We seek to adhere to best governance practices, with a commitment to quality, accuracy and reliability in our disclosure, financial transparency, accountability, and the highest ethical standards. We comply with the standards set forth in the Mexican Securities Law (Ley del Mercado de Valores) and the applicable provisions of the Sarbanes-Oxley Act (United States of America).
The following committees support the work of the Board of Directors:
The Audit Committee is responsible for (i) reviewing the accuracy and integrity of quarterly and annual financial statements in accordance with accounting, internal control and auditing requirements; (ii) the appointment, compensation, retention, and oversight of the independent auditor, who reports directly to the Audit Committee; and (iii) identifying and following up on contingencies and legal proceedings.
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. 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.
As required by Mexican Securities Law and applicable NYSE listing standards, all committee members are independent directors. The members of the committee are: José Manuel Canal Hernando (Chairman and financial expert), Francisco Zambrano Rodriguez, Alfonso González Migoya and Ernesto Cruz Velázquez de León. The Secretary of the Audit Committee is José González Ornelas.
Corporate Practices Committee
The Corporate Practices Committee is responsible for preventing or reducing the risk of transactions that could damage the value of the company or benefit a particular group of shareholders. The committee may call a shareholders’ meeting and place matters on that meeting’s agenda as it deems appropriate. It is also responsible for 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.
As required by Mexican Securities Law, each member of the Corporate Practices Committee is an independent director. The members of the committee are: (†)Alfredo Livas Cantú (Chairman), Robert E. Denham, Moisés Naím and Ricardo Saldívar Escajadillo. The Secretary of the Corporate Practices Committee is Miguel Eduardo Padilla Silva.
Finance and Planning Committee
The Finance and Planning Committee is responsible for (i) evaluating the investment and financing policies proposed by the Chief Executive Officer; and (ii) evaluating risk factors to which the corporation is exposed, as well as its management policies. The members of the committe are: Ricardo Guajardo Touché (Chairman), Federico Reyes García, Robert E. Denham, Francisco Javier Fernández Carbajal and (†)Alfredo Livas Cantú. The Secretary of the Finance and Planning Committee is Miguel Eduardo Padilla Silva.
For more information on how our corporate governance practices differ from those of United States companies under NYSE listing standards, please refer to the Corporate Governance section of our website: www.femsa.com/investor
The reliability and transparency of our corporate governance policies at FEMSA is essential to our long-term success."