Corporate Governance

Our experienced team of executives leads our unwavering pursuit of excellence as a leading international consumer company. Our team continues to extend our track record of sustainable, profitable growth—creating economic, social, and environmental value for our stakeholders year after year. Together, they build on our strengths to maximize our corporate and financial flexibility, capitalize on strategic new avenues for growth, profitably convert complexity into opportunity, and achieve a superior competitive position in our industry—ensuring and instilling FEMSA’s legacy of integrity well into the future.

José Antonio Fernández Carbajal
Executive Chairman of the Board of FEMSA
After 11 years of professional experience in different companies, José Antonio Fernández Carbajal began his career, in 1987 at FEMSA serving various positions in its different businesses, including CEO of OXXO. He was appointed CEO of FEMSA in 1995 and Chairman of the Board in 2001, serving both positions until January 2014. In 2010, he was appointed Vice-President of Heineken Holding NV’s Board of Directors and Chairman of Heineken’s Americas Committee, which oversees the strategic direction of business in the Americas and evaluates new business opportunities in the region. Since 2012, Mr. Fernández is also Chairman of the Board of Tecnológico de Monterrey, where he served as Vice Chairman since 1997. He is also Chairman of the Board of Coca-Cola FEMSA, FEMSA Foundation and the U.S.-Mexico Foundation. Currently, he participates as a board member of Industrias Peñoles and Grupo Televisa, and he co-chairs the Mexican Chapter of the Woodrow Wilson Center. He holds a degree in Industrial Engineering and Systems from Tecnológico de Monterrey and in 1978, he earned an MBA from that institution. For more than 20 years, he has been professor of Planning Systems at Tecnológico de Monterrey.

Carlos Salazar Lomelín
Chief Executive Officer of FEMSA
Carlos Salazar joined FEMSA in 1973, and he has held several senior management positions across FEMSA, including Vice-President of Grafo Regia, Vice-President of Plásticos Técnicos Mexicanos, S.A., Vice-President of the International Division of FEMSA Cerveza, Vice-President of the Commercial Planning in Grupo Visa, CEO of FEMSA Cerveza, and CEO of Coca-Cola FEMSA. In 2014 he was appointed Chief Executive Officer of FEMSA. In 2010, he was awarded the medal of Distinguished Citizen by the state of Nuevo León. He was President of the 21st Century Commission and Executive Director of CINTERMEX in Monterrey. He has been a professor in economics for a number of years at Tecnológico de Monterrey and is the current President of the Advisory Board of the EGADE Business School of this Institution. He holds a B.A. in Economics and a Master’s degree in Business Administration from this institution. He also has pursued graduate studies in Economic Development in Italy and a Management Program from the IPADE in Mexico, among other studies in different countries.

Javier Astaburuaga Sanjines
Corporate Vice-President of FEMSA
Javier Astaburuaga joined FEMSA in 1982. In 2006, he was named FEMSA’s CFO and Vice-President of Strategic Development. In 2012, he was appointed Chief Financial and Strategic Development Officer, adding the Human Resources function matters to his responsibilities. Prior to that, Mr. Astaburuaga served as co-CEO of FEMSA Cerveza, Vice-President of Sales for Northern Mexico, CFO of FEMSA Cerveza, Vice-President of Corporate Development for FEMSA, and Chief Information Officer of FEMSA Cerveza. Mr. Astaburuaga earned a Bachelor’s degree in Public Accounting from Tecnológico de Monterrey.

Federico Reyes García
Vice-President of Corporate Development of FEMSA
Mr. Reyes assumed his current position in January 2006, after serving as Vice-President of Finance and Corporate Development of FEMSA since 1999. Starting in 1987, he was associated with FEMSA as an external advisor, and he formally joined FEMSA in 1992 as Vice-President of Corporate Development. Between 1993 and 1999, he was CEO of Seguros Monterrey Aetna and Valores Monterrey Aetna and Executive Vice-President of the Insurance and Pension Division at Bancomer Financial Group. He rejoined FEMSA in 1999. Mr. Reyes holds a Bachelor’s degree in Accounting from Tecnológico de Monterrey.

