Board & Management

To address specific tasks and responsibilities, the Board adopted four (4) committees, namely the Nomination Committee, the Audit and Risk Management Committee, the Compensation and Remuneration Committee, and the Executive Committee.  Each committee has adopted a Charter which defines its composition, roles and responsibilities based on provision found in the Manual on Corporate Governance.

The Nomination Committee

The Nomination Committee

 

Name

Directorship

2015 Attendance

Chairman

Mr. Joseph R. Higdon

Independent Director

2/2 meetings

Member

Ms. Tomasa H. Lipana

Independent Director

-

Member

Mr. Ah Doo Lim*

Independent Director

-

*Nomination Committee composition was changed per Board decision on March 2, 2016.

 

The Nomination Committee is tasked with the review and evaluation of the qualifications of all candidates nominated to the Board of Directors, and those nominated to positions that require Board approval under the Company’s By-Laws.  Further, in case of vacancies, the Company endeavors to use professional search firms or other external sources when searching for candidates to the Board.  It is the Nomination Committee that ensures that all nominated directors meet all the qualifications and none of the disqualifications to be a director.  Likewise, the Committee ensures that those nominated to the Board have attended an orientation or training related to corporate governance provided by a regulator accredited training provider.  Furthermore, the Nomination Committee facilitates the annual performance evaluation of SMIC’s Board as a whole, its respective Board Committees, the individual directors and the President.  For more information on this Committee, you may click here to view its Charter.

The Audit Committee

The Audit Committee

 

Name

Directorship

2015 Attendance

Chairperson

Ms. Tomasa H. Lipana

Independent Director

-

Member

Mr. Ah Doo Lim

Independent Director

4/4 meetings

Member

Ms. Teresita Sy-Coson

Non-Executive Director

4/4 meetings

*The Board agreed to create a separate Risk Management Committee on March 2, 2016.

 

It is the role of the Audit Committee to directly interface with the internal and external auditors in the conduct of their duties and responsibilities.  Its mandate includes the review of the Company’s financial reports and subsequent recommendation to the Board for approval.  Furthermore, the Committee reviews SMIC’s internal control system, its audit plans, auditing processes and related party transactions.  For more information on the Audit Committee, you may click here to view its  Charter.

The Compensation and Renumeration Committee

The Compensation and Remuneration Committee

 

Name

Directorship

2015 Attendance

Chairperson

Ms. Teresita Sy-Coson

Non-Executive Director

2/2 meetings

Member

Mr. Jose T. Sio

Executive Director

2/2 meetings

Member

Ms. Tomasa H. Lipana

Independent Director

-

The Compensation and Remuneration Committee is tasked with the oversight of policies on salaries and benefits, as well as promotions and other forms of career advancement.  For more information on this Committee, you may click here to view its  Charter.

The Risk Management Committee

The Risk Management Committee

 

Name

Directorship

2015 Attendance

Chairperson

Ms. Tomasa H. Lipana

Independent Director

-

Member

Mr. Ah Doo Lim

Independent Director

-

Member

Ms. Teresita Sy-Coson

Non-Executive Director

-

Under its Charter, the Risk Management Committee reviews and assesses the effectiveness of the Company’s risk management system in the mitigation of financial and non-financial risks.  For more information on the Risk Management Committee, you may click here to view its Charter.

The Executive Committee

The Executive Committee

 

The Executive Committee is composed of both executive and non-executive directors and acts on behalf of the Board during the interim periods between Board meetings.  The Committee is tasked to perform the following:

 

  • Assist the Board in overseeing the implementation of strategies;
  • Define and monitor the Company’s performance improvement goals;
  • Define Group-wide policies and actions (sustainable development, including environment, health and safety, internal communications, internal control and risk management, innovation and research and technology, purchasing) and oversee their rollout; and
  • Foster the sharing and dissemination of best practices in all areas among the different business groups.

 

Group Structure Business Operations Trading of Shares by Insiders
Shareholding Structure