Investor Presentaiton
AUDIT COMMITTEE REPORT
March 19, 2010
Mr. Hector Hernandez-Pons Torres
Chairman of the Board of Directors
Grupo Herdez, S.A.B. de C.V.
Monte Pelvoux 215, 5th Floor
Mexico, D.F. 11000
Dear Mr. Hernandez-Pons:
I am herein presenting the Annual Report on the activities of the Board of Directors' Audit Committee
for the 2009 fiscal year, referred to in Article 43, Section II of the Securities Market Law.
In the development our work, we have taken into consideration the Securities Market Law regulations,
the General Rules Applicable to Securities Issuers and other Participants of the Securities Market, the
Best Corporate Practices Code's recommendations, and the Audit Committee Rules.
During the reported period, the Committee punctually held the meetings as scheduled, an agenda
was prepared based on the issues to be discussed at each meeting, and the corresponding minutes
were also prepared. The meetings were attended by the designated directors and invitees.
Relevant issues discussed and favorably recommended for approval of the Board of Directors, as ap-
propriate, were the following:
1. The Reported Consolidated Financial Statements for the year ended on December 31, 2008,
and their respective Notes were duly analyzed.
Due to its relative significance, similar information of the subsidiary Herdez Del Fuerte, S.A. de
C.V. was analyzed.
2. We have learned about the Letter of Observations from the society's external auditor and
follow up was carried out during the year.
3. The internal control assessment performed by the society's external auditor during the normal
course of the revision was analyzed; said assessment has indicated that in accordance to
applied audit standards, the level of trust deposited in internal control has been rated as high,
and that the Group is operating within the framework of established policies. Improvement
areas were identified and due follow up has been given to their implementation.
4. The internal audit area work plan was analyzed, a follow up has been done to the development
of its work and to the implementation of observations.
5. The new financial information standards used during the fiscal year, as well as those already in
force, were consistently applied with no significant effects.
6. We have learned about the Plan prepared by the company for converging in 2012 with the
international financial reporting standards (IFRS) and due follow up has been done in this aspect.
7. The performance of the external audit firm has been assessed, having been considered as
satisfactory and in accordance with the criteria established in the contract. Likewise, work
carried out by the partner in charge of the audit, who has in due time has confirmed his
professional and economic independence, has been acknowledged.
Consequently, confirmation of the external audit firm and its designation at the subsidiary
Herdez Del Fuerte, S.A. de C.V. has been recommended.
8. In addition to the external audit, other services provided by the external auditors firm have
included fiscal advisory, transfer pricing survey, report on IMSS and convergence with IFRS for
a total amount of 3.5 million pesos.
9. We have learned about the main risks to which the society is subject to, as well as the
mechanisms already implemented for its identification, administration, control and adequate
disclosure.
10. We have learned about and follow up has been given to the outstanding fiscal and legal
matters, as well as to the adequate implementation of the Securities Market Law provisions,
and the Shareholders' and Board of Directors' meetings resolutions.
11. Complementary, at the Committee's meeting held on February 18, 2010, the Reported
Consolidated Financial Statements for the year ended on December 31, 2009, were analyzed as
well as their respective Notes, and the Letter of Observations of the society's external auditor.
All matters were widely discussed, with no situations to report out of the normal operation of the
society.
Complete information related to the aforementioned issues is available upon request.
Attentively,
Printfau
Roberto Danel
Chairman of the Audit Committee
TRUST IN OUR FUTURE
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