Alfonso Garza Garza
Vice-President of Strategic Businesses of FEMSA
Alfonso Garza joined FEMSA in 1985 and was named Executive Vice-President of Human Resources in 2005. Prior to that, he held various positions at FEMSA Cerveza and FEMSA Empaques, including the Vice-presidency of FEMSA Empaques and Grafo Regia. In January 2009, he was appointed Vice-President of Strategic Businesses of FEMSA. From 2011 to 2013, he served as President of the Employers Confederation of Mexico (Coparmex) for the state of Nuevo León and since 2009 he has been National Vice-President of this organization. In 2012 he was appointed Chairman of the Talent and Culture Committee of Tecnológico de Monterrey. He also participates as a member of the Board of Directors of Coca-Cola FEMSA and Tecnológico de Monterrey. Mr. Garza earned a Bachelor’s degree in Industrial Engineering from Tecnológico de Monterrey and completed postgraduate courses at IPADE.

Genaro Borrego Estrada
Vice-President of Corporate Affairs of FEMSA
Genaro Borrego joined FEMSA in September 2007 as Vice-President of Corporate Affairs. Prior to that, Mr. Borrego was elected as a Federal Congressman for the LII Legislature from 1982 to 1985. After that, he served as Governor of the Mexican State of Zacatecas from 1986 to 1992, and in early 1992, he was elected President of the PRI political party for one year. From 1993 to 2000, he led the Mexican Social Security Institute (IMSS), and he was the President of the American Conference of Social Security Institutions. In 2000, he was also elected as a Senator of the Federal Congress to represent the State of Zacatecas during the LVIII and LIX Legislatures. He holds a degree in Industrial Relations from Universidad Iberoamericana.

José González Ornelas
Vice-President of Administration and Corporate Control of FEMSA
José González assumed the current position in 2003. He first joined FEMSA in 1973, where he held different positions in the organization, such as Finance Information Manager, Planning and Administration Vice-President, and Administration Vice-President. In 1997, he was named CEO of FEMSA Logística. He is a board member of several international companies, he participates as Auditing Committee Secretary of FEMSA’s and Coca-Cola FEMSA’s board and sits on the controller board at Tecnológico de Monterrey. He is also part of the Instituto de Contadores Públicos de Nuevo León Directive Committee and he is President of the Club de Fútbol Monterrey board. He holds a B.A. in Accounting from Universidad Autónoma de Nuevo León and undertook postgraduate studies in Business Administration from different universities in Mexico and abroad.

John Anthony Santa Maria Otazua
Chief Executive Officer of Coca-Cola FEMSA
John Anthony Santa Maria Otazua was appointed Chief Executive Officer of Coca-Cola FEMSA as of January 2014. He joined Coca-Cola FEMSA in 1995. Since then, he has held several senior management positions, including Chief Operating Officer of the company’s Mexico Division, Strategic Planning and Commercial Development Officer, and Chief Operating Officer of the company’s South America Division, overseeing its operations in Argentina, Brazil, Colombia, and Venezuela. His previous beverage and consulting experience includes PepsiCo, Inc. and McKinsey & Co., respectively. He is a member of the Board of Directors of Banco Compartamos. Mr. Santa Maria earned a Bachelor´s degree and an MBA with a major in Finance from Southern Methodist University.

Eduardo Padilla Silva
Chief Executive Officer of FEMSA Comercio
Eduardo Padilla joined FEMSA in 1997 as FEMSA’s Vice-President of Strategic Planning and Corporate Control. In 2000, he was appointed CEO of FEMSA Strategic Procurement, which included Packaging, Logistics, and OXXO. Since 2004, he has focused on his position as CEO of FEMSA Comercio. Before joining FEMSA, Mr. Padilla served as CEO of Terza, a subsidiary of Grupo ALFA, from 1987 to 1996. Mr. Padilla earned a Bachelor’s degree in Mechanical and Administrative Engineering from Tecnológico de Monterrey and a Master’s degree in Business Administration from Cornell University. He also has completed Graduate studies at IPADE.

