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Corporate Governance

Our Corporate Governance is comprised by a Board of Directors, which is responsible for the management of the Company, a Corporate Practices Committee, and an Audit Committee, responsible for overseeing the proper management of the business, and the General Management, which is in charge of conducting and executing the strategy approved by the Board of Directors.

The members of the Board and the Corporate Practices and Audit Committees are appointed by the Stockholders’ Meeting for a term of one year, with the possibility of unlimited ratification, and have been proposed and elected for being honorable persons, with professional prestige and high experience in the sector, in addition to being free of conflicts of interest1.

Annually, the Shareholders’ Meeting approves the management of the Board of Directors and the Committees, who present a report on the activities carried out during each fiscal year, as well as the amount of their remuneration. As for performance evaluation systems, we currently do not have an external evaluation.

1. By legal provision, the executive president must refrain from participating and be present in the deliberation and voting of the matter in question.

Corporate governance

Our Corporate Governance is comprised by a Board of Directors, which is responsible for the management of the Company, a Corporate Practices Committee, and an Audit Committee, responsible for overseeing the proper management of the business, and the General Management, which is in charge of conducting and executing the strategy approved by the Board of Directors.

The members of the Board and the Corporate Practices and Audit Committees are appointed by the Stockholders’ Meeting for a term of one year, with the possibility of unlimited ratification, and have been proposed and elected for being honorable persons, with professional prestige and high experience in the sector, in addition to being free of conflicts of interest1.

Annually, the Shareholders’ Meeting approves the management of the Board of Directors and the Committees, who present a report on the activities carried out during each fiscal year, as well as the amount of their remuneration. As for performance evaluation systems, we currently do not have an external evaluation.

1. By legal provision, the executive president must refrain from participating and be present in the deliberation and voting of the matter in question.

Board of Directors

FERNANDO SENDEROS MESTRE2

Related Counselor

Executive President and Chairman of the Board of Directors of Grupo KUO3 and DINE

JAVIER ARRIGUNAGA GÓMEZ DEL CAMPO

Independent Counselor

Chairman of the Board of Directors of Grupo Aeroméxico and Investment Advisor

JOSÉ MANUEL CANAL HERNANDO

Independent Counselor

Independent Counselor, Commissioner and Advisor on Corporate Governance

ARTURO D’ACOSTA RUIZ

Related Counselor

Independent Business Advisor

JOSÉ MANUEL DEL BARRIO MOLINA

Independent Counselor

Integra M&A Partner

ALEJANDRO DE LA BARREDA GÓMEZ

Related Counselor

CEO of Grupo KUO and DINE

VALENTÍN DÍEZ MORODO

Independent Counselor

President of Nevadi International Group

ARTURO ELÍAS AYUB

Independent Counselor

Director of Strategic Alliances and Contents of América Móvi

FEDERICO FERNÁNDEZ SENDEROS

Related Counselor

Chairman of Grupo Sim and Independent Counselor of Grupo Chedraui

CARLOS GÓMEZ Y GÓMEZ

Related Counselor

Chairman of the Board of Directors of Estudia Más

VÍCTOR RIVERO MARTÍN

Independent Counselor

Managing Director of Telehotel

ERNESTO VEGA VELASCO

Independent Counselor

Business Independent Counselor

RAMÓN F. ESTRADA RIVERO

Board Secretary

Deputy Managing Director of Grupo KUO y DINE/ General Counsel

2. The Executive President is the Chairman of the Management Committee, composed of the Chief Executive Officer, the Deputy Chief Executive Officers and the Chief Financial Officer, who is responsible for the management, conduct and execution of the Company’s business, in accordance with the provisions of the applicable legal provisions, subject to the strategies, policies and guidelines approved by the Board of Directors.

3. The Chairman of the Board is the Executive President of the Company. However, he is a different person from the CEO.

The Board of Directors is the highest body management of KUO

The Board of Directors is KUO’s highest management body. It is composed of 12 members, 7 of whom are independent. On an annual basis, the Assembly analyzes the letter issued by the directors stating their independence.

