Board of Directors
SM Investments Corporation’s (“SM” or “SM Investments” or the “Company”) Board of Directors sets the tone from the top and upholds the highest standards of corporate governance. The Board is composed of eight (8) highly qualified directors, half or fifty percent (50%) of whom are independent directors. The stockholders approved at the most recent annual stockholders’ meeting held on April 24, 2024 (ASM) the amendments to SM Investments’ Articles of Incorporation (AOI) in relation to the increase in the number of directors of the Company from eight (8) to nine (9) and the election of Atty. Lily K. Gruba as the 5th independent director effective upon the approval by the Securities and Exchange Commission (SEC) of the Company’s amendments to AOI. Pending SEC’s approval, SM Investments’ Board shall be composed of 9 directors including 5 independent directors, 2 of whom are female.
The Board ensures that it has an appropriate mix of competencies and expertise and that its members remain qualified for their positions individually and collectively, which enable the Board to fulfill its roles and responsibilities and respond to the needs of the organization based on the evolving business environment and strategic direction set forth. The Company has complied with the Guidelines set forth by the Securities Regulation Code (SRC) Rule 38 regarding the Nomination and Election of Independent Director. The Company’s By-Laws incorporate the procedures for the nomination and election of independent director/s in accordance with the requirements of the said Rule.
Henry Sy, Sr. ✝︎
Chairman Emeritus
Henry Sy, Sr. was the Chairman Emeritus of the Board of Directors of SM Investments Corporation. He was the founder of the SM Group and was Chairman Emeritus of SM Prime Holdings, Inc., SM Development Corporation, Highlands Prime, Inc., BDO Unibank, Inc., and Honorary Chairman of China Banking Corporation until his passing. Mr. Sy opened the first ShoeMart store in 1958 and has since evolved into a dynamic group of companies with three lines of business – retail, banking, and property.
Henry Sy, Sr. ✝︎
Jose T. Sio
Chairman Emeritus (effective June 16, 2023)
Chairman of the Board (until June 15, 2023)
83 Years Old
Jose T. Sio is the Chairman Emeritus of SM Investments, he assumed this post on June 16, 2023, following his retirement in June 15, 2023. He is also a Director of China Banking Corporation, Atlas Consolidated Mining and Development Corporation, NLEX Corporation, and Ortigas Land Corporation, Trustee of Far Eastern University, Incorporated, and Adviser to the Board of BDO Unibank, Inc., Belle Corp. and Premium Leisure Corporation. Mr. Sio holds a master’s degree in Business Administration (MBA) from New York University, is a certified public accountant, and is a former Senior Partner of SyCip Gorres Velayo & Co. (SGV). He was voted CFO of the Year in 2009 by the Financial Executives of the Philippines. He was also awarded Best CFO (Philippines) in various years by several Hong Kong-based publications. In 2022, he received the Parangal San Mateo Award from the Philippine Institute of Certified Public Accountants (PICPA) Foundation, Inc.
Designation
Chairman Emeritus (effective June 16, 2023)
Chairman of the Board (until June 15, 2023)
Member, Audit Committee (until June 15, 2023)
Member, Risk Management Committee (until June 15, 2023)
Member, Compensation Committee (until June 15, 2023)
Member, Related Party Transaction Committee (until June 15, 2023)
Positions in other Reporting Companies
China Banking Corporation – Director
Atlas Consolidated Mining and Development Corporation – Director
Far Eastern University Incorporated – Trustee
Board Attendance: 100%; 8 of 8 meetings
Date of First Appointment: May 2005
No. Years on the Board: 18 years
Other Information: No legal dispute in the past five (5) years; No conflict of interest transactions in the past year
Jose T. Sio
Chairman of the Board (until June 15, 2023)
Amando M. Tetangco Jr.
Chairman of the Board
Independent Director
71 Years Old
Amando M. Tetangco Jr. is the Chairman and Independent Director of the Board of SM Investments (as of June 16, 2023). He is also the Vice Chairman and Independent Director of the Board of Directors of SM Prime Holdings, Inc. He is concurrently an independent Director of Belle Corporation, Converge ICT Solutions, Inc. and Shell Pilipinas Corporation. He also currently holds directorates in Manila Hotel, Toyota Motor Philippines, and CIBI Information, Inc. He is also a trustee of St. Luke’s Medical Center, Tan Yan Kee Foundation and Foundation for Liberty and Prosperity.
