Corporate Governance
GRI 2-9, 2-10, 2-11, 2-15, 2-18, 2-19, 2-20
SASB TR-AP-520a.1
SASB TR-AP-520a.1
Structure and Operation of Corporate Governance
Corporate Governance at KUO is key to decision-making; it is made up of the Shareholders’ Assembly, the Board of Directors, General Management, the Corporate Practices Committee and the Audit Committee, the latter two being part of the Board of Directors itself.
The highest governing body for decision-makingis the Shareholders’ Meeting, whichhas, among other responsibilities, the power to appoint and ratify the members of the Board of Directors, as well as the Chairmen of the Corporate Practices and Audit Committees.
The highest governing body for decision-makingis the Shareholders’ Meeting, whichhas, among other responsibilities, the power to appoint and ratify the members of the Board of Directors, as well as the Chairmen of the Corporate Practices and Audit Committees.
Committees of the Board of Directors
At KUO, the Board of Directors is chaired by Mr. Fernando Senderos Mestre, whose functions include establishing the general strategies for the management and sustainability of the business.
Its main responsibilities include supervising the management and organizational results, appointing and evaluating the performance of General Management and relevant managers, as well as monitoring the main risks to which the company is exposed.
The Board of Directors meets quarterly, with the possibility of holding extraordinary meetings, when necessary, accompanied by reports with the opinions and/or recommendations of the Corporate Practices and Audit Committees.
The Council is currently made up of 12 members, of which:
7 are independent, which guarantees objectivity and transparency in decision-making.
2 hold executive positions within the Group, ensuring close alignment with corporate strategy.
24 years is the average length of time on the Board, which reflects a high degree of experience and continuity.
12 board members sit on the boards of other companies, which provides a broad business perspective.
Its main responsibilities include supervising the management and organizational results, appointing and evaluating the performance of General Management and relevant managers, as well as monitoring the main risks to which the company is exposed.
The Board of Directors meets quarterly, with the possibility of holding extraordinary meetings, when necessary, accompanied by reports with the opinions and/or recommendations of the Corporate Practices and Audit Committees.
The Council is currently made up of 12 members, of which:
7 are independent, which guarantees objectivity and transparency in decision-making.
2 hold executive positions within the Group, ensuring close alignment with corporate strategy.
24 years is the average length of time on the Board, which reflects a high degree of experience and continuity.
12 board members sit on the boards of other companies, which provides a broad business perspective.
Members of the Board of Directors
Fernando Senderos Mestre
Related
Executive Chairman and Chairman ofthe Board of Directors of KUO and DINE
Related
Executive Chairman and Chairman ofthe Board of Directors of KUO and DINE
Javier Arrigunaga Gómez del Campo
Independent
Chairman of the Board of Directorsof Grupo Aeroméxico
Independent
Chairman of the Board of Directorsof Grupo Aeroméxico
José Manuel Canal Hernando
Independent
Commissioner and Advisor on CorporateGovernance Affairs
Independent
Commissioner and Advisor on CorporateGovernance Affairs
Arturo D’Acosta Ruiz
Related
Independent Counselor
Related
Independent Counselor
José Manuel del Barrio Molina
Independent
Independent Counselor of Integra M&A Automotive
Independent
Independent Counselor of Integra M&A Automotive
Alejandro de la Barreda Gómez
Related
Managing Director of KUO and DINE
Related
Managing Director of KUO and DINE
Valentín Díez Morodo
Independent
President of Grupo Nevadi Internacional
Independent
President of Grupo Nevadi Internacional
Arturo Elías Ayub
Independent
Director of Strategic Alliances and Content at América Móvil
Independent
Director of Strategic Alliances and Content at América Móvil
Federico Fernández Senderos
Related
Chairman of Grupo SIM and Independent Counselor of Grupo Chedraui
Related
Chairman of Grupo SIM and Independent Counselor of Grupo Chedraui
Carlos Gómez y Gómez
Related
Chairman of the Board of Directors of Estudia Más
Related
Chairman of the Board of Directors of Estudia Más
Víctor Rivero Martín
Independent
Managing Director of Telehotel
Independent
Managing Director of Telehotel
Ernesto Vega Velasco
Independent
Independent Business Counselor
Independent
Independent Business Counselor
Ramón F. Estrada Rivero
Secretary
Deputy Managing Director / General Councel
Secretary
Deputy Managing Director / General Councel
Evaluation and Compensation of the Board of Directors
The Shareholders' Meeting annually approves the management of the Board of Directors and its Committees. Similarly, the Board of Directors, with the favorable opinion of the Corporate Practices Committee, may appoint and remove the Managing Director and approve his or her overall compensation, as well as the policies for the appointment and overall retribution of the other relevant executives.
The compensation of the members of the Board of Directors is a fee for each of the sessions they attend, considering various factors, such as market practices and the size of the Company, among others.
An internal tabulator is also used, complemented by comparative market analyses of similar companies, consultancies and networking groups to benchmark salary behavior for the segment.