The members of the Board meet at least once every three months. In compliance with the Company’s Bylaws, among its main responsibilities are:

  1. Establish the Company’s strategic vision and follow up on its fulfillment.
  2. Evaluate the performance of Relevant Executives, as well as their compensation. In this regard, with the favorable opinion of the Corporate Practices Committee, the Board of Directors approves any changes that may be made, whether the appointment or dismissal of the same.
  3. Evaluate risk management processes, in economic, environmental, and social issues.
  4. Present an Annual Report on the Group’s performance to the Shareholders’ Meeting for its review and approval.
  5. To enable the mechanisms and channels for communication with stakeholders, who are informed about the general performance of the Group.
  6. Approve the financial and legal information to be published by the Company to the shareholders and the investing public.
  7. Review, together with the respective committees, the relevant issues of the quarter presented by each management. The most relevant points must be submitted to the Shareholders’ Meeting for approval.

A director will be appointed to present relevant sustainability issues at each of the Board of Directors’ meetings, which will promote the knowledge, skills, and experience of the highest governance body on these issues.

DIVERSITY AND OTHER INDICATORS

  1. 8% of members are between 30 and 50 years old
  2. 92% of members are over 50 years old
  3. 100% of the Directors are men
  4. 2 executive members
  5. 10 non-executive members
  6. 17 years average length of service on the Board
  7. 12 members with other commitments

Audit
Committee

JOSÉ MANUEL CANAL HERNANDO

President

ERNESTO VEGA VELASCO

Independent Member

JOSÉ MANUEL DEL BARRIO MOLINA

Independent Member

RAMÓN F. ESTRADA RIVERO

Secretary

The Committee regularly meets every quarter and holds an additional session in December of each year. Among its main functions are:

  1. To assist the Board of Directors in the determination, implementation and evaluation of the Company’s internal control and internal audit system, as well as to monitor the main risks to which the Company is exposed.
  2. To review and propose for the approval of the Board of Directors the accounting policies and financial statements.
  3. Verify the administration and management of the company and implement the resolutions adopted by the General Shareholders’ Meeting.
  4. Propose the hiring of the legal entity that provides external auditing services, discuss the observations and findings detected by the External Auditor in the financial statements, as well as propose the necessary actions for their remediation.

Corporate Practices
Committee

VALENTÍN DÍEZ MORODO

President

ERNESTO VEGA VELASCO

Independent Member

VÍCTOR RIVERO MARTÍN

Independent Member

RAMÓN F. ESTRADA RIVERO

Secretary

This committee meets quarterly, and its main functions include

  1. To appoint, elect, dismiss, and compensate the General Manager, as well as to approve the policies for the appointment and compensation of relevant executives.
  2. To give its opinion to the Board of Directors on relevant and related party transactions.
  3. To call shareholders’ meetings and have the items they deem pertinent included in the agenda.
  4. Support the Council in preparing reports (annual and activities and operations)
  5. Approve the compensation policy for Senior Officers and the salary policy for employees4. At each meeting of the Corporate Practices Committee, the status of the implementation of the aforementioned policies is disclosed.

In addition, there are committees in charge of following up on complaints, personal data protection, cybersecurity, and sustainability.


4. The Remuneration Policy allows the Board of Directors, Committees and Secretary to receive remuneration for each session they attend. Said remuneration is ratified or approved by the Shareholders’ Meeting, annually.

Management
Team

FERNANDO SENDEROS MESTRE

Executive President and Chairman of the Board

ALEJANDRO DE LA BARREDA GÓMEZ

Chief Executive Officer

RAMÓN F. ESTRADA RIVERO

Deputy CEO / General Counsel

ROGER PATRÓN GONZÁLEZ

Deputy CEO and Director of Aftermarket

JORGE F. PADILLA EZETA

Chief Financial Officer

Claudio Ángel Freixes Catalán

Director of Pork Meat

Héctor Hernández-Pons Torres

Director of Branded Food

Antonio Herrera Rivera

Director of Transmissions

Sergio Paredes Castañeda

Director of Polymer

Felipe de Jesús Varela Hernández

Director of Synthetic Rubber