Board of Directors

Makeup and Frequency:

• The Board of Directors is comprised only by statutory members.

• Members are appointed each year by the General Ordinary Shareholders’ Assembly.

• Independent directors should make up a minimum of 25% of the total amount; currently, 46% of all Directors are independent.

• Minority shareholders, whose shares represent a minimum of 10% of owners equity for the Company, have the right to choose a Director, who may only be removed when the other Board members are also removed. To date, 29.49% of Company shares are traded among the investor public.

• The participation of officers of the Company and its subsidiaries is limited, and only the CEO is a member of the Board.

• The Board of Directors meets at least four times a year; during 2017 there were five sessions held.

Other practices:

• The Board evaluates the performance of each Director.

• Independent Directors are experienced in the core business of the Company.

• The Board has access to independent advisers.

• The Chairman of the Board is neither allowed to act as Secretary nor to preside over any Board committees.

The Board of Directors obtains the support of two Committees for its duties; said committees must conduct in-depth analysis of subjects pertaining to its field of expertise and offer recommendations to the Board so it may study the information and make the right decision, creating value for our shareholders and stakeholders.

28%
of members are
women

46%
of members are
independent