy and business objectives to both risk and opportunity. The Company’s enterprise risk management framework focuses on integrating systematic risk management with an organization’s business strategy and operations and therefore creating greater value for its stakeholders. For more information on this Committee, you may click here to view its Charter.

Designation Members Directorship February 17, 2025 Percentage
Chairperson Estela M. Perlas – Bernabe Independent
Member Atty. Darlene Marie B. Berberabe Independent 100%
Member Amando M. Tetangco, Jr. Independent 100%
Member Jorge T. Mendiola Non-Executive 100%

*Atty. Darlene Marie B. Berberabe resigned in June 2025
**Estela M. Perlas – Bernabe assumed the unexpired term of Atty. Berberabe.

The Related Party Transactions Committee is responsible for reviewing and approving related party transactions in accordance with the Related Party Transactions Policy. It independently reviews and endorses all related party transactions such that these transactions are dealt on terms no less favorable to the company than those generally available to an unaffiliated third party under the same or similar circumstances. For more information on this Committee, you may click here to view its Charter.