FEMSA seeks to meet the highest standards of corporate governance and ethical business practices. We have in place rigorous, accurate and reliable practices for disclosing information and delivering financial transparency and accountability. Our corporate practices comply with the laws of all countries where we operate. We comply with all applicable standards, rules and regulations in Mexico and in the United States including the Ley del Mercado de Valores and the Sarbanes-Oxley Act. Additionally, we observe recommendations of the Mexican Code of Best Practices, issued by the Business Coordinating Council (Consejo Coordinador Empresarial).
Code of Ethics
Our Code of Ethics forms the basis of FEMSA’s approach to responsible business conduct, characterized by a culture of respect, honesty and integrity. The Code guides our directors and employees on how to behave in situations that carry risks of potential ethical conflict, such as interactions with investors, customers, suppliers, governmental authorities, civil society organizations and the local community. It also outlines mechanisms for reporting any breach, behavior or practice that fails to meet our company’s high expectations for personal ethical conduct. The Code applies to our directors, employees and officers in all the countries where we do business and has been approved by the Board of Directors. Also, we advise our suppliers to adhere to our Supplier Guiding Principles, which describe our expectations related to labor rights, the environment, community, ethics and values. These guidelines represent FEMSA’s expectations for how suppliers of goods and services around the world manage key sustainability areas.
Our corporate practices comply with the laws of all countries where we operate. We comply with all applicable standards, rules and regulations in Mexico and in the United States including the Ley del Mercado de Valores and the Sarbanes-Oxley Act.
Our Whistleblower System
At FEMSA, we take any reports of illegal or inappropriate actions very seriously. We believe that reporting such ethical breaches is everyone’s responsibility. We therefore provide an easy, secure and confidential Whistleblower System, managed 24 hours a day by an independent third-party. Directors, officers, employees and third parties (with whom FEMSA has some relationship in the development of its operations), can access the system in four convenient ways, via phone, website, e-mail or online chat.
Number of complaints received at FEMSA and its Business Units*
| 2016 | 2017 | 2018 | |
|---|---|---|---|
| Number of complaints received |
2,002 | 2,492 | 2,743 |
| Resolved in same calendar year | 82% | 70% | 78% |
| Resolved beyond same calendar year | 18% | 30% | 22% |
* Complaints include reported situations relating to workplace or sexual harassment, discrimination, human rights violations, theft, misuse
FEMSA’s Board of Directors is responsible for establishing the company’s corporate strategy, defining and overseeing the implementation of its vision and values, and approving related-party transactions, including those outside the ordinary course of business. In 2018, our Board consisted of 20 Directors, including three women, assisted by a Secretary and Alternate Secretary, both of whom are non-members. In accordance with our bylaws and the Mexican Securities Law, at least 25 percent of our Board members are independent.
José Antonio Fernández CarbajalC
Executive Chairman of the Board of Directors of Fomento Económico Mexicano, S.A.B. de C.V.
Elected 1984
Alternate: Federico Reyes García C
Javier Gerardo Astaburuaga Sanjines C
Vice-President of Corporate Development of Fomento Económico Mexicano, S.A.B. de C.V.
Elected 2006
Mariana Garza Lagüera Gonda
Private Investor
Elected 1998
Alternate: Bárbara Garza Lagüera Gonda
Eva María Garza Lagüera Gonda
Private Investor
Elected 1999
Alternate: Othón Páez Garza
José Fernando Calderón Rojas
Chief Executive Officer and Chairman of the Board 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
Alfonso Garza Garza
Vice President of Strategic Businesses of Fomento Económico Mexicano, S.A.B. de C.V.
Elected 2001
Alternate: Juan Carlos Garza Garza
Maximino José Michel González
Chief Executive Officer of 3 H Capital Servicios Corporativos, S.A. de C.V.
Elected 1996
Alternate: Bertha Paula Michel González
Francisco Javier Fernández Carbajal C
Chief Executive Officer of Servicios Administrativos Contry, S.A. de C.V.
