CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
BOARD OF DIRECTORS

CULTIBA management is handled by our Board of Directors, which meets at least four times annually. The Board has 19 members elected at the Shareholders’ Meeting. Any shareholder holding 10% or more of our capital stock has the right to appoint a member of the Board of Directors and its corresponding alternate member. At least 25% of Board members are independent.

Cultiba adheres extensively to the Code of Best Corporate Practices, issued by the Consejo Coordinador Empresarial.

Juan I. Gallardo Thurlow

Chairman

Eduardo Sánchez Navarro Redo

Vice-Chairman


Diego Sánchez Navarro Rivera Torres

Director

James Badenoch Berger 1,2

Director

José Ramón Elizondo Anaya 1

Director

Eustaquio Escandón Cusi 1

Director

Francisco Hill Avendaño

Director

Eduardo Legorreta Chauvet 1

Director

Juan A. Cortina Gallardo

Director

Manuel Marrón González 1,2

Director

Enrique Castillo Sánchez-Mejorada 1

Director

Luis Regordosa Valenciana 1

Director

Alejandro Cortina Gallardo

Director

Gela Lorena Gallardo Larrea

Director

Luis Téllez Kuenzler 3

Director

Ildefonso Ochoa Martínez 1,2

Director

Fernando Chico Pardo 1

Director

Federico Chávez Peón 1

Director

Guillermo Güemez García 1

Director

1 Independent member of our Board of Directors

2 Member of the Corporate Practices and Audit Committee

3 Mr. Luis Téllez Kuenzler was appointed to the Board at the Annual General Meeting of Shareholders held on April 29, 2015.

CORPORATE PRACTICES AND AUDIT COMMITTEE

The Board of Directors is supported by the Corporate Practices and Audit Committee, which is responsible for monitoring compliance with the controls established by the Management, and for fulfilling the activities assigned by the Securities Market Law, among them: supervision of Cultiba and feedback on the effectiveness of internal controls. Tasks are mainly related to overseeing that operations are conducted and recorded in accordance with the general guidelines and applicable criteria from financial reporting standards.

The Committee’s main functions are:

  • To evaluate the performance of external auditors and analyze their reports.
  • To propose external candidates to the Board of Directors and suggest the terms of the hiring and the scope of the office to be served
  • To advise to the Board of Directors on the approval or disapproval of financial information.
  • To collaborate in the outlining of the general guidelines for internal controls and performance assessment.
  • To monitor the undertaking of transactions with related parties
  • To supervise the activities of the CEO and Relevant Officers as well as internal audit functions.
  • To submit an annual report to the Board of Directors and support the Board in the elaboration of reports.
  • To suggest and gather the opinion of independent experts on the operations with related parties.

The Corporate Practices and Audit Committee is also responsible for offering its opinion to the Board of Directors regarding the performance of Relevant Officers, convening Shareholder Meetings and assisting the Board in the preparation of reports to the Annual General Meeting of Shareholders.

James A. Badenoch Berger

Chairman

Manuel Marrón González
Ildefonso Ochoa Martínez

Prior to April 30, 2014, Cultiba had a Compensation Committee responsible for, among other things, reviewing and commenting on the compensation packages for the CEO and other Senior Officers, as well as preparing and presenting an annual report on its activities to the Board of Directors.

As part of the agreements of the 2014 Annual General Meeting of Shareholders, the roles and responsibilities of the Compensation Committee were incorporated into the functions of the Corporate Practices and Audit Committee.

KEY CULTIBA OFFICERS

Cultiba (Holding Company)

Juan I. Gallardo Thurlow

Chief Executive Officer

Carlos G. Orozco Alatorre

Chief Financial Officer

GEPP

Miguel Antonio Antor Bravato

General Director

David Martín Sáez Matos

Commercial and Manufacturing Operations Director

GAM

Juan A. Cortina Gallardo

General Director

Carlos G. Orozco Alatorre

Financial Director

 
Information for investors
México

Organización Cultiba
Diana González Flores
Investor Relations
+52 (55) 5201-1947
dgonzalez@gamsa.com.mx

 

Monte Cáucaso 915, fourth floor,
Colonia Lomas de Chapultepec
C.P. 11000, México, Distrito Federal
Tel. +52 (55) 5201-1900
www.cultiba.mx

Derechos reservados 2015, Cultiba S.A.B. de C.V.