At FEMSA, the reliability and transparency of our corporate governance practices are essential to our long-term success. Accordingly, we are committed to the quality, objectivity, and integrity of our disclosure policies, and adhere to best corporate governance practices. We comply with the standards set forth in the Mexican Securities Law and the applicable provisions of the United States’ Sarbanes-Oxley Act. Furthermore, we were among the first industry leaders to embrace the Code of Best Corporate Governance Practices, established by the Mexican Entrepreneurial Council.

We work to ensure that our company promotes financial transparency, accountability, and high ethical standards at all times. Our responsible principles of corporate governance provide a framework for our company to sustainably build our business—delivering the results our shareholders, consumers, employees, and other stakeholders expect from FEMSA.

Audit Committee

The Audit Committee is responsible for (1) reviewing the accuracy and integrity of quarterly and annual financial statements in accordance with accounting, internal control and auditing requirements, (2) the appointment, compensation, retention, and oversight of the independent auditor, who reports directly to the Audit Committee, and (3) identifying and following up on contingencies and legal proceedings. The Audit Committee has implemented procedures for receiving, retaining, and addressing complaints regarding accounting, internal control, and auditing matters, including the submission of confidential, anonymous complaints from employees regarding questionable accounting or auditing matters. To carry out its duties, the Audit Committee may hire independent counsel and other advisors. As necessary, the company compensates the independent auditor and any outside advisor hired by the Audit Committee and provides funding for ordinary administrative expenses incurred by the Audit Committee in the course of its duties. The Chairman of the Audit Committee is José Manuel Canal Hernando. Members include financial experts: Francisco Zambrano Rodriguez, Alfonso González Migoya, and Ernesto Cruz Velázquez de León—all of them independent directors as required by the Mexican Securities Law and applicable New York Stock Exchange listing standards. The Secretary (non-member) of the Audit Committee is José González Ornelas.

Corporate Practices Committee

The Corporate Practices Committee is responsible for preventing or reducing the risk of performing operations that could damage the value of our company or that could benefit a particular group of shareholders. The committee may call a shareholders’ meeting and include matters on the agenda for that meeting as it may deem appropriate. They are also responsible for the approval of policies for the use of the company’s assets or related party transactions, the approval of the compensation of the Chief Executive Officer and relevant officers, and support our board of directors in the elaboration of reports on accounting practices. Members include: Robert E. Denham and Ricardo Saldívar Escajadillo. Each member of the Corporate Practices Committee is an independent director, as required by the Mexican Securities Law. The Secretary (non-member) of the Corporate Practices Committee is Javier Astaburuaga Sanjines.

Planning and Finance Committee

The Finance and Planning Committee’s responsibilities include (1) evaluating the investment and financing policies proposed by the Chief Executive Officer, and (2) evaluating risk factors to which the corporation is exposed, as well its management policies. The current Finance and Planning Committee members are Ricardo Guajardo Touché (chairman), Federico Reyes García, Robert E. Denham, Francisco Javier Fernández Carbajal and Alfredo Livas Cantú. Javier Astaburuaga Sanjines is the appointed secretary (non-member) of this committee.

For more information on how our corporate governance practices differ from those followed by United States companies under NYSE listing standards, please refer to the Corporate Governance section of our website: www.femsa.com/investor.

Our Board of Directors is at the head of FEMSA’s corporate governance system—guided by what is in the best long-term interests of our company’s shareholders and other stakeholders. Our Board is responsible for determining our corporate strategy; defining and overseeing the implementation of our key values and vision; and reviewing and approving related-party transactions and transactions not in the ordinary course of business.

In addition to our executive team, our Board of Directors is supported by its committees: the Audit Committee, the Finance Committee, and the Corporate Practices Committee. Our Board appoints and supervises these committees, which assist and make recommendations to our Board in their respective areas of responsibility.