Elected 2004
Alternate: Daniel Alberto Rodríguez Cofré
Alberto Baillères González
Chairman of the Boards of Directors of, Peñoles, Grupo Nacional Provincial, S.A.B., Fresnillo Plc, Grupo Palacio de Hierro, S.A.B. de C.V., Grupo Profuturo, S.A.B. de C.V. and Subsidiaries, Controladora Petrobal, S.A. de C.V., Energía BAL, S.A. de C.V., Energía Eléctrica BAL, S.A. de C.V., and Tane, S.A. de C.V., and Chairman of the Governance Board of Instituto Tecnológico Autónomo de México (ITAM) and founding member of Fundación Alberto Bailleres, A.C.
Elected 1989
Alternate: Arturo Manuel Fernández Pérez
Ricardo Guajardo Touché B, C, I
Chairman of the Board of Directors of Solfi, S.A. de C.V.
Elected 1988
Alfonso González Migoya A, I
Chairman of the Board of Directors of Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (Volaris) and managing partner of Acumen Empresarial, S.A. de C.V.
Elected 2006
Alternate: Sergio Deschamps Ebergenyi I
Paulina Garza Lagüera Gonda
Private Investor
Elected 2009
Alternate: Juan Bautista Guichard Michel
Ricardo E. Saldívar Escajadillo B, C, I
Private Investor
Elected 2006
Alternate: Víctor Alberto Tiburcio Celorio A, I
Alfonso de Angoitia Noriega I
Co-Chief Executive Officer of Grupo Televisa, S.A.B.
Elected 2015
Eduardo Padilla Silva
Chief Executive Officer of Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA)
Elected 2014
Armando Garza Sada I
Chairman of the Board of Directors of Alfa, S.A.B. de C.V., Alpek, S.A.B. de C.V. and Nemak, S.A.B. de C.V.
Elected 2003
Alternate: Alternate: C, I
Moisés Naím B, I
Distinguished Fellow Carnegie Endowment for International Peace; producer and host of Efecto Naim; author and journalist
Elected 2011
Alternate: Francisco Zambrano Rodríguez A, I
José Manuel Canal Hernando A, I
Independent Consultant on corporate governance matters, statutory examiner and director of several public and private companies
Elected 2003
Michael Larson I
Chief Investment Officer for William H. Gates III
Elected 2011
Robert E. Denham B, C, I
Partner at Munger, Tolles & Olson LLP
Elected 2001
Alternate Director: Ernestro Cruz Velázquez de León A, I
Carlos Eduardo Aldrete Ancira
Secretary
(non-member of the Board of Directors)
Alejandro Gil Ortiz
Alternate Secretary
(non-member of the Board of Directors)
A Audit Committee
B Corporate Practices Committee
C Strategy and Finance Committee
D Independent Director
The Audit Committee has procedures in place for receiving, retaining, and addressing complaints regarding accounting, internal control, and auditing matters. Its remit includes the submission of confidential, anonymous complaints from employees regarding questionable accounting or auditing matters.
Board Committees
Member committees support the Board of Directors by analyzing strategic issues critical to our business success. They provide recommendations to the full Board regarding the focus areas shown below, including economic, social and environmental matters.
Audit Committee*
Responsible for:
Corporate Practices Committee*
Responsible for:
Strategy and Finance Committee
Responsible for:
*Committee members are independent directors, as required by Mexican Securities Law and applicable NYSE listing standards.
Our management team is focused on driving business growth by creating economic, social and environmental value for all our stakeholders. Each of our executive leaders has significant professional experience within the industries where our businesses operate.