Mr. Tetangco was the third Governor of the Bangko Sentral ng Pilipinas (BSP) and Chairman of the Monetary Board, and served for two consecutive 6-year terms from July 2005 to July 2017. He was a career central banker for over four decades, having joined the Central Bank of the Philippines on 25 March 1974. During his term as Governor, he held other government positions, such as the Chairman of the Anti-Money Laundering Council, the Financial Stability Coordination Council, and the Philippine International Convention Center. He was also Vice-Chair of the Agriculture Credit Policy Council; and a member of the Capital Markets Development Council and the Export Development Council. Prior to his first appointment as Governor in 2005, he was Deputy Governor in-charge of the Banking Services Sector, Economic Research and Treasury of the BSP, and was an Alternate Executive Director of the International Monetary Fund in Washington, D.C. from 1992 to 1994. Before joining the Central Bank, he worked at the Management Services Division of SGV and Co. in 1973 to 1974. Overseas, he was the Philippines’ representative to the ASEAN Central Bank Forum; the Executives’ Meeting of East Asia and Pacific Central Banks; the South East Asia Central Banks; the South East Asia, New Zealand and Australia; and the Center for Latin American Monetary Studies. He was the Governor for the Philippines at the International Monetary Fund and the Alternate Governor at the World Bank and the Asian Development Bank. At the Bank for International Settlements, he was Chair of the Meeting of Small Open Economies. He also chaired various international committees – the BIS Asian Consultative Council; the Financial Stability Board Regional Consultative Group for Asia; and the Alliance for Financial Inclusion Steering Committee. He was conferred the Order of Lakandula with the Rank of Bayani by the President of the Philippines in 2009 and the Order of the Rising Sun, Gold and Silver Star by the Emperor of Japan in 2019. He received multiple recognition by a number of international organizations as one of the best central bank governors and chosen as MAP Management Man of the Year in 2015.
Mr. Tetangco graduated from Ateneo de Manila University with an AB Economics degree (cum laude), and obtained his Masters in Public Policy and Administration (Development Economics) at the University of Wisconsin at Madison, Wisconsin, USA, as a BSP scholar. He was conferred the Honorary Doctorate in Management by the Asian Institute of Management in 2023. He attended various training programs at different institutions, including the Harvard Business School and the New York Institute of Finance.
Committee Memberships
Member, Audit Committee
Member, Compensation Committee
Member, Related Party Transaction Committee
Member, Risk Management Committee
Directorship/s in Other Publicly Listed Companies
SM Prime Holdings, Inc.
Belle Corporation
Converge ICT Solutions, Inc.
Shell Pilipinas Corporation
Date of First Appointment – June 16, 2023
Date of Last Re-election – April 24, 2024
2023 Board Attendance – 100%; 2 of 2 meetings
Other Information – No material legal dispute in the past five (5) years; No conflict of interest transactions in the past year.
Amando M. Tetangco, Jr.
Independent Director
Teresita T. Sy
Vice Chairperson of the Board
73 Years Old
Teresita T. Sy is the Vice Chairperson of SM Investments and Adviser to the Board of SM Prime Holdings, Inc. She also sits as Chairperson of SM Retail Inc. She also holds board positions in several companies within the SM Group. She is also the Chairperson of BDO Unibank, Inc. (BDO) and serves as the Chairperson and/or Director of various subsidiaries and affiliates of BDO such as BDO Private Bank, Inc. and BDO Foundation, Inc. She also serves as Adviser to the Board of BDO Network Bank, Inc. (A Rural Bank of BDO).
A graduate of Assumption College with a Bachelor of Arts and Bachelor of Science degree in Commerce, she brings to the board her diverse expertise in retail merchandising, mall and real estate development, and banking and finance.
Committee Memberships
Chairperson, Executive Committee
Chairperson, Compensation Committee
Directorship/s in Other Publicly Listed Companies
BDO Unibank Inc.
