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CORPORATE PRACTICES 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 of the activities of the Board of Director's Corporate Practices
Committee, carried out during the 2009 fiscal year, referred to in Article 43, Section I of the Securities
Market Law.
In the development of our work, we have considered the Securities Market Law regulations, the
Corporate Best Practices Code's recommendations, and the Corporate Practices Committee Rules.
The Committee punctually held the meetings as scheduled, an agenda was prepared based on the
issues to be discussed in each meeting and the corresponding minutes were also prepared. The
meetings were attended by the designated directors and invitees.
The relevant issues discussed and recommended for approval to the Board of Directors', as appropriate,
were as follows:
1. We have learned the detailed policies for designation and integral compensation of the Chief
Executive Officer and other relevant executive officers.
2. The performance of the relevant executive officers was considered to be adequate, having
been determined on the basis of the established policies.
3. The integral remuneration package of the Chief Executive Officer and other relevant executive
officers amounted to 92 million pesos.
4. The external auditor report on operations with related parties was analyzed, having revealed
that the transactions were carried out at market value, that they were done for business
purposes, and that they have been adequately recorded.
Such transactions have included leasing, administrative and sales services, freights,
products purchasing, royalties, interests, personal services, and other for a total amount of
936 million pesos.
5. No exemption was granted by the Board of Directors to allow a director, a relevant executive
officer or an individual with decision-making power, to take advantage for his own benefit or in
favor of any third party, from business opportunities corresponding to the society or to a legal
entity under their control, or in which may have a significant influence.
6. On 26 October 2009, the company announced to the securities market that, through Herdez
Del Fuerte, S.A. de C.V., the association with Hormel Foods Corporation had been completed
for the beginning of operations of the new joint venture MegaMex Foods, LLC., which will
commercialize foods within the United States.
All matters were extensively discussed, with no situations to report out of the normal operations of
the society.
Complete information in regard to the aforementioned issues is available upon request.
Attentively,
Chairman of the Corporate Practices CommitteeView entire presentation