ANNUAL REPORT
2019
FEMSA seeks to generate profitable, consistent growth year on year while exhibiting the highest standards of corporate governance and ethical business principles. As such, we uphold rigorous practices of transparency, accountability and disclosure for all our stakeholders.
Our corporate practices comply with the laws of all countries where we operate. In Mexico and the United States, for example, we comply with all applicable standards, rules and regulations, including the Mexican Securities Law (Ley del Mercado de Valores) and the Sarbanes-Oxley Act. Additionally, we observe the recommendations of the Mexican Code of Best Practices, issued by the Business Coordinating Council (Consejo Coordinador Empresarial).
Code of Ethics
Our Code of Ethics forms the basis of FEMSA’s approach to corporate governance, characterized by a culture of respect, honesty and integrity. The Code establishes the fundamental principles and norms that guide us in our ethical behavior in relation to our shareholders, customers, suppliers, authorities, civil society organizations, the environment, community and everyone we interact with. It also indicates the mechanisms to report any breach, behavior or practice that does not adhere to our Code of Ethics and corporate policies. The Code, approved by the Board of Directors, applies to directors and collaborators in all countries where we operate.
Likewise, we ask our suppliers of goods and services to adhere to the FEMSA Supplier Guiding Principles, which describe our expectations as they relate to sustainability, including labor rights, the environment, community and ethics and values.
FEMSA’s Board of Directors is responsible for determining the Company’s corporate strategy; defining and supervising the implementation of its vision and values, and approving related operations, including those outside the ordinary course of business.
In 2019, the Board of Directors was made up of 20 directors, of which 83% were men and 17% were women, supported by one Secretary and one Alternate Secretary, neither of whom are members of the Board of Directors. In accordance with our bylaws and the Mexican Securities Law, at least 25% of the members of our Board of Directors are independent.
Series B Directors
José Antonio Fernández Carbajal C
Executive Chairman of the Board of Directors of FEMSA
Elected in 1984
Alternate: Federico Reyes García C
Javier Gerardo Astaburuaga Sanjines C
Vice-President of Corporate Development of FEMSA
Elected in 2006
Bárbara Garza Lagüera Gonda
Private investor and president of the acquisitions committee of the FEMSA Collection
Elected in 1998
Alternate: Mariana Garza Lagüera Gonda
Eva María Garza Lagüera Gonda
Private investor
Elected in 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 in 1984
Alternate: Francisco José Calderón Rojas
Alfonso Garza Garza
Vice President of FEMSA Strategic Businesses
Elected in 2001
Alternate: Juan Carlos Garza Garza
Maximino José Michel González
Chief Executive Officer of 3H Capital Servicios Corporativos, S.A. de C.V.
Elected in 1996
Alternate: Bertha Paula Michel González
Francisco Javier Fernández Carbajal C
Chief Executive Officer of Servicios
Administrativos Contry, S.A. de C.V.
Elected in 2004
Alberto Baillères González
Chairman of the Board of Directors of Industria Peñoles, S.A.B. de C.V., Grupo Nacional Provincial, S.A.B., Fresnillo Plc, Grupo Palacio de Hierro, S.A.B. de C.V., Grupo Profuturo, S.A.B. de C.V. and subsidiaries, Controladora Petrobal, S.A. de C.V., Energía BAL, S.A. de C.V., Energía Eléctrica BAL, S.A. de C.V., and Tane, S.A. de C.V.
Elected in 1989
Alternate: Alejandro Baillères Gual
Ricardo Guajardo Touché B, C, I
Chairman of the Board of Directors of Solfi, S.A. de C.V.
Elected in 1988
Alfonso González Migoya A, I
Chairman of the Board of Directors of Controladora Vuela Compañía de Aviación, S.A.B. de C.V. and managing partner of Acumen Empresarial, S.A. de C.V.
Elected in 2006
Paulina Garza Lagüera Gonda
Private investor
Elected in 2009
Ricardo Ernesto Saldívar Escajadillo B, C, I
Private investor
Elected in 2006
Alfonso de Angoitia Noriega I
Co-Chief Executive Officer of Grupo Televisa, S.A.B.
Elected in 2015
Miguel Eduardo Padilla Silva
Chief Executive Officer of Fomento Económico Mexicano, S.A.B. de C.V.
Elected in 2014
Series D Directors
Armando Garza Sada I
Chairman of the Board of Directors of Alfa, S.A.B. de C.V., Alpek, S.A.B. de C.V. and Nemak, S.A.B. de C.V.
