Annual Report 2015
Our Board of Directors pursues the highest standards of corporate governance, with a commitment to quality, accuracy and reliability in our disclosure practices, financial transparency, accountability, and the highest ethical standards. We adhere to best corporate governance policies and practices; specifically, we comply with the standards set forth in the Mexican Securities Law (Ley del Mercado de Valores) and the applicable provisions of the Sarbanes-Oxley Act (United States of America). We were among the first in our industry to embrace the Code of Best Corporate Governance Practices established by the Mexican Entrepreneurial Council.
The following committees support the work of the Board of Directors:
Audit Committee
The Audit Committee is responsible for (i) reviewing the accuracy and integrity of quarterly and annual financial statements in accordance with accounting, internal control and auditing requirements; (ii) the appointment, compensation, retention, and oversight of the independent auditor, who reports directly to the Audit Committee; and (iii) identifying and following up on contingencies and legal proceedings.
The Audit Committee has implemented procedures for receiving, retaining, and addressing complaints regarding accounting, internal control, and auditing matters, including the submission of confidential, anonymous complaints from employees regarding questionable accounting or auditing matters. To carry out its duties, the Audit Committee may hire independent counsel and other advisors. As necessary, the company compensates the independent auditor and any outside advisor hired by the Audit Committee and provides funding for ordinary administrative expenses incurred by the Audit Committee in the course of its duties.
As required by Mexican Securities Law and applicable NYSE listing standards, all committee members are independent directors. The members of the committee are: José Manuel Canal Hernando (Chairman and financial expert), Francisco Zambrano Rodriguez, Alfonso González Migoya and Ernesto Cruz Velázquez de León. The Secretary (non-member) is José González Ornelas.
Corporate Practices Committee
The Corporate Practices Committee is responsible for preventing or reducing the risk of performing transactions that could damage the value of our company or that could benefit a particular group of shareholders. The committee may call a shareholders’ meeting and include matters on the agenda for that meeting as it may deem appropriate. They are also responsible for the approval of policies for the use of the company’s assets or related party transactions, the approval of the compensation of the Chief Executive Officer and relevant officers, and support our Board of Directors in the preparation of reports on accounting practices.
As required by Mexican Securities Law, each member of the Corporate Practices Committee is an independent director. The members of the committee are: Alfredo Livas Cantú (Chairman), Robert E. Denham, Moisés Naím and Ricardo Saldívar Escajadillo. The Secretary (non-member) is Javier Astaburuaga Sanjines.
Finance & Planning Committee
The Finance and Planning Committee’s responsibilities include (i) evaluating the investment and financing policies proposed by the Chief Executive Officer; and (ii) evaluating risk factors to which the corporation is exposed, as well as its management policies. The members of the committee are: Ricardo Guajardo Touché (Chairman), Federico Reyes García, Robert E. Denham, Francisco Javier Fernández Carbajal and Alfredo Livas Cantú. The Secretary (non-member) is Javier Astaburuaga Sanjines.
For more information on how our corporate governance practices differ from those of United States companies under NYSE listing standards, please refer to the Corporate Governance section of our website: www.femsa.com/investor.
Our management team is committed to creating economic, social and environmental value for our stakeholders. The combined experience of these executives –often across multiple Business Units and roles within FEMSA –ensures a deep understanding of the challenges and opportunities we face, as well as the rich culture and values upholding the organization.
José Antonio Fernández Carbajal
Executive Chairman of the Board
Mr. Fernández joined FEMSA in 1988, serving in various roles including CEO of OXXO. He was appointed CEO of FEMSA in 1995 and Chairman of the Board in 2001, serving in both positions until January 2014. He is Vice-Chairman of the Heineken N.V. Supervisory Board and member of the Heineken Holding N.V. Board. Mr. Fernández also serves as Chairman of the Board of Coca-Cola FEMSA, FEMSA Foundation, Tecnológico de Monterrey, and the US-Mexico Foundation. He is a member of the Board of Industrias Peñoles and Grupo Televisa, and co-chairs the Mexico Institute of the Woodrow Wilson Center. His degree in Industrial Engineering and Systems and MBA were both earned from Tecnológico de Monterrey.
