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Corporate Governance
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AUDIT COMMITTEE
The Audit Committee of the BMV and the legal entities that it controls is constituted as a body of the Board of Directors to coordinate the activities aimed at the correct evaluation of the risks of the Company and of the legal entities that it controls, with the collaboration of internal audit, the areas involved and, in its case, the support of external advisors.
The Audit Committee of the BMV and the legal entities that it controls will have, the following faculties, among others:
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To give an opinion to the Board of Directors about the matters it is concerned with, in accordance to the Securities Market Law and general provisions which emanate from itself;
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To recommend to the Board of Directors the external auditors of the Company, and the legal entities that it controls, the conditions of the contract; as well as the scope of their mandate;
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To evaluate the performance of the legal entity providing the external audit services, as well as to analyze the opinion or reports prepared and signed by the external auditor;
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To inform the Company's Board of Directors about the situation of the internal control and internal audit system of the Company or of the legal entities that it controls, including any irregularities it may detect;
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To support the Board of Directors in the elaboration of reports of the main accounting and reporting policies and criteria followed by the preparation of financial information; and by the operations and activities in which it has taken part in accordance with the provisions of the Securities Market Law;
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Investigate possible non-compliance of which it has knowledge, with respect to operations, guidelines and operating policies, internal control systems and internal audit and accounting records, either of the Company itself or of the legal entities it controls, an examination of the documentation, records and other evidential evidence must be performed, in the degree and extent that it is necessary to carry out the surveillance mentioned above.
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To inform to the Board of Directors any significant irregularities detected in the course of its duties and, where appropriate, of any corrective actions taken, or to propose those to be applied;
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Call Shareholders' Meetings and have the action items they deem pertinent included in the agenda of assemblies mentioned before.
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To ensure that internal mechanisms and controls are established to verify that the acts and operations of the Company and of the legal entities it controls comply with applicable regulations, as well as to implement methodologies that make it possible to review compliance with the above; and
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Any other faculties established by the Securities Market Law or provided by in the Company's Articles of Incorporation.
Members
- Clemente Ismael Reyes-Retana Valdés (Chair)
- Claudia Jañez Sánchez
- Marcos Alejandro Martínez Gavica
- Eduardo Valdés Acra
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CORPORATE PRACTICES COMMITTEE
The Corporate Practices Committee of the BMV and of the legal entities it controls, is constituted as a body of the Board of Directors to carry out the activities regarding corporate practices, as established by the Securities Market Law, and will analyze and evaluate the operations in which the Company has a conflict of interest, as well as carry out the functions regarding the compensation of the relevant executives and the organizational structure of the Company and of the legal entities it controls.
The Corporate Practices Committee will have, the following faculties, among others:
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To give an opinion to the Board of Directors of the Company about matters within its competence under the Securities Market Law;
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To support the Company's Board of Directors in the preparation of the reports referred to in Article 28, section IV, paragraphs d) and e) of the Securities Market Law;
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In terms of compensation: (i) Approve, if appropriate, the compensation of the Chairman of the Board of Directors of the Company, including at the time its separation scheme and the compensation scheme of the Chief Executive Officer and the Deputy General Directors, in the understanding that the function of approving the integral compensation of the Chief Executive Officer of the Company, as well as the policies for the appointment and integral compensation of the other relevant managers must be submitted to the approval of the Board of Directors, following the opinion of this Committee; (ii) To determine the compensation policies that the Company must maintain in its organizational structure, based on the market situation; and (iii) To periodically evaluate the Chief Executive Officer and other relevant executives; and
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Any other faculties established by the Securities Market Law, provided by in the Company's Articles of Incorporation or expressly granted by the Board of Directors, in accordance with the functions assigned to it by that legal system.
Members
- Tania Ortiz Mena López Negrete (Chair)
- Alberto Torrado Martínez
- Gina Díez Barroso Azcárraga
- Marcos Alejandro Martínez Gavica
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SECURITIES LISTING COMMITTEE OF ISSUERS
The Securities Listing Committee of the Company's Issuers is constituted as a body of the Board of Directors whose purpose is to evaluate and, if applicable, approve the admission and listing of issuers' securities on the Mexican Stock Exchange, in accordance with the provisions of the Securities Market Law.