Elected in 2003
Alternate: Enrique F. Senior Hernández C, I
Moisés Naím B, I
Honorary member of the Carnegie Endowment for International Peace; producer and host of Efecto Naim; author and journalist
Elected in 2011
Alternate: Francisco Zambrano Rodríguez A, I
Michael Larson I, C
Chief Investment Officer for William H. Gates III
Elected in 2010
Robert Edwin Denham B, C, I
Partner at Munger, Tolles & Olson LLP
Elected in 2001
Víctor Alberto Tiburcio Celorio I, A
Independent consultant
Elected in 2018
Non-Member Board of
Directors Positions
Carlos Eduardo Aldrete Ancira Secretary of the Board of Directors
Alejandro Gil Ortiz Alternate Secretary of the Board of Directors
Key:
Audit Committee A
Corporate Practices Committee B
Strategy and Finance Committee C
Independent Director I
The members of the following committees support the Board of Directors by analyzing strategic issues critical to the success of the business. They provide recommendations related to the focus areas shown below, including economic, social and environmental matters.
Responsible for:
Responsible for:
Responsible for:
* All committee members are independent directors, as required by the Mexican Securities Law, applicable U.S. Securities Laws and applicable NYSE listing standards.
Our management team drives 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 of Directors of FEMSA
Mr. Fernández began his career at
FEMSA in 1988, serving in various
positions, including CEO of OXXO.
He was appointed CEO of FEMSA in
1995 and Chairman of the Board in
2001, serving in both positions until
January 2014. He is also Chairman of
the Board of Coca-Cola FEMSA. In
2010, he was appointed Vice-President
of Heineken Holding NV’s Board of
Directors and Chairman of Heineken’s
Americas Committee. Since 2012, Mr.
Fernández has been Chairman of the
Board of Tecnológico de Monterrey,
where he has served as Vice Chairman
since 1997. In 2017, he was elected as
a full-term member of Massachusetts
Institute of Technology (MIT)
Corporation, where he contributes to
the Dean for Student Life and Dean for
Undergraduate Education committees.
Currently, he also participates as a
board member of Industrias Peñoles.
He holds a degree in Industrial
Engineering and Systems from
Tecnológico de Monterrey, where he
earned an MBA in 1978 and has been a
professor for more than 20 years.
Miguel 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 Businesses,
and FEMSA’s Planning and Control
Officer. He earned a Bachelor’s degree
in Mechanical Engineering from ITESM
and an MBA from Cornell University.
He also completed executive
management studies at IPADE
Business School.
Javier Gerardo Astaburuaga Sanjines
Vice President of Corporate Development of FEMSA
Mr. Astaburuaga joined FEMSA in
1982. Among other positions in the
Company, he has held the position of
co-CEO of FEMSA Cerveza, Director
of Sales for Northern Mexico, CFO of
FEMSA Cerveza, and Chief Financial
and Corporate Officer of FEMSA. He
has held his current position since April
2015. He studied Public Accounting
at ITESM.
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 2009
he was appointed to his current
position. He is President of the
Monterrey Metropolitan Water Fund,
Vice-Chairman of the executive
commission of the National President
of the Employers Confederation of
Mexico (Coparmex). He is a member
of the Board of Directors of FEMSA,
ITESM, Grupo Nutec, S.A. De C.V.
He is also an alternate member of
the Board of Directors of Coca-Cola
FEMSA. He graduated from ITESM in in
Industrial Engineering and completed
postgraduate coursework at IPADE
Business School.
Roberto Campa Cifrián
Vice President of Corporate Affairs of FEMSA
Mr. Campa joined FEMSA in 2019, after
a long career in the public, private,
and social sectors. He has served in
the federal government of Mexico
as Secretary of Labor and Social
Welfare, Undersecretary of the Interior,
and Head of the Federal Consumer Protection Agency. He has also served
as a representative in the Mexico City
Legislative Assembly and as a federal
congressional representative. He
holds a law degree from Universidad
Anáhuac, where he is also a professor
of “Macroeconomic Theory” and
President of the Federation of
Student Societies.
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 Bachelor of Arts
degree in accounting from Universidad
Autónoma de Nuevo León, and he
completed postgraduate studies in
Business Administration at IPADE
Business School.
John Anthony Santa Maria Otazua
Chief Executive Officer of Coca-Cola FEMSA
Mr. Santa Maria was appointed to his
current position in 2014. He joined
Coca-Cola FEMSA in 1995 and
served in several senior management
positions since then, including COO of
the Company’s Mexico Division, and
Strategic Planning and Commercial
Development Officer. He 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 CEO of
CENCOSUD (Centros Comerciales
Sudamericanos, S.A.), among other
senior finance and management
positions in Latin America, Europe,
and Africa. He is an alternate member
of the Boards of Coca-Cola FEMSA
and FEMSA. He holds a forest
engineering degree from Austral
University of Chile and an MBA from
Adolfo Ibáñez University.