Investor Presentaiton
CORPORATE GOVERNANCE
Our Company is built on foundations of integrity and the highest of ethical
standards, always ensuring strict adherence to applicable legislation.
For many years we have worked on reinforcing our compliance program,
and therefore we have recently decided to strengthen our organizational
structure. Hence, we now have an Executive Vice President and Chief Officer
for Legal and Government Affairs for Mexico and Central America, and a
Senior Director for Compliance. We reiterate our ongoing commitment to
have all our activities follow the highest of ethical standards and generate
value for our stakeholders: customers, shareholders, associates, suppliers,
communities, and the environment.
The structure and responsibilities of the Board of Directors, our Code of
Ethics and, in general, all the activities performed by our Company follow
corporate governance best practices.
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OTHER PRACTICES
The duties of Chairman of the Board of Directors and of the CEO are kept
separate.
The Board evaluates the performance of each Director.
Independent Directors have experience in the Company line of business.
The Board has access to independent consultants.
The Chairman of the Board is forbidden from acting as Secretary or presiding
over Board committees.
The Board of Directors has three committees, whose duties include detailed
analysis of matters pertaining to its sphere of action and making suggestions
to the Board so it may study the information and make the decision most
suitable to creating the best possible value for all shareholders.
Board of Directors as of December 31, 2013
BOARD OF DIRECTORS
Our Board of Directors is charged with overseeing the management of the business.
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MAKE-UP
All the members are appointed on a yearly basis by the shareholders at the
annual meeting.
Independent Directors must comprise a minimum of 25% of the total number of
Board Directors.
Minority shareholders whose shares represent at least 10% of total owners'
equity shall have the right to appoint a Director and the corresponding Alternate;
neither may be removed until the other members of the Board of Directors are
also removed.
The Board meets a minimum of four times a year.
PRIMARY RESPONSIBILITIES
Choosing the Chief Executive Officer.
Acting as consultant/counsel for Company top management.
Working actively with the CEO to develop general corporate strategies for
the Company and any organizations the Company controls.
Overseeing the performance of key Company Officers.
Approving all information policies and communication with shareholders
and the market.
Chairman
Eduardo Solórzano
Directors
Adolfo Cerezo*
Pedro Farah
Rafael Matute
Doug McMillon
Kristin Oliver
Enrique Ostalé
Salvador Paiz*
Scot Rank
Cathy Smith
Blanca Treviño*
*Independent Director
Alternate Directors
Renzo Casillo
Olga Gonzalez
Farley Sequeira
Ernesto Vega*
Secretary
Alberto Sepúlveda
Assistant Secretary
Antonio Pérez de la Riva
2013 Financial and
Social Responsibility Report
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