Carlos Salazar Lomelín
Chief Executive Officer
Mr. Salazar was appointed Chief Executive Officer in 2014 following his tenure as CEO of Coca-Cola FEMSA since 2000, and prior to that as CEO of FEMSA Cerveza. He has also held various management roles in other FEMSA subsidiaries, including Grafo Regia and Plásticos Técnicos Mexicanos. Mr. Salazar is member of the Advisory Board of the Tecnológico de Monterrey’s EGADE Business School. He holds a BA in Economics and an MBA from Tecnológico de Monterrey and pursued graduate studies in Economic Development in Italy.
Genaro Borrego Estrada
Vice President of Corporate Affairs
Mr. Borrego joined FEMSA in 2008. Prior to that, he served as Governor of the Mexican State of Zacatecas (1986-1992), and from 1993-2000 he led the Mexican Social Security Institute (IMSS). In 2000, he was elected as a Senator of the Federal Congress to represent the State of Zacatecas. He holds a degree in Industrial Relations from Universidad Iberoamericana.
Javier Gerardo Astaburuaga Sanjines
Vice President of Corporate Development
Mr. Astaburuaga joined FEMSA in 1982. His roles in the company have included co-CEO of FEMSA Cerveza, Director of Sales for Northern Mexico, CFO of FEMSA Cerveza, and Chief Financial and Corporate Officer of FEMSA. He was appointed to his current position in April 2015. Mr. Astaburuaga earned his Bachelor’s degree in Public Accounting from Tecnológico de Monterrey.
Alfonso Garza Garza
Vice President of Strategic Businesses
Mr. Garza joined FEMSA in 1985 and held various positions including CEO of FEMSA Empaques. In 2012 he was appointed to his current position. From 2011 to 2013, he served as President of the Employers Confederation of Mexico (Coparmex) for the state of Nuevo León, and has been National Vice President of this organization since 2009. In 2009 he was appointed Chairman of the Talent and Culture Committee of Tecnológico de Monterrey. He also serves as a member of the Board of Directors of Coca-Cola FEMSA and Tecnológico de Monterrey. Mr. Garza earned a Bachelor’s degree in Industrial Engineering from Tecnológico de Monterrey and completed postgraduate coursework at IPADE.
Eduardo Padilla Silva
Chief Executive Officer of FEMSA Comercio (Chief Financial and Corporate Officer of FEMSA as of January 2016)
Mr. Padilla joined FEMSA in 1997 as FEMSA’s Director of Planning and Control, was appointed CEO of FEMSA Strategic Procurement in 2000, and CEO of FEMSA Comercio in 2004. Prior to joining FEMSA, Mr. Padilla served as CEO of Terza, S.A. de C.V., a subsidiary of Grupo ALFA. Mr. Padilla earned a Bachelor’s degree in Mechanical Engineering from Tecnológico de Monterrey and an MBA from Cornell University. He also holds a Master’s degree from IPADE.
José González Ornelas
Vice President of Administration and Corporate Control
Mr. González assumed his current position in 2001. He first joined the company in 1973 and served in various roles in the organization, including CFO of FEMSA Cerveza and Director of Planning and Corporate Development of FEMSA. In 1997, he was appointed CEO of FEMSA Logística. He serves as Secretary of the Audit Committee of both FEMSA’s and Coca-Cola FEMSA’s boards, and member of the Board of Directors of Productora de Papel, S.A. He holds a BA in Accounting from Universidad Autónoma de Nuevo León and completed postgraduate courses in Business Administration from IPADE.
John Anthony Santa Maria Otazúa
Chief Executive Officer of Coca-Cola FEMSA
Mr. Santa Maria was appointed to his current position in 2014, having joined Coca-Cola FEMSA in 1995 and serving in several senior management positions in the interim, including COO of the company’s Mexico Division, Strategic Planning and Business Development Officer. Mr. Santa Maria earned a Bachelor´s degree and an MBA with a major in Finance from Southern Methodist University.
