Board of Directors

Our Company’s management is overseen by a Board of Directors.

Membership:

• The members are appointed each year by the shareholders in their General Ordinary Assembly meeting.
• Independent Directors must represent a minimum of 25% of total Directors.
• Minority shareholders, whose shares are at least 10% of Company shares, that is, owners’ equity, have the right to choose a Director and the corresponding Alternate Director, who may be removed only when other Board Directors are removed.
• The Board of Directors must meet a minimum of 4 times a year.

Primary duties:

• Electing the CEO.
• Serving as consultant/ advisor to Top Management.
• Working actively with the CEO to develop general strategies for the Company and for any and all subsidiaries.
• Supervising performance of relevant executives.
• Approving policies on information and communication with shareholders and the market.

Other practices:

• The Board evaluates the performance of each Director.
• Independent directors must have experience in the overall business of the Company.
• The Board has access to independent consultants.
• The Chairman of the Board may neither serve as Secretary nor preside over any Board committees.

The Board of Directors is supported by 3 committees, whose job is to analyze subjects of their competence in detail and make recommendations to the Board so that it may review the information and make any decisions that result in creating value for our shareholders.

Note: Wal-Mart de México, S.A.B. de C.V. held its Annual General Ordinary Shareholders’ Assembly on March 24, 2015, where the members of the Board of Directors were ratified and the addition of Richard Mayfield as proprietary Board member was approved.