The Company's Issuer Securities Listing Committee shall have the following faculties:
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To review and to rule various listing requests submitted to the BMV, depending on the type of security, as well as on new instruments to be operated within the capital market;
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To review and to rule all applications for incorporation into the Preliminary List submitted by companies that intend to have their shares or ordinary share certificates listed preventively on the BMV;
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To request from the Company's Regulatory Committee, when it considers it appropriate, an opinion on the content and scope of any legal aspect related to any procedure for listing securities on the Mexican Stock Exchange; and
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Any other faculties expressly granted by the Board of Directors.
Members
- Xavier M. de Uriarte Berrón (Chair)
- Carlos Ibáñez Esténs
- Jorge Eduardo Alonso Olivares
- Mauricio Basila Lago
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DISCIPLINARY COMMITTEE
The Disciplinary Committee of the BMV is constituted as a body of the Board of Directors to hear and to rule cases of alleged violations of self-regulatory rules issued by the Company, of the provisions of its Internal Regulations and other regulations of the Mexican Stock Exchange, committed by the obligated people in accordance with such provisions, and to impose the corresponding sanctions, as appropriate.
The Disciplinary Committee of the Company will have, the following faculties, among others:
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To hear and to rule cases of alleged violations of self-regulatory rules issued by the BMV, the provisions of its Internal Regulations and other regulations issued by the Mexican Stock Exchange, in accordance with the procedures established in those regulations;
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To impose the appropriate sanctions in accordance with the Internal Regulations governing the BMV, in respect of the matters referred to in the previous point;
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To discharge the cases submitted to its consideration, in accordance with the disciplinary procedure established in the Self-Regulatory Rules or in the Internal Regulations of the BMV;
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To collaborate at the request of the Audit Committee and within the scope of their respective competencies, in any matter arising from the investigation of alleged violations of the Rules and Regulations of the BMV; and
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Any other faculties expressly granted by the Board of Directors.
Members
- Jorge Gaxiola Moraila (Chair)
- Ernesto Nuño Gutiérrez
- Romeo Vizzani Fuentes
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MEMBERS ADMISSION COMMITTEE
The Member Admission Committee of the BMV is constituted as a body of the Board of Directors to evaluate and, if applicable, approve the admission of financial intermediaries that intend to operate through the Company's trading systems, in terms of the provisions of the Securities Market Law.
The Member Admission Committee of the Company shall have the following faculties, among others:
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To review and to rule all applications submitted to the BMV by brokerage firms to be admitted as Full or Limited Members, as the case may be, and to be able to carry out transactions and other intermediation activities through the BMV;
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To hear and approve requests submitted by its Members that involve a change in the status of their membership; and
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Any other faculties expressly granted by the Board of Directors.
Members
- Alfonso González Migoya (Chair)
- Clemente Ismael Reyes-Retana Valdés
- Fernando Ruiz Sahagún
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SUPERVISORY COMMITTEE
The Supervisory Committee of the BMV is constituted as an organ of the Board of Directors to coordinate the market monitoring functions in charge of the Company, including the integration and investigation of the cases of alleged violations of the Self-Regulatory Norms issued by the Company, of the provisions of its Internal Regulations and other regulations of the Mexican Stock Exchange, committed by the obliged people according to such provisions.
The Company's Supervisory Committee shall have, the following faculties, among others:
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To instruct the Company's Supervisory Director on the manner in which he or she should know and resolve, within the scope of his or her competence, on cases of alleged non-compliance with the provisions contained in the Self-regulatory Rules or in the Internal Regulations of the Mexican Stock Exchange or in other regulations issued by the Company that may be applicable;
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To implement the necessary mechanisms to ensure the integrity of the stock market;
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To determine the facts that generate the alert reports that will be considered in the performance of its functions, as well as the activities of the area in charge of the Supervisory Director;
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To submit to the Disciplinary Committee of the Company an opinion accompanied by the conclusions reached on the occasion of the investigations carried out by this Supervisory Committee.
