For well over a century, our Board of Directors has followed the highest standards of corporate governance in guiding our company. We are committed to the quality, accuracy, and reliability of our disclosure practices, and we adhere to best corporate governance policies and procedures. Specifically, we comply with the standards set forth in the Mexican Securities Law and the applicable provisions of the United States’ Sarbanes-Oxley Act. Also, we were among the first in our industry to embrace the Code of Best Corporate Governance Practices, established by the Mexican Entrepreneurial Council.
We always work to ensure that our company fosters financial transparency, accountability, and the highest ethical standards. Based on a sound foundation of responsible corporate governance, we sustainably build our business—delivering the results our 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 and financial expert is José Manuel Canal Hernando. Members include: 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. Alfredo Livas Cantú is the Chairman of the Corporate Practices Committee. Members include: Robert E. Denham, Moisés Naím, 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.
Finance and Planning 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 deep, multi-talented team of executives enables us to continually rise to the occasion, directing our steadfast pursuit of excellence as a leading international consumer company. Together, they continue to create economic, social, and environmental value for our stakeholders year after year. They leverage our strengths to satisfy our consumers’ needs, generate new avenues for growth, and profitably convert complexity into opportunity. Thanks to their efforts, we sustain a superior competitive position in our industry—ensuring and instilling our 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 at FEMSA in 1987, 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 the business in the Americas and evaluates new business opportunities in the region. Since 2012, Mr. Fernández has been 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.
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.
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.
John Anthony Santa Maria Otazua
Chief Executive Officer of Coca-Cola FEMSA
John Anthony Santa Maria Otazúa 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.
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.
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.
José González Ornelas
Vice-President of Administration and Corporate Control of FEMSA
José González assumed his 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.
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.
Our Board of Directors heads our corporate governance system. Guided by 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 approving related-party transactions and transactions not in the ordinary course of business.
In addition to our management team, our Board of Directors is supported by its committees: the Audit Committee, the Corporate Practices Committee, and the Finance Committee. Our Board appoints and supervises these committees, which assist and make recommendations to our Board in their respective areas of responsibility.
Series “B” Directors
José Antonio Fernández Carbajal
Executive Chairman of the Board of Fomento
Económico Mexicano, S.A.B. de C.V.
Elected 1984
Alternate Director: Federico Reyes García c
Eva María Garza Lagüera Gonda
Private Investor
Elected 1999
Alternate Director: Mariana Garza Lagüera Gonda
Paulina Garza Lagüera Gonda
Private Investor
Elected 1999
Alternate Director: Othón Páez Garza
José Calderón Rojas
Chief Executive Officer of Franca Servicios, S.A. de C.V., Regio Franca, S.A. de C.V., and Franca Industrias, S.A. de C.V.
Elected 1984
Alternate Director: Francisco José Calderón Rojas
Consuelo Garza de Garza
Founder and Former President of Asociación Nacional Pro-Superación Personal, A.C.
(a Non-profit Organization)
Elected 1995
Alternate Director: Alfonso Garza Garza
Max Michel Suberville
Private Investor
Elected 1985
Alternate Director: Max Michel González
Alberto Baillères González
Chairman of the Board of Grupo BAL companies, and Chairman of the Governance Board of the Instituto Tecnológico Autónomo de México (ITAM).
Elected 1989
Alternate Director: Arturo Fernández Pérez
Francisco Javier Fernández Carbajal c
Chief Executive Officer of Servicios Administrativos
Contry, S.A. de C.V.
Elected 2005
Alternate Director: Javier Astaburuaga Sanjines c
Ricardo Guajardo Touché c, i
Chairman of SOLFI, S.A. and Director of Grupo Valores Monterrey
Elected 1988
Alternate Director: Alfonso González Migoya a, i
Alfredo Livas Cantú c, i
President of Praxis Financiera, SC
Elected 1995
Alternate Director: Sergio Deschamps Ebergenyi i
Bárbara Garza Lagüera Gonda
Private Investor, President of the Acquisitions
Committee of Colección FEMSA
Elected 2005
Alternate Director: Juan Guichard Michel
José Manuel Canal Hernando a, i
Independent Consultant
Elected 2003
Alternate Director: Ricardo Saldívar Escajadillo b, i
Series “D” Directors
Armando Garza Sada i
Chairman of the Board of Grupo Alfa, S.A.B. de C.V.
Elected 2003
Alternate Director: Enrique F. Senior Hernández i
Moisés Naím i
Distinguished Fellow at the Carnegie Endowment
for International Peace
Elected 2011
Alternate Director: Francisco Zambrano Rodríguez a,i
Michael Larson i
Chief Investment Officer for William H. Gates III
Elected 2011
Robert E. Denham b, c, i
Partner at Munger, Tolles & Olson, LLP Law firm
Elected 2001
Secretary
Carlos Eduardo Aldrete Ancira
Alternate Secretary
Arnulfo Treviño Garza
Committees:
a) Auditing
b) Corporate Practices
c) Finance and Planning
Relation:
i) Independent
