The Board has established five (5) committees to support the effective discharge of its duties. Each committee operates under a Charter that defines its composition, roles and responsibilities in accordance with the Revised Manual on Corporate Governance.

This section also contains adopted policies, trainings, and documents relative to the Board’s responsibilities.

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 Cris Noel E. Torres Non-Director

The Executive Committee acts on behalf of the Board when it is not in session. It supports the Board in overseeing the implementation of strategies and long-term goals, reviewing key issues, monitoring the performance of each business group and tracking Company-wide improvement targets.

Learn more through the Executive Committee Charter.

 

Name Directorship February 17, 2025 April 29, 2025 August 4,2025 November 11,2025 Percentage
Chairperson Amando M. Tetangco, Jr. 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%
Member Atty. Darlene Marie B. Berberabe* Independent ✔ ✔ – – 100%

*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

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

 

The Audit Committee reviews the Company’s financial reports and recommends them to the Board for approval. It also oversees SM Prime’s internal control systems, audit plans and audit processes.

Through the Internal Audit Department, the Committee supports the Company in achieving its vision, mission and objectives by applying a systematic and disciplined approach to evaluating and improving risk management, control and governance processes.

Learn more through the Audit Committee Charter and 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 Amando M. Tetangco, Jr. Independent ✔ ✔ – – – 100%
Member J. Carlitos G. Cruz Independent ✔ ✔ ✔ ✔ ✔ 100%
Member Atty. Darlene Marie B. Berberabe** Independent ✔ ✔ ✔ ✔ ✔ 100%

* Ms. Estela M. Perlas-Bernabe was elected to the SMPH Board and became Chairperson 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 supports the Board in upholding sound governance principles and maintaining its effectiveness. It recognizes that strong governance is essential to the Company’s resilience, long-term growth and ability to create sustainable shareholder value.

Using a Board Matrix, the Committee helps ensure that the Board has the right mix of skills, experience and perspectives to fulfill its responsibilities and respond to the Company’s evolving needs and strategic direction.

In identifying potential Board candidates, the Company may also consider recommendations from management, professional associations and other external recruitment channels.

Refer to the Corporate Governance and Sustainability Committee 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 Estela M. Perlas – Bernabe* Independent – – – – –
Member Jorge T. Mendiola Non-Executive ✔ ✔ ✔ ✔ 100%
Adviser Jose T. Sio Non-Director ✔ ✔ ✔ ✔ 100%

*In the 2026 Organizational Meeting of the Board of Directors, Ms. Estela M. Perlas-Bernabe was appointed member of the Board Risk Oversight Committee for term 2026-2027.

 **Mr. Jorge T. Mendiola served as member until April 28, 2026.

The Board Risk Oversight Committee supports the Board in overseeing the Company’s risk management framework. It helps ensure that risks and opportunities are considered alongside strategy and business objectives.

SM Prime’s enterprise risk management framework integrates risk management into its strategy and operations, strengthening decision-making and supporting long-term value creation for stakeholders.

The Committee’s mandate and responsibilities are detailed in its Charter.

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

*Ms. Estela M. Perlas – Bernabe assumed the unexpired term of Atty. Berberabe.

**Mr. J. Carlitos G. Cruz was appointed as member on

***In the 2026 Organizational Meeting of the Board of Directors, Mr. J. Carlitos G. Cruz was appointed member of the Related Party Transactions Committee for term 2026-2027.

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

The Related Party Transactions Committee reviews and approves related party transactions in accordance with the Company’s Related Party Transactions Policy. It independently assesses each transaction to ensure that its terms are fair and no less favorable to the Company than those available from an unrelated third party under similar circumstances.

Its Charter outlines the Committee’s mandate, composition and responsibilities.