Corporate GOVERNANCE

Similarly, we observe the principles established in the Code of Best Corporate Practices of the Business Coordination Council (CCE) in Mexico.

The Company’s Board of Directors is the governing body responsible for establishing our long-term strategy, approving the major business decisions, monitoring the Company’s management, managing risk, and ensuring regulatory compliance. In addition, the Board selects, evaluates and removes the Chief Executive Officer and executive officers of the business.

Our Board is comprised by a maximum of 21 directors, as determined by the Ordinary General Shareholders’ Meeting, of which at least 25% must be independent. As of today, eight of 12 members are independent directors, thus exceeding this legal requirement. In addition, a non-member Secretary will be appointed to the Board of Directors.

The Audit Committee and the Corporate Practices Committee are part of the Board of Directors. The entities are integrated by independent directors, including their respective chairman.

AUDIT COMMITTEE

The Company’s Audit Committee is the entity responsible for conducting the following functions:

• Advise the Board of Directors on matters regarding the Mexican Securities Market Law.
• Assess the performance of the independent auditor, as well as analyzing the opinion and reports on the Company prepared by the auditor. To this purpose, the Committee may require the presence of the independent auditor when appropriate, notwithstanding that the latter should meet with the Commitee at least once a year.
• Discuss and review the financial statements of the Company with the persons responsible for their preparation, and then recommend their approval or not to the Board of Directors.
• Report to the Board of Directors on the current conditions of the internal control system and of internal audit of the Company and the entities it controls, including the irregularities, if any, that were detected.
• Prepare an opinion according to Article 28, section IV, paragraph c) of the Stock Market Law and submit it to the Board of Directors, which will be subsequently submitted to the Shareholders’ Meeting for its approval, jointly with the independent auditor’s report and other documents.

CORPORATE PRACTICES COMMITTEE

The Company's Corporate Practices Committee is the entity responsible for conducting the following functions:

• Advise the Board of Directors on matters regarding the Mexican Securities Market Law.
• Request the opinion of independent experts in the cases it deems appropriate for the adequate performance of the committee’s duties, including the cases provided in the Mexican Securities Market Law and the general provisions applicable to participants in the securities market.
• Summon shareholders’ meetings and order the inclusion into the agenda of aspects that the committee deem relevant for discussion and approval in the corporate act.
• Assist the Board of Directors in the preparation of the reports referred to in Article 28, section IV, paragraphs d) and e) of the Mexican Securities Market Law.
• Assess the performance of the executive officers of the Company and review their compensation packages.