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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. • 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. • . • • • 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 55
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