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 Manual on Corporate Governance.

The Executive Committee

  Name Directorship
Chairperson Hans T. Sy Non-Executive Director
Member Henry T. Sy, Jr. Non-Executive Director
Member Jeffrey C. Lim Executive Director
Member Herbert T. Sy Non-Executive Director
Member Elizabeth T. Sy Non-Director
Member John Nai Peng C. Ong 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.

The Audit Committee

  Name Directorship 2018 Attendance
Chairperson Jose L. Cuisia, Jr. Independent Director 4/4 meetings
Member Joselito H. Sibayan Independent Director 4/4 meetings
Member Gregorio U. Kilayko* Independent Director -
Member Jorge T. Mendiola Non-Executive Director 4/4 meetings

*New member as of May 6, 2019.

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 Internal Audit Charter.
 

The Corporate Governance Committee

  Name Directorship 2018 Attendance
Chairperson Joselito H. Sibayan Independent Director 3/3 meetings
Member Gregorio U. Kilayko Independent Director 3/3 meetings
Member Jose L. Cuisia, Jr. Independent Director 3/3 meetings
The Corporate Governance 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 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.

The Board Risk Oversight Committee

  Name Directorship 2018 Attendance
Chairperson Gregorio U. Kilayko Independent Director 4/4 meetings
Member Jose L. Cuisia, Jr. Independent Director 4/4 meetings
Member Jorge T. Mendiola Non-Executive Director 4/4 meetings
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.

The Related Party Transactions Committee

  Name Directorship 2018 Attendance
Chairperson Joselito H. Sibayan Independent Director 1/1 meeting
Member Gregorio U. Kilayko Independent Director 1/1 meeting
Member Jorge T. Mendiola Non-Executive Director 1/1 meeting
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.