SM Prime : 2023 SEC Form 20-IS Definitive

COVER SHEET

for

SEC FORM 20-IS

SEC Registration Number

A S 0 9 4 - 0 0 0 0 8 8

Company Name

S M P R I M E H O L D I N G S , I N C . A N D S U B S I D I A R I E S

			Principal Office (No./Street/Barangay/City/Town/Province)
7 / F	M O A	S q u a r e ,	S e a s h e l l	L a n e
c o r .	C o r a l	W a y ,	M a l l		o f	A s i a	C
o m p l e x ,	B r g y .	7 6	Z o n e	1 0 ,	C B P
1 - A ,	1 3 0 0	P a s a y	C i t y ,	M e t r o	M a
n i l a ,	P h i l	i p p i n e s
	Form Type		Department requiring the report		Secondary License Type, If Applicable
2 0	- I	S
				COMPANY INFORMATION
	Company's Email Address		Company's Telephone Number/s			Mobile Number
					8831-1000
					Annual Meeting			Fiscal Year
	No. of Stockholders			Month/Day				Month/Day
		2,330							December 31
				CONTACT PERSON INFORMATION
			The designated contact person MUSTbe an Officer of the Corporation
Name of Contact Person		Email Address	Telephone Number/s	Mobile Number
John Nai Peng C. Ong		[e-mail]	8831-1000

Contact Person's Address

7/F MOA Square, Seashell Lane cor. Coral Way, Mall of Asia Complex, Brgy. 76 Zone 10,

CBP 1-A, 1300 Pasay City, Metro Manila, Philippines

Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

Profiles of the Nominees for Election to the

Board of Directors for 2024 - 2025

Name:	HENRY T. SY, JR.
Age:	70 YRS.
Designations:	Non-Executive Director/Chairman of the Board

EDUCATION/ EXPERIENCE:

Henry T. Sy, Jr. has been a director of SM Prime since 1994. He was appointed as Chairman of the Board in 2014. 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. He is currently the Vice Chairman of SM Investments Corporation, Chairman and Chief Executive Officer of SM Development Corporation, Vice Chairman of The National Grid Corporation of the Philippines and Chairman of the Board of Synergy Grid & Development Phils., Inc. He holds a Bachelor's Degree in Management from De La Salle University.

POSITIONS IN OTHER PLCs:

Synergy Grid & Development Phils., Inc.	Chairman of the Board
SM Investments Corporation	Vice Chairman

2023 BOARD ATTENDANCE:	100%; 8 of 8 Board Meetings
DATE OF FIRST APPOINTMENT:	April 1994
NO. OF YEARS ON THE BOARD:	30 Years
SHAREHOLDINGS:	1.0098%
OTHER INFORMATION:	No conflict of interest transactions in the past year.

Board Profiles

Name:

AMANDO M. TETANGCO, JR.

Age:

71 YRS.

Designations:

Vice-Chairman of the Board/ Lead Independent Director

EDUCATION/ EXPERIENCE:

Amando M. Tetangco, Jr. was elected as Vice Chairman and Independent Director of the Board of Directors of SM Prime in April 2021. He is concurrently the Chairman of SM Investments Corporation, an Independent Director of 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. He is also a member of the international advisory board of the Graduate Institute for Policy Studies in Tokyo, Japan and the Asia School of Business in Kuala Lumpur, Malaysia.

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 (the predecessor of Bangko Sentral ng Pilipinas [BSP]) 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. He also was the Alternate Executive Director of the International Monetary Fund in Washington, D.C. from 1992 to 1994. Before joining the Central Bank, he worked briefly at the Management Services Division of SGV and Co. in 1973-74.

Overseas, he was the country's 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 also 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. He was conferred the Honorary Degree of Doctorate in Management by the Asian Institute Management in 2023.

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) from the University of Wisconsin at Madison, Wisconsin, USA, as a BSP scholar. He attended various training programs at different institutions, including the Harvard Business School and the New York Institute of Finance.

Board Profiles

POSITIONS IN OTHER PLCs:

SM Investments Corporation	Chairman/ Independent Director
Belle Corporation	Independent Director
Converge ICT Solutions, Inc.	Independent Director
Shell Pilipinas Corporation	Independent Director
	100%; 8 of 8 Board Meetings
	100%; 4 of 4 Audit Committee Meetings
2023 BOARD ATTENDANCE:	100%; 4 of 4 Board Risk Oversight Committee Meetings
	100%; 3 of 3 Corporate Governance Committee Meetings
	100%; 1 of 1 Related Party Transactions Committee Meeting
DATE OF FIRST APPOINTMENT:	April 2021
NO. OF YEARS ON THE BOARD:	3 Years
SHAREHOLDINGS:	0.0000%
OTHER INFORMATION:	No conflict of interest transactions in the past year.

Board Profiles

Name:

HANS T. SY

Age:

68 YRS.

Designations:

Non-Executive Director

EDUCATION/ EXPERIENCE:

Mr. Hans T. Sy is the Chairman of the Executive Committee of SM Prime and has been a Director of the Company since 1994. He previously held the position of President of SM Prime until September 2016. He also held key positions in several companies engaged in banking, real estate development, mall operations, as well as leisure and entertainment. He is currently Adviser to the Board of SM Investments Corporation, Chairman of China Banking Corporation, and Chairman of National University. Mr. Sy holds a B.S. Mechanical Engineering degree from De La Salle University.

POSITIONS IN OTHER PLCs:

China Banking Corporation	Chairman
SM Investments Corporation	Adviser to the Board

2023 BOARD ATTENDANCE:	100%; 8 of 8 Board Meetings
DATE OF FIRST APPOINTMENT:	April 1994
NO. OF YEARS ON THE BOARD:	30 Years
SHAREHOLDINGS:	2.3621%
OTHER INFORMATION:	No conflict of interest transactions in the past year.

Board Profiles

Name:

HERBERT T. SY

Age:

67 YRS.

Designations:

Non-Executive Director

EDUCATION/ EXPERIENCE:

Mr. Herbert T. Sy has been a director of the SM Prime since 1994. He is also an Adviser to the Board of SM Investments Corporation and is currently the Chairman of Supervalue Inc., Super Shopping Market Inc. and Sanford Marketing Corporation and Director of Alfamart Trading Philippines Inc. and China Banking Corporation. He also sits in the Board of several companies within the SM Group and has worked with SM companies engaged in food retail for more than 35 years. He is likewise actively involved in the SM Group's Supermarket Operations, which include acquisition, evaluation and negotiation for potential sites. He holds a Bachelor's degree in Management from De La Salle University.

POSITIONS IN OTHER PLCs:

China Banking Corporation	Director
SM Investments Corporation	Adviser to the Board

2023 BOARD ATTENDANCE:	100%; 8 of 8 Board Meetings
DATE OF FIRST APPOINTMENT:	April 1994
NO. OF YEARS ON THE BOARD:	30 Years
SHAREHOLDINGS:	2.3095%
OTHER INFORMATION:	No conflict of interest transactions in the past year.

Board Profiles