Corporate Governance

FEMSA seeks to adhere to the highest ethical standards of governance practices. We are committed to the quality, accuracy and reliability of our practices for disclosing information, financial transparency and accountability. Our corporate practices comply with the laws of the countries where we operate. We comply with the standards set forth in the Mexican Securities Law (Ley del Mercado de Valores), and the applicable United States securities laws, including the Sarbanes-Oxley Act. Additionally we observe recommendations of the Mexican Code of Best Practices, issued by the Business Coordinating Council (Consejo Coordinador Empresarial).

Board of Directors

The Board of Directors is responsible for establishing our corporate strategy, defining and overseeing the implementation of our vision and values, and approving related-party transactions, including transactions outside the ordinary course of business and internal policies.

Series “B” Directors

José Antonio Fernández Carbajal C
Executive Chairman of the Board of Directors of Fomento Económico Mexicano, S.A.B. de C.V.
Elected 1984
Alternate: Federico Reyes García C

Javier Gerardo Astaburuaga Sanjines C
Vice-President of Corporate Development of Fomento Económico Mexicano, S.A.B. de C.V.
Elected 2006

Mariana Garza Lagüera Gonda
Private Investor
Elected 1998
Alternate: Paulina Garza Lagüera Gonda

Eva María Garza Lagüera Gonda
Private Investor
Elected 1999
Alternate: Othón Páez Garza

José Fernando Calderón Rojas
Chief Executive Officer and Chairman of the Board of Directors of Franca Servicios, S.A. de C.V., Servicios Administrativos de Monterrey, S.A. de C.V., Regio Franca, S.A. de C.V., and Franca Industrias, S.A. de C.V.
Elected 1984
Alternate: Francisco José Calderón Rojas

Alfonso Garza Garza
Vice President of Strategic Businesses of Fomento Económico Mexicano, S.A.B. de C.V.
Elected 2001
Alternate: Juan Carlos Garza Garza

Max Michel González
Operations Manager at Servicios Liverpool, S.A. de C.V.
Elected 1996
Alternate: Bertha Michel González

Alberto Bailleres González
Chairman of the Boards of Directors of the companies of Grupo BAL, S.A. de C.V.
Elected 1989
Alternate: Arturo Fernández Pérez

Francisco Javier Fernández Carbajal C
Chief Executive Officer of Servicios Administrativos Contry, S.A. de C.V.
Elected 2004
Alternate: Daniel Alberto Rodríguez Cofré

Ricardo Guajardo Touché B, C, I
Chairman of the Board of Directors of Solfi, S.A. de C.V.
Elected 1988

Alfonso González Migoya A, I
Chairman of the Board of Directors of Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (Volaris).
Elected 2006
Alternate: Sergio Deschamps Ebergenyi I

Carlos Salazar Lomelín
Member of the Board of Directors of Fomento Económico Mexicano, S.A.B. de C.V., Coca-Cola FEMSA, S.A.B. de C.V., Grupo Financiero BBVA Bancomer, S.A. de C.V. and Fundación FEMSA, A.C.
Elected 2014
Alternate: Eduardo Padilla Silva

Bárbara Garza Lagüera Gonda
Private Investor; President of the Acquisitions Committee of Colección FEMSA
Elected 1998
Alternate: Juan Guichard Michel

Ricardo E. Saldívar Escajadillo B, C, I
President of the Board of Directors and former Chief Executive Officer of The Home Depot Mexico
Elected 2006

Alfonso de Angoitia Noriega I
Executive Vice-Chairman and Chairman of the Finance Committee of Grupo Televisa, S.A.B.
Elected 2015

Series “D” Directors

Armando Garza Sada I
Chairman of the Board of Directors of Grupo Alfa, S.A.B. de C.V., Alpek, S.A.B. de C.V. and Nemak, S.A.B. de C.V.
Elected 2003
Alternate: Enrique F. Senior Hernández C, I

Moisés Naím B, I
Distinguished Fellow at the Carnegie Endowment for International Peace; Producer and host of Efecto Naím; author and journalist
Elected 2011
Alternate: Francisco Zambrano Rodríguez A, I

José Manuel Canal Hernando A, I
Independent Consultant
Elected 2003

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
Elected 2001
Alternate Director: Ernesto Cruz Velázquez de León A, I

Carlos Eduardo Aldrete Ancira

Alejandro Gil Ortiz
Alternate Secretary

A: Audit Committee; B: Corporate Practices Committee; C: Strategy and Finance Committee; I: Independent Director


Our Board of Directors is supported by committees that analyze issues and provide recommendations to the Board of Directors regarding their respective areas of focus, which include economic, social and environmental matters.

Audit Committee* Corporate Practices Committee* Strategy and Finance Committee

Responsible for:

  • reviewing the accuracy and integrity of quarterly and annual financial statements in accordance with accounting, internal control, and auditing requirements;
  • the appointment, compensation, retention, and oversight of the independent auditor, who reports directly to the Audit Committee;
  • identifying and following up on contingencies and legal proceedings.

Responsible for:

  • preventing or reducing the risk of transactions that could damage the value of the company or benefit a particular group of shareholders;
  • approving policies for the use of the company’s assets or any related party transactions and the compensation of the Chief Executive Officer and senior executives, as well as supporting the Board of Directors in the preparation of reports on accounting practices.

Responsible for:

  • evaluating the investment and financing policies proposed by the Chief Executive Officer;
  • evaluating risk factors to which the corporation is exposed, as well as its management policies.

* Committee members are independent directors, as required by Mexican Securities Law.

The Audit Committee has 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.