Daniel Alberto Rodríguez Cofré
Chief Financial and Corporate Officer (Chief Executive Officer of FEMSA Comercio as of January 2016)
Mr. Rodríguez, who joined FEMSA in 2015 as Corporate Vice President, has a long track record in senior finance and management positions in Latin America, Europe and Africa, having served as CFO of Shell South America and Global CFO of one of Shell’s operating divisions. He was appointed Chief Financial Officer of CENCOSUD (Centros Comerciales Sudamericanos S.A.) in 2008, and from 2009 to 2014 served as that company’s CEO. He is a member of the Board of Directors of Coca-Cola FEMSA and an alternate member of the Board of FEMSA. Mr. Rodríguez holds a forest engineering degree from Austral University of Chile and an MBA from Adolfo Ibañez University.
The Board is guided by the long-term interests of our company’s shareholders and other stakeholders. Members are responsible for determining corporate strategy; defining and overseeing the implementation of vision and values; and approving related-party transactions and transactions not in the ordinary course of business.
Series “B” Directors
José Antonio Fernández Carbajal
Executive Chairman of the Board of Fomento Económico Mexicano, S.A.B. de C.V.
Elected 1984
Alternate: Federico Reyes Garcíac
Mariana Garza Lagüera Gonda
Private Investor
Elected 1998
Alternate: Eva María Garza Lagüera Gonda
Paulina Garza Lagüera Gonda
Private Investor
Elected 1999
Alternate: Othón Páez Garza
José Fernando Calderón Rojas
Chief Executive Officer and Chairman of the Boards of Directors of Franca Servicios, S.A. de C.V., Servicios Administrativos de Monterrey, S.A. de C.V., Regio Franca, S.A. de C.V., and Franca Industrias, S.A. de C.V.
Elected 1984
Alternate: Francisco José Calderón Rojas
Consuelo Garza de Garza
Founder and Former President, Asociación Nacional Pro-Superación Personal, A.C. (a NGO)
Elected 1995
Alternate: Alfonso Garza Garza
Max Michel Suberville (✝ February 2016)
Investor
Elected 1985
Alternate: Max Michel González
Alberto Baillères González
Chairman of the Board of Grupo BAL companies, Chairman of the Governance Board of the Instituto Tecnológico Autónomo de México (ITAM)
Elected 1989
Alternate: Arturo Fernández Pérez
Francisco Javier Fernández Carbajal c
Chief Executive Officer of Servicios Administrativos Contry, S.A. de C.V.
Elected 2004
Alternate: Javier Astaburuaga Sanjines b, c
Ricardo Guajardo Touché c, i
Chairman of the Board of Solfi, S.A. de C.V.
Elected 1988
Alternate: Alfonso González Migoya a, i
Alfredo Livas Cantú b, c, i
President of Praxis Financiera, S.C.
Elected 1995
Alternate: Sergio Deschamps Ebergenyi i
Bárbara Garza Lagüera Gonda
Private Investor, President of the Acquisitions Committee of Colección FEMSA
Elected 1998
Alternate: Juan Guichard Michel
Carlos Salazar Lomelín
Chief Executive Officer of FEMSA
Elected 2014
Alternate: Eduardo Padilla Silva
Ricardo Saldívar Escajadillo b,i
President of the Board of Directors and Chief Executive Officer of The Home Depot Mexico
Elected 2006
Alternate: Alfonso de Angoitia Noriega i
Series “D” Directors
Armando Garza Sada i
Chairman of the Board of Grupo Alfa, S.A.B. de C.V.
Elected 2003
Alternate: Enrique F. Senior Hernández i
Moisés Naímb, i
Distinguished Fellow at the Carnegie Endowment for International Peace, producer and host of Efecto Naím, author and journalist
Elected 2011
Alternate: Francisco Zambrano Rodríguez a, i
José Manuel Canal Hernando a, i
Independent Consultant
Elected 2003
Michael Larson i
Chief Investment Officer for William H. Gates III
Elected 2010
Alternate Director: Daniel Alberto Rodríguez Cofré
Robert E. Denham b, c, i
Partner at Munger, Tolles & Olson, LLP (law firm)
Elected 2001
Alternate Director: Ernesto Cruz Velázquez de León a, i
Secretary
Carlos Eduardo Aldrete Ancira
Alternate Secretary
Arnulfo Treviño Garza