Our Board of Directors consists of ten members appointed in accordance with our by-laws.
In compliance with the Mexican Securities Market Law, at least 25% of the directors of a public company must be independent. Unless otherwise specified 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 the approval of any decision. There is no fixed term for a director's office, although directors may be elected, removed, or ratified annually at our annual shareholders' meeting. Each director may continue in their position until a new director is appointed, or until their death, resignation, or removal.
In accordance with Mexican regulations, all our board members meet the independence requirements.
The audit and corporate governance committee is composed of three members. The current members of our audit and corporate governance committee are:
Name | Position |
---|---|
Eugenio Garza Herrera | Chairman |
Juan Carlos Calderón Rojas | Member |
Antón Fernández Zambrano | Member |
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.
Nemak meets ISO 14001 and IAFT 16949:2016 standards in all its facilities.