Our corporate governance principles provide us with a framework for the company’s operation while working in the best interests of our stockholders. Mexican legislation forms the basis of our corporate governance practices. Because our shares are listed on the Mexican Stock Exchange (BMV), we are specifically governed by the Securities Market Law. We also adhere to the Code of Best Corporate Practices backed by the Business Coordinating Council.

The board of directors heads our corporate governance system and is responsible for determining corporate strategy, refining and supervising the implementation of the values and vision that characterize us, and approving transactions between related parties and those that are completed outside the ordinary course of our business.

Our corporate bylaws call for the establishment of auditing and corporate practices committees, whose function is to assist the board of directors in performing its duties.

Audit Committee

The audit committee is responsible for evaluating the internal control and internal audit system of the company; identifying any significant deficiencies; monitoring any corrective or preventive measures taken in the event of noncompliance with operational and accounting guidelines and policies; evaluating the performance of the external auditors; describing and evaluating non audit services performed by the external auditors; reviewing the company’s financial statements; evaluating the effects of any modification to the accounting policies approved throughout the fiscal year; monitoring the measures taken with regard to observations by stockholders, directors, executive officers, employees, or third parties regarding accounting, internal control systems, and internal and external audits, as well as any claim related to irregularities in management, including anonymous and confidential methods for handling reports from employees; and overseeing compliance with the decisions of the general stockholders meeting and the board of directors.

Corporate Practices Committee

The corporate practices committee is responsible for evaluating the performance of the related directors; reviewing transactions between related parties; reviewing officers’ compensation; evaluating any dispensation granted to the directors or related directors so that they may take advantage of business opportunities; and performing activities as required by the securities laws. According to our bylaws, all members of the audit and corporate practices committee, including each chairman, shall be independent directors.

Executive Committee

The executive committee was established by resolution of the board of directors on July 16, 2009, and the core activity of said committee will be to try and resolve relevant and urgent issues that cannot be delayed depending on the frequency of sessions of the board of directors. However, in no case shall the executive committee have the powers reserved by law or by the bylaws to the board of directors, audit committee and/or corporate practices committee, or stockholders assembly. The powers of the executive committee are to analyze, evaluate, and if necessary propose to the board of directors for its approval investments in productive assets and company acquisitions, as well as to discuss business plans, financing operations, and commercial names and brands, and to establish and validate strategies in the medium and long term, among others.

Information for Investors

One area of our organization is specifically responsible for communication with our stockholders and investors. Our fundamental objective is to ensure that our stockholders and investors receive necessary and sufficient information to evaluate the performance and progress of the organization.