José Antonio Fernández Carbajal
Executive Chairman of the Board of Directors of FEMSA
Mr. Fernández joined FEMSA in 1987. He was appointed CEO in 1995 and Chairman 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, and also serves as Chairman of Coca-Cola FEMSA, FEMSA Foundation, Instituto Tecnológico de Estudios Superiores de Monterrey (“ITESM”), and Chairman Emeritus of the US-Mexico Foundation. He is a member of the Board of Industrias Peñoles, co-chairs the Mexico chapter of the Woodrow Wilson Center and member of the board of trustees of the Massachusetts Institute of Technology Corporation. His degrees in Industrial Engineering and Systems and MBA were both earned from ITESM.
Eduardo Padilla Silva
Chief Executive Officer of FEMSA
Mr. Padilla joined FEMSA in 1997 and was named to his current position in January 2018. Previously he served as Chief Financial and Corporate Officer of FEMSA, CEO of FEMSA Comercio, CEO of FEMSA Strategic Procurement, and FEMSA’s Planning and Control Officer. Mr. Padilla earned a Bachelor’s degree in Mechanical Engineering from ITESM and an MBA from Cornell University. He also has executive management studies at IPADE.
Javier Gerardo Astaburuaga Sanjines
Vice President of Corporate Development of FEMSA
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 ITESM.
Alfonso Garza Garza
Vice President of Strategic Businesses of FEMSA
Mr. Garza joined FEMSA in 1985 and held various positions including CEO of FEMSA Empaques. In 2009 he was appointed to his current position. He is vice-chairman of the executive commission of the National President of the Employers Confederation of Mexico (Coparmex). He is member of the Board of Directors FEMSA, ITESM, Grupo Nutec, S.A. de C.V. and American School Foundation of Monterrey, A.C. and he is an alternate member of the Board of Directors of Coca-Cola FEMSA. Mr. Garza earned a Bachelor’s degree in Industrial Engineering from ITESM and completed postgraduate coursework at IPADE.
Genaro Borrego Estrada
Vice President of Corporate Affairs of FEMSA
Mr. Borrego joined FEMSA in 2008 after serving as Governor of the Mexican State of Zacatecas (1986-1992), General Director of the Mexican Social Security Institute (IMSS) (1993-2000), and Senator to the Federal Congress representing the State of Zacatecas (2000-2006). He holds a degree in Industrial Relations from Universidad Iberoamericana.
As of February 2019, Roberto Campa Cifrián replaces Genaro Borrego Estrada as Vice President of Corporate Affairs of FEMSA.
Roberto Campa Cifrián
Vice President of Corporate Affairs of FEMSA
Joined FEMSA in 2019 after a long professional career in the public, private and nonprofit sectors. He has been Secretary of Labor and Social Planning for the federal government, Undersecretary of the Interior, Head of the Federal Consumer Protection Agency, representative to the Mexico City Legislative Assembly and federal congressional representative. Mr. Campa holds a Law degree from Universidad Anahuac.
José González Ornelas
Vice President of Administration and Corporate Control of FEMSA
Mr. González joined FEMSA in 1973 and assumed his current position in 2001. His previous roles have included CFO of FEMSA Cerveza, Director of Planning and Corporate Development of FEMSA, and CEO of FEMSA Logística. He serves as Secretary of the Audit Committee of both FEMSA’s and Coca-Cola FEMSA’s Boards of Directors, and is a member of the Board of Productora de Papel, S.A. He holds a BA in Accounting from Universidad Autónoma de Nuevo León and completed postgraduate studies in Business Administration from IPADE.
John Anthony Santa Maria Otazua
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 having served in several senior management positions since then, including COO of the company’s Mexico Division, and Strategic Planning and Commercial 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 Executive Officer of FEMSA Comercio
Mr. Rodríguez joined FEMSA in 2015 as Chief Financial and Corporate Officer, and was named to his current position in January 2016. Prior to joining the company he was CFO and then CEO of CENCOSUD (Centros Comerciales Sudamericanos, S.A.), among other senior finance and management positions in Latin America and Europe and Africa. He is an alternate member of the Boards of Coca-Cola FEMSA and FEMSA. Mr. Rodríguez holds a forest engineering degree from Austral University of Chile and an MBA from Adolfo Ibañez University.