Our board of directors is composed of thirteen members appointed in accordance with our by-laws. Alfa and Ford agreed to provide Ford the right to designate two members of our board of directors.
Pursuant to the Mexican Securities Market Law, at least 25% of the directors of a public company are required to be independent. Unless otherwise provided in our by-laws, any vote by the board of directors generally requires a majority of directors as a quorum and a majority of those present for approval of any decision. There is no expiration date for a director’s term of office, although directors may be elected, removed or ratified on a yearly basis at our annual shareholders’ meeting. Each director is allowed to continue in his or her position until a new director is appointed, or until his or her death, resignation or removal.
Audit and Corporate Governance Committee
|The audit and corporate governance committee is composed of three members. The current members of our audit and corporate governance committee are:|
|Alfonso González Migoya|
|Eugenio Garza Herrera|
|Eduardo Garza T. Fernández|
|The members of our audit and corporate governance committee must be independent members, elected by our board of directors except for the chairman, who is elected by our shareholders. Our audit and corporate governance committee is required to prepare an annual report, and submit it to our board of directors, that must include (i) a report of our internal control systems and our internal audit procedures and any deficiencies, (ii) the evaluation of our external auditors, (iii) the results arising from the review of our financial statements and (iv) any amendments to our accounting policies. The quorum for any meeting of our audit and corporate governance committee is a majority of its members and decisions must be taken by a majority of its members.|
|Code of Conduct|