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To recommend to the Board of Directors the appointment and, if appropriate, removal of the Company's Supervisory Director; and
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Any other faculties conferred by the Board of Directors.
Members
- Jaime Díaz Tinoco (Chair)
- Carlos Ballados Villagómez
- Rafael García Job
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REGULATORY COMMITTEE
The Regulatory Committee of the BMV is constituted as a body of the Board of Directors to establish and maintain an updated self-regulatory framework.
The Regulatory Committee of the Company will have, the following powers, among others:
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To develop, promote and maintain a regulatory framework with a self-regulatory orientation that regulates the activities of the participants in the securities market in accordance with the laws and provisions of a general nature applicable to them;
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To approve the abrogation, addition, repeal, issuance and modification of rules contained in the Internal Regulations and other regulations and rules of the Mexican Stock Exchange that, among other aspects, establish a self-regulatory regime;
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To disseminate in a comprehensive and timely manner, through the means it deems appropriate, the entry into force of the rules it issues;
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To propose to the competent authorities, the issuance of reforms to laws and regulations of a general nature that have an impact on the securities market;
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To serve as a consultative body to interpret the rules it issues; and
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Any other faculties expressly granted by the Board of Directors.
Members
- Alberto Saavedra Olavarrieta (Chair)
- Hernán Sabau García
- Juan Pablo del Río Benítez
- Rosa Martha Ríos Vázquez
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TECHNOLOGY COMMITTEE
The Technology Committee of the BMV and the legal entities it controls is constituted as an organ of the Administrative Council to carry out the advisory and consultative activities in technological matters, as well as the others that are entrusted to it by the Board of Directors.
The Technology Committee shall have, the following faculties, among others:
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To hear and to advise the Board of Directors on the technology strategy of the Company and the legal entities it controls, including, but not limited to: systems, processing infrastructure, communications and information technology services (projects with a high impact on cost or strategy), and contribute to aligning it with the business objectives;
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To hear and to follow up on the implementation of the main projects in the field of technology of the Company and of the legal entities it controls and to inform the Board of Directors of the Company about the situation of these projects, including any deviations detected;
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To hear and to advise to the Board of Directors of the Company on relevant acquisitions of hardware and software, as well as the main contracts for services from third parties in the technology area;
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Any other functions entrusted to it by the Board of Directors of the Company and/or determined to be necessary or corresponding by the Committee for the achievement of its objectives; and
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Any other faculties provided by in the Company's Articles of Incorporation.
Members
- Blanca A. Treviño de Vega (Chair)
- Bárbara Mair Rowberry
- Guillermo Güémez Sarre
- Miguel Alejandro Hernández Orozco
- Rafael Juan Rosales Gómez
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NOMINATION AND COMPENSATION COMMITTE
This Committee is responsible for proposing to the Shareholders’ Meeting of the Company a list of names of people who, in its opinion, after an interview, that should become part of the Board of Directors. Likewise, it may propose to the Meeting or the Board of Directors, as the case may be, the compensation corresponding to the members of the Board of Directors, Committees, and the Statutory Auditor of the Company, as well as to the members of the Board of Directors and Statutory Auditor of its subsidiaries.
The Nomination and Compensation Committee shall have, the following faculties, among others:
- To receive communications from shareholders who individually or collectively hold 10% of the share capital of the Company and intend to appoint a Board Member.
- To make available to the shareholders at least 15 calendar days prior to the date set for the Shareholders' Meeting the list with the names of the candidates that the Committee proposes to be members of the Board of Directors.
- To support the Board with the evaluation and compensation of the CEO and main officers of the company.
- To recommend guidelines for Board Members compensation.
- To analyze the proposal made by the CEO on the structure and criteria for employees compensation.
- To review and submit to the Board for approval, the ethics code and the whistleblowing reporting system and whistleblower protection; and
- To analyze and propose to the Board of Directors the approval of a formal succession policy for the succession of the CEO and main officers, as well as to verify its compliance.
Members
- Ernesto Ortega Arellano (Chair)
- Álvaro Vaqueiro Ussel
- Marcos Alejandro Martínez Gavica
- Tomás Christian Ehrenberg Aldford