It is comprised of three independent directors and one alternate director, all of them independent.

Primary responsibilities:

  1. Selecting the independent auditor for the Company and establishing fees.
  2. Ensuring the existence of the proper internal control scheme for the Company that meets any and all applicable accounting and legal provisions, and reviewing Company transactions with related parties.
  3. Reviewing financial statements and ensuring that they properly reflect the financial situation of the Company. They must also contain procedures to receive, keep, and respond to claims related to accounting practices and controls and to auditing matters. Moreover, the Committees have the necessary authority and resources to hire independent lawyers and advisers needed to fulfill their responsibilities.
  4. Reduce the risk of conducting operations under conditions that could affect the worth of the Company or granting favored conditions to any one group of shareholders.
  5. Approving policies for the use of properties pertaining to the net worth of the Company.
  6. Authorizing transactions with related parties, remuneration for the Chief Executive Officer, and remuneration policies regarding relevant Company officers.
  1. Serving as support for the Board of Directors in producing reports on accounting practices.
  2. Holding private meetings and receiving periodic reports from Internal Audit, Legal, Compliance, and Ethics.
  3. Calling the shareholders to meetings and ensuring that the order of business includes all the points deemed necessary.

Primary requirements and practices:

  1. All members must be independent Directors, experts in finance.
  2. Independent auditors are forbidden from providing consultancy services to the Company.
  3. The partner from the independent auditing firm that renders the opinion on the financial statements must be rotated periodically.


Adolfo Cerezo (Chairman)*
Ernesto Cervera (Alternate)*
Roberto Newell*
Blanca Treviño*

* Independent Director