Corporate governance

Board of Directors

Grupo Pochteca adheres to the best international governance practices as well as to Mexican Law and the country’s Securities Market Law.

Our Board of Directors is the governing body responsible for defining our long-term strategy, approving the major business decisions, supervising the Company’s management team, managing risk, and ensuring regulatory compliance. In addition, the board selects, evaluates and replaces the Chief Executive Officer and the company’s other officers.

The composition of our board, which is composed of a maximum of 21 directors, is decided by the Ordinary General Shareholders’ Meeting, and at least 25% of directors must be independent. As of today, eight of 12 members are independent directors, thus exceeding this legal requirement. In addition, the Board of Directors will choose a Secretary who is not a member of the Board.

The board enjoys the support of an Audit Committee and a Corporate Practices Committee. Both committees, including their respective chairmen, consist exclusively of independent directors.

Audit Committee

The responsibilities of the Company’s Audit Committee, the entity responsible for oversight of financial reporting and disclosure, include the following:

  • Advise the Board of Directors on matters that it is charged with under Mexico’s Securities Market Law.
  • Assess the performance of the independent auditor, as well as analyze the findings, opinions and reports on the Company prepared and signed by the auditor. To that end, the Committee may require the presence of the independent auditor, when appropriate, notwithstanding that the independent auditor is required to meet with the Committee at least once a year.
  • Discuss and review the Company’s financial statements with the persons responsible for their preparation, and based on those consultations recommend their approval or rejection by the Board of Directors.
  • Report to the Board of Directors on the performance of the Company’s internal controls and on the internal audit of the Company and the entities it controls, including any irregularities that may have been detected.
  • Prepare an opinion in compliance with Article 28, section IV, paragraph c) of the Securities Market Law and submit it to the Board of Directors, which will subsequently submit it to the Shareholders’ Meeting for its approval based on information including 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 related to the Mexican Securities Market Law. Request the opinion of independent experts in the cases it deems such a consultation appropriate for the adequate performance of the committee’s duties, including cases specified in the Mexican Securities Market Law and the general provisions applicable to participants in the securities market.
  • Issue calls to shareholders’ meetings and assure that the agenda of those meetings includes issues the committee deems pertinent.
  • 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.

Board of Directors

Members of the Board

Alternate Directors

Jorge Ricardo Gutiérrez Muñoz CHAIRMAN

Tomás Acuña Begné*

Eugenio Santiago Clariond Reyes*

Antonio del Valle Ruiz

Francisco Javier del Valle Perochena

Francisco Javier Moguel Gloria*

Ernesto Moya Pedrola*

Luis Rebollar Corona*

Francisco Javier Ruiz Galindo y Terrazas*

Armando Santacruz González

José Antonio Vértiz Pani*

Fernando Benjamín Ruiz Sahagún*

*Independent directors

Juan Pablo del Valle Perochena

Antonio del Valle Perochena

Eugenio Gerardo Manzano Alba

Federico Santacruz González

Juan Pablo del Río Benítez SECRETARY

Almaquio Basurto Rosas ALTERNATE SECRETARY

Audit and Corporate Practices Committee

Francisco Javier Moguel Gloria CHAIRMAN

Francisco Javier Ruiz Galindo y Terrazas MEMBER

Tomás Acuña Begné MEMBER

Juan Pablo del Río Benítez SECRETARY, NON MEMBER

Executive Committee

Jorge Ricardo Gutiérrez Muñoz CHAIRMAN

Armando Santacruz González MEMBER

Eugenio Gerardo Manzano Alba MEMBER