Date of First Appointment – May 1979
Date of Last Re-election – April 24, 2024
Number of Years on the Board – 45
2023 Board Attendance – 100%; 9 of 9 meetings
Other Information – No legal dispute in the past five (5) years; No conflict of interest transactions in the past year.
Teresita T. Sy
Henry T. Sy, Jr.
Vice Chairman of the Board/Non-Executive Director
70 Years Old
Henry T. Sy, Jr. is the Vice Chairman of SM Investments and Chairman of SM Prime Holdings, Inc. and Synergy Grid & Development Phils., Inc. He is also the Chairman and Chief Executive Officer of SM Development Corporation and Vice Chairman of National Grid Corporation of the Philippines. He is responsible for the real estate acquisitions and development activities of the SM Group, which include the identification, evaluation, and negotiation for potential sites as well as the input of design ideas.
Mr. Sy, Jr. graduated with a Management degree from De La Salle University.
Directorship/s in Other Publicly Listed Companies
SM Prime Holdings, Inc.
Synergy Grid & Development Phils., Inc.
Date of First Appointment – May 1979
Date of Last Re-election – April 24, 2024
Number of Years on the Board – 45
2023 Board Attendance – 100%; 9 of 9 meetings
Other Information – No legal dispute in the past five (5) years; No conflict of interest transactions in the past year.
Henry T. Sy, Jr.
Board/Non-Executive Director
Harley T. Sy
Executive Director
64 Years Old
Harley T. Sy is the Executive Director of SM Investments. He is a Director of China Banking Corporation and other companies within the SM Group, and an Adviser to the Board of Directors of BDO Private Bank. He is the Co-Vice Chairman and Treasurer of SM Retail Inc.
He holds a degree in Bachelor of Science in Commerce, Major in Finance from De La Salle University.
Committee Memberships
Member, Executive Committee
Directorship/s in Other Publicly Listed Companies
China Banking Corporation
Date of First Appointment – May 1993
Date of Last Re-election – April 24, 2024
Number of Years on the Board – 31
2023 Board Attendance – 100%; 9 of 9 meetings
Other Information – No legal dispute in the past five (5) years; No conflict of interest transactions in the past year.
Harley T. Sy
Frederic C. DyBuncio
President and Chief Executive Officer
64 years Old
Frederic C. DyBuncio is the President and Chief Executive Officer of SM Investments. He is the Chairman of the Board of Atlas Consolidated Mining and Development Corporation. Concurrently, he is the Chairman, President and Chief Executive Officer of 2GO Group, Inc.
Prior to holding the post, he was a career banker who spent over 20 years with JP Morgan Chase and its predecessor institutions. During his stint in the banking industry, he was assigned to various executive positions where he gained substantial professional experience in the areas of credit, relationship management and origination, investment banking, capital markets, and general management. He has worked and lived in several major cities including New York, Seoul, Bangkok, Hong Kong, and Manila.
He graduated from Ateneo de Manila University with a Bachelor of Science degree in Business Management and finished a Master’s degree in Business Administration program at the Asian Institute of Management.
Committee Memberships
Member, Executive Committee
Directorship/s in Other Publicly Listed Companies
2GO Group, Inc.
Atlas Consolidated Mining and Development Corporation
Date of First Appointment – April 2017
Date of Last Re-election – April 24, 2024
Number of Years on the Board – 7
2023 Board Attendance – 100%; 9 of 9 meetings
Other Information – No legal dispute in the past five (5) years; No conflict of interest transactions in the past year.
Frederic C. DyBuncio
Tomasa H. Lipana
Independent Director
75 Years Old
Tomasa H. Lipana is an Independent Director of SM Investments. She is a former Chairperson and Senior Partner of Isla Lipana & Co., the Philippine member firm of PricewaterhouseCoopers. She is also an Independent Director and Audit Committee Chairperson of Flexo Manufacturing Corporation and Rural Bank of Silay City Inc. Previously, she was an Independent Director of Goldilocks Bakeshop Inc., Inter-Asia Development Bank, and QBE Seaboard Insurance Philippines, and an appointive Director of Trade and Investment Development Corporation (Philippine Guarantee Corporation, formerly Philippine Export-Import Credit Agency), the single entity in charge of the government guarantee system. She is a Fellow and Trustee of the Institute of Corporate Directors. She is also a Trustee of the Shareholders’ Association of the Philippines, Inc. and the Sikat Solar Challenge Foundation, Inc., among other non-profit organizations.