Executive Management

Our management team is focused on driving business growth by creating economic, social and environmental value for all our stakeholders.

Each of our executive leaders has significant professional experience within the industries where our businesses operate.


José Antonio Fernández Carbajal
Executive Chairman of the Board
Mr. Fernández joined FEMSA in 1988. He was appointed CEO in 1995 and Chairman in 2001, serving in both positions until January 2014. He is Vice Chairman of the Heineken N.V. Supervisory Board and member of the Heineken Holding N.V. Board, and also serves as Chairman of Coca-Cola FEMSA, FEMSA Foundation, Tecnológico de Monterrey and the US-Mexico Foundation. He is a member of the Board of Industrias Peñoles and Grupo Televisa, co-chairs the Mexico Institute of the Woodrow Wilson Center and he is a member of the board of trustees of the Massachusetts Institute of Technology. His degrees in Industrial Engineering and Systems and MBA were both earned from Tecnológico de Monterrey.

Eduardo Padilla Silva
Chief Executive Officer of FEMSA
Mr. Padilla joined FEMSA in 1997 and was named to his current position in January 2018. Previously he served as Chief Financial and Corporate Officer of FEMSA, CEO of FEMSA Comercio, CEO of FEMSA Strategic Procurement and FEMSA’s Director of Planning and Control. Mr. Padilla earned a Bachelor’s degree in Mechanical Engineering from Tecnológico de Monterrey and an MBA from Cornell University. He also holds a Master’s degree from IPADE.

Javier Gerardo Astaburuaga Sanjines
Vice President of Corporate Development of FEMSA
Mr. Astaburuaga joined FEMSA in 1982. His roles in the company have included co-CEO of FEMSA Cerveza, Director of Sales for Northern Mexico, CFO of FEMSA Cerveza and Chief Financial and Corporate Officer of FEMSA. He was appointed to his current position in April 2015. Mr. Astaburuaga earned his Bachelor’s degree in Public Accounting from Tecnológico de Monterrey.

Alfonso Garza Garza
Vice President of Strategic Businesses of FEMSA
Mr. Garza joined FEMSA in 1985 and held various positions including CEO of FEMSA Empaques. In 2012 he was appointed to his current position. He served as President of the Employers Confederation of Mexico (Coparmex) for the state of Nuevo León (2011-2013), and has served as National Vice President since 2009. He is Chairman of the Talent and Culture Committee of Tecnológico de Monterrey, and member of the Board 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 coursework at IPADE.

Genaro Borrego Estrada
Vice President of Corporate Affairs of FEMSA
Mr. Borrego joined FEMSA in 2008 after serving as Governor of the Mexican State of Zacatecas (1986-1992), head of the Mexican Social Security Institute (IMSS) (1993-2000) and Senator to the Federal Congress representing the State of Zacatecas (2000-2006). He holds a degree in Industrial Relations from Universidad Iberoamericana.

José González Ornelas
Vice President of Administration and Corporate Control of FEMSA
Mr. González joined FEMSA in 1973 and assumed his current position in 2001. His previous roles have included CFO of FEMSA Cerveza, Director of Planning and Corporate Development of FEMSA and CEO of FEMSA Logística. He serves as Secretary of the Audit Committee of both FEMSA’s and Coca-Cola FEMSA’s Boards of Directors, and is a member of the Board of Productora de Papel, S.A. He holds a BA in Accounting from Universidad Autónoma de Nuevo León and completed postgraduate studies in Business Administration at IPADE.

John Anthony Santa Maria Otazúa
Chief Executive Officer of Coca-Cola FEMSA
Mr. Santa Maria was appointed to his current position in 2014, having joined Coca-Cola FEMSA in 1995 and having served in several senior management positions since then, including COO of the company’s Mexico Division, and Strategic Planning and Business Development Officer. Mr. Santa Maria earned a Bachelor´s degree and an MBA with a major in Finance from Southern Methodist University.

Daniel Alberto Rodríguez Cofré
Chief Executive Officer of FEMSA Comercio
Mr. Rodríguez joined FEMSA in 2015 as Chief Financial and Corporate Officer, and was named to his current position in January 2016. Prior to joining the company he was CFO and then CEO of CENCOSUD (Centros Comerciales Sudamericanos S.A.), among other senior finance and management positions in Latin America, Europe and Africa. He is a member of the Board of Coca-Cola FEMSA and an alternate member of the Board of FEMSA. Mr. Rodríguez holds a forest engineering degree from Austral University of Chile and an MBA from Adolfo Ibañez University.

Code of Ethics

Our Code of Ethics1 defines our expectations for ethical decision-making and professional business conduct, including employment policies, health and safety, our relations with the community, use of resources, compliance with regulation, relations with third parties and responsibilities under the Code of Ethics. The Code is applicable to all our collaborators and officers—including our Chief Executive Officer—and each is required to confirm their understanding of, and adherence to, these standards.


In accordance with the provisions set forth in our Code of Ethics, we maintain a whistleblower system, through which FEMSA detects any illegal practices, inappropriate conduct or Code of Ethics violations. Managed 24 hours a day, every day, by an independent party, this system offers our stakeholders four confidential, anonymous communication channels: phone, website, e-mail or online chat.


Whistleblower System
Number of complaints received at FEMSA and its Business Units

Number of complaints received at FEMSA and its Business Units*

  2015 2016 2017
Number of complaints received 1,792 2,002 2,492
Resolved in same calendar year 65% 82% 70%
Resolved beyond same calendar year 35% 18% 30%
* Complaints include reported situations relating to workplace or sexual harassment, discrimination, human rights violations, theft, corruption, misuse of information, negative impacts on the community and the environment, among others.