The compensation of the members of the Board of Directors is a fee for each of the sessions they attend, considering various factors, such as market practices and the size of the Company, among others.
An internal tabulator is also used, complemented by comparative market analyses of similar companies, consultancies and networking groups to benchmark salary behavior for the segment.
Appointment and Selection of the Board of Directors
At KUO we have established a process for the selection, appointment and ratification, where appropriate, of the members of the Board of Directors. Every year, the Shareholders' Meeting appoints and/or ratifies the members of the Board based on their professional prestige, knowledge of the sector and/or industry, as well as their reputation, ensuring that they have an outstanding track recordand, where appropriate, the necessary independence to make objective decisions in line with the interests of the organization.
Likewise, the Chairmen and members of the Corporate Practices and Audit Committees are ratified by the Shareholders' Meeting and must meet the independence requirement.
Likewise, the Chairmen and members of the Corporate Practices and Audit Committees are ratified by the Shareholders' Meeting and must meet the independence requirement.
Board of Directors
Committees
Committees
Committee on Corporate Practices
It meets quarterly and, if necessary, can convene additional sessions as required. Its main functions include making recommendations to the Board of Directors in the following areas:
It meets quarterly and, if necessary, can convene additional sessions as required. Its main functions include making recommendations to the Board of Directors in the following areas:
- Appointment, dismissal and remunerationof the Managing Director.
- Approval of policies related to the appointment, performance and remuneration of relevant executives.
- Issue an opinion on relevant operations and those with related parties.
The Committee on Corporate Practices is composed of 3 Independent Counselors:
Valentín Díez Morodo
President
Ernesto Vega Velasco
Member
Víctor Rivero Martín
Member
Ramón F. Estrada Rivero
Secretary
Valentín Díez Morodo
President
Ernesto Vega Velasco
Member
Víctor Rivero Martín
Member
Ramón F. Estrada Rivero
Secretary
Audit Committee
It meets quarterly and holds an additional session in December to review the year-end financial statements. It is responsible for evaluating the Group’s internal control and audit system, as well as for supervising the main risks to which the Company is exposed. Its main functions include:
It meets quarterly and holds an additional session in December to review the year-end financial statements. It is responsible for evaluating the Group’s internal control and audit system, as well as for supervising the main risks to which the Company is exposed. Its main functions include:
- Review and propose accounting policies and financial statements to the Board for approval.
- To follow up on the resolutions adopted by the General Shareholders’ Meeting.
The Audit Committee is composed of 3 Independent Counselors:
José Manuel del Barrio Molina
President
José Manuel Canal Hernando
Member
Ernesto Vega Velasco
Member
Ramón F. Estrada Rivero
Secretary
José Manuel del Barrio Molina
President
José Manuel Canal Hernando
Member
Ernesto Vega Velasco
Member
Ramón F. Estrada Rivero
Secretary
Management Team
It has the primary responsibility of managing, directing and executing KUO’s operations.
Fernando Senderos Mestre
Executive Chairman and Chairmanof the Board of Directors
Alejandro de la Barreda Gómez
Managing Director
Ramón F. Estrada Rivero
Deputy Managing Directorand Legal Counsel
Jorge F. Padilla Ezeta
Deputy Managing Director and Finance Director
Roger Patrón González
Aftermarket Director
Claudio Ángel Freixes Catalán
Pork Meat Director
Héctor Hernández-Pons Torres
Brand Food Director
Felipe de Jesús Varela Hernández
Synthetic Rubber Director
Sergio Paredes Castañeda
Polymers Director
Antonio Herrera Rivera
Transmissions Director
It has the primary responsibility of managing, directing and executing KUO’s operations.
Fernando Senderos Mestre
Executive Chairman and Chairmanof the Board of Directors
Alejandro de la Barreda Gómez
Managing Director
Ramón F. Estrada Rivero
Deputy Managing Directorand Legal Counsel
Jorge F. Padilla Ezeta
Deputy Managing Director and Finance Director
Roger Patrón González
Aftermarket Director
Claudio Ángel Freixes Catalán
Pork Meat Director
Héctor Hernández-Pons Torres
Brand Food Director
Felipe de Jesús Varela Hernández
Synthetic Rubber Director
Sergio Paredes Castañeda
Polymers Director
Antonio Herrera Rivera
Transmissions Director
Compensation of the Management Team
The compensation of relevant executives is designed to incentivize the generation of value in the organization. The variable pay scheme contemplates two scenarios subject to review and recommendation by the Committee on Corporate Practices, always aligned with the strategic objectives of the Company.
The compensation of relevant executives is designed to incentivize the generation of value in the organization. The variable pay scheme contemplates two scenarios subject to review and recommendation by the Committee on Corporate Practices, always aligned with the strategic objectives of the Company.
- Short term to recognize immediate performance.
- Long-term approach to encourage the retention of talent and its contribution over time.