Ms. Lipana took up Executive Education/Management Development Programs at Harvard Business School, University of Western Ontario, and Asian Institute of Management. Recently, she was bestowed the Accountancy Centenary Recognition of Service Excellence by the Professional Regulation Commission – Board of Accountancy. She also received the Outstanding CPA in the Public Practice Award from the Philippine Institute of Certified Public Accountants and the Outstanding Alumna Award from the University of the East where she graduated Cum Laude. She is a CPA Board placer.
Committee Memberships
Chairperson, Audit Committee
Member, Corporate Governance Committee
Directorship/s in Other Publicly Listed Companies
Currently none
Date of First Appointment – April 2016
Date of Last Re-election – April 24, 2024
Number of Years on the Board – 8
2023 Board Attendance – 100%; 9 of 9 meetings
Other Information – No legal dispute in the past five (5) years; No conflict of interest transactions in the past year.
Tomasa H. Lipana
Ramon M. Lopez
Independent Director
64 Years Old
Ramon M. Lopez, is an Independent Director of SM Investments. He also currently serves as an Independent Director of AIC Group of Companies Holding Corporation (a subsidiary of SMIC in the Logistics sector). He is also a Board Trustee and Vice-Chairman of the Valenzuela City Polytechnic College that provides education and training for industrial workforce advancement. Mr. Lopez was recently appointed as Chairman of the Governing Board of the Economic Research Institute for ASEAN and East Asia (ERIA). He was also elected as Independent Director in the Boards of unlisted companies, namely New Marketlink Pharmaceutical Corporation; Seedbox Securities Inc., which provides an online financial investment platform; and, Asian Consulting Group (ACG), a tax consulting services/advocacy for SMEs, top corporations in the Asia-Pacific. Mr. Lopez is also a Member of the Board of Advisors in Packworks Venture Pte. Ltd., a start-up venture that provides a digital operations systems for micro-entrepreneurs. Mr. Lopez is also a Board Trustee in Bayan Family of Foundations, a non-profit organization providing entrepreneurship education and SMEs/social enterprise development.
Mr. Lopez was the former Secretary of the Philippine Department of Trade and Industry (DTI). He has served for the full term of the administration of former President Rodrigo Roa Duterte. He chaired during his term the DTI institutions such as the Board of Investments, the Philippine Economic Zone Authority, the Export Development Council, Anti-Red Tape Authority Advisory Council, and Philippine International Trading Corp. He also supervised attached agencies such as the Intellectual Property Office of the Philippines, Technical Education and Skills Development Authority, and the Cooperative Development Authority, among others. He received several awards such as the 2016 Nation Builders Award for Government Service and the Philippine Innovation Man of the Year Award in 2017. In 2018, he received from former President Duterte the Presidential Award, Order of Sikatuna, with a rank of Datu, one of the senior honors one can receive in the Philippines. He was also named by People Asia as one of the 2020 People of the Year, for the re-opening of the economy during the pandemic. In June 2022, he was also awarded the Presidential Medal of Merit for his vital role in the Inter-Agency Task Force for the Management of Emerging Infectious Diseases. He also received The Asia CEO Awards 2022 “Lifetime Contributor of the Year Award”.
Mr. Lopez has a Master’s Degree in Development Economics 1988 class at Williams College, Massachusetts USA and an AB Degree in Economics (1981) from the University of the Philippines School of Economics.
Committee Memberships
Member, Audit Committee
Chairman, Corporate Governance Committee
Chairman, Related Party Transaction Committee
Member, Risk Management Committee
Directorship/s in Other Publicly Listed Companies
Currently none
Date of First Appointment – August 2022
Date of Last Re-election – April 24, 2024
Number of Years on the Board – 1
2023 Board Attendance – 100%; 9 of 9 meetings
Other Information – No legal dispute in the past five (5) years; No conflict of interest transactions in the past year.
Ramon M. Lopez
Robert G. Vergara
Independent Director
63 Years Old
Robert G. Vergara is an Independent Director of SM Investments. He also sits as an Independent Director of Metro Pacific Hospital Holdings, Inc., STI Education Systems Holdings. Inc. and AIG Insurance Philippines, Inc. He is also Chairman and Director of Cabanatuan Electric Corporation.
He was appointed President of the Manila Polo Club in August 2023. He is currently the President of Vergara Advisory Management, Inc. founded in May 2018. From September 2010 to October 2016, he served as the President and General Manager and Vice-Chairman of the Board of Trustees of the Government Service Insurance System (GSIS). As President and General Manager of GSIS, Mr. Vergara also served as Vice Chairman and Director of National Reinsurance Corporation of the Philippines, Manila Hotel Corporation, and Member of the Board of Directors of Philippine Stock Exchange, Philippine Health Insurance Corporation, Philippine National Construction Corporation and Housing and Urban Development Coordinating Council. Before that, he was the Managing Director and Founding Partner of Cannizaro (Hong Kong) Limited from October 2006 to September 2010. From 2002 to 2006, he was a Director of Lionhart (Hong Kong) Ltd. He was a Principal in Morgan Stanley Asia Ltd. from 1997-2001 and served as the Managing Director of IFM Asia Ltd. from 1990 to 1997.
He obtained his Master in Business Administration from Harvard Graduate School of Business Administration. He graduated magna cum laude from Ateneo De Manila University with Bachelor of Science degrees in Management Engineering and Mathematics.
Committee Memberships
Member, Corporate Governance Committee
Member, Related Party Transaction Committee
Chairman, Risk Management Committee
Directorship/s in Other Publicly Listed Companies
STI Education Systems Holdings, Inc.
Date of First Appointment – August 2018
Date of Last Re-election – April 24, 2024
Number of Years on the Board – 5
2023 Board Attendance – 100%; 9 of 9 meetings
Other Information – No legal dispute in the past five (5) years; No conflict of interest transactions in the past year.
Robert G. Vergara
Lily K. Gruba
Independent Director*
74 Years Old
Lily K. Gruba is the Founding Partner of Gruba Caganda Advincula Melo & De la Fuente (formerly, Zambrano and Gruba). She is currently a Director of Asia United Bank and Cosco Capital, Inc. Atty. Gruba is also the Executive Director of Fr. Joaquin, SJ Institute for Continuing Legal Education, a Professor on Taxation Law, Mergers & Acquisitions and Local Government Finance, and a bar reviewer at the Ateneo de Manila University School of Law.
She also held various positions in the government, such as Director of the Philippine Economic Zone Authority, Director of Overseas Workers Welfare Administration, and Undersecretary of the Department of Finance from 1998 to 2001. She was also a Philippine Bar examiner for Taxation Law in 2007 and 2019 and for Commercial law in 2012. From 2018 to 2022, she was named as one of the 100 Top Lawyers in the Philippines by the Asia Business Law Journal. In 2023, she was nominated as tax lawyer of the year for Southeast Asia by the Legal 500.
Atty. Gruba graduated from the University of Santo Tomas in 1972 with a Bachelor of Arts in Psychology and a Bachelor of Laws degree from the Ateneo Law School in 1976 and was admitted to the Bar in 1977. She finished her Master of Laws in Georgetown University Law Center in Washington, D.C. in 1981.
Committee Memberships
Member, Compensation Committee
Member, Corporate Governance Committee
Member, Risk Management Committee
Directorship/s in Other Publicly Listed Companies
Asia United Bank Corporation
Cosco Capital, Inc.
Date of First Appointment – *Please refer to footnote
Date of Last Re-election – Not applicable
Number of Years on the Board – Not applicable
2023 Board Attendance – Not applicable
Other Information – No legal dispute in the past five (5) years; No conflict of interest transactions in the past year.
* To assume directorship upon approval by the Securities and Exchange Commission of the Amendment to the Articles of Incorporation on the increase in the number of directors