SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
6-K
REPORT
OF
FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the
month of June 2008
FOMENTO
ECONÓMICO MEXICANO, S.A.B.
DE
C.V.
(Exact
name of Registrant as specified in its charter)
Mexican
Economic Development, Inc.
(Translation
of Registrant’s name into English)
United
Mexican States
(Jurisdiction
of incorporation or organization)
General
Anaya No. 601 Pte.
Colonia
Bella Vista
Monterrey,
Nuevo León 64410
México
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover of Form 20-F or Form 40-F:
Form
20-F
x Form 40-F
o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as
permitted
by Regulation S-T Rule 101(b)(1): _______
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as
permitted
by Regulation S-T Rule 101(b)(7): _______
Indicate
by check mark whether by furnishing the information contained in
this
Form,
the
registrant is also thereby furnishing the information to the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
o No
x
If
"Yes"
is marked, indicate below the file number assigned to the registrant
in
connection
with Rule 12g3-2(b): 82-_____________
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant
has duly caused this report to be signed on its behalf of the
undersigned,
thereunto duly authorized.
| FOMENTO ECONÓMICO MEXICANO, S.A. DE C.V. | |
|
/s/
Javier Astaburuaga
|
|
|
Javier
Astaburuaga
|
|
Date:
June 30, 2008
 |
UNOFFICIAL
TRANSLATION
|
BEST
CORPORATE PRACTICES CODE
QUESTIONNAIRE
TO EVALUATE THE DEGREE OF COMPLIANCE OF THE BEST
CORPORATE
PRACTICES CODE BY THE ISSUER
|
1.
|
Introduction.
|
The
Best
Corporate Practices Code considers as Exhibit No. 1 this Questionnaire, in
order
to facilitate the measurement of the degree of implementation of its
recommendations, which may be applicable to the management of the company,
its
directors and shareholders; by the authorities, specifically the ones that
regulate the securities market; the stock exchange and the underwriters; the
financial institutions and their analysts; institutional and venture capital
investors; rating agencies; advisors on the matter and others
interested.
It
is
desired to establish a questionnaire easy to answer and for general use, that
allows to raise the questions over similar criteria and basis, and that such
answers take those comparable results and facilitate their
analysis.
It
is
also desired to promote that all civil and social assistance associations and
corporations voluntarily incorporate to their culture the Principles of
Corporate Governance included in the Code, as well as the Best Corporate
Practices derived from such Principles.
|
2.
|
Issuers
with securities registered en the National Registry of Securities
(Registro
Nacional de Valores).
|
Corporations
with securities registered in the NRS, when applying this questionnaire will
be
informing the degree of compliance with the Best Practices of Corporate
Governance recommended in this Best Corporate Practices Code.
For
purposes of the Annual Report to the National Banking and Securities Commission
(Comisión
Nacional Bancaria y de Valores),
the
Mexican Stock Exchange (Bolsa
Mexicana de Valores)
and the
public investors, the disclosure of the degree of compliance to the Code is
contemplated on the general provisions.
|
3.
|
Purposes
of its application.
|
The
Principles of Corporate Governance are aimed to establish the Best Corporate
Practices that contribute to improve the integration and operation of the Board
of Directors and its support intermediate bodies, which are applicable to all
types of public and private companies in general, regardless of its size,
activity or share composition.
Even
if
the recommendations are of voluntary application, it is desired for the
companies to incorporate them in their corporate governance; in order to achieve
that, each will define, in accordance with their institutionalization needs,
the
step and measure of its implementation.
It
is
desired to know the degree of progress that all Mexican companies have in their
institutionalization process when applying to their corporate governance the
recommendations of the Best Corporate Practices Code; this will allow evaluating
its development and placing Mexico in the world context of committed countries
that promote and implement the Best Corporate Practices.
| |
UNOFFICIAL
TRANSLATION
|
|
4.
|
Recommendations
for its application.
|
A
simple
language for the question has been tried to use and also to make it a friendly
process for the answering of such questions, including,
electronically.
The
duties follow the same order as the Code. It is convenient to remember that
such
duties may be performed by one or several committees according to the
institutionalization needs of the company, with the recommendation that if
there
is one committee attending several duties, such duties are performed in separate
sessions.
Each
of
the questions points out the best corporate practice of the Code, with the
purpose that the user may easily find the entire text.
The
Questionnaire is applicable in its entirety to civil and social assistance
associations and companies, regardless if their trade their shares in the
securities market.
|
5.
|
Instructions
for its application
|
The
Questionnaire includes questions with respect to the following
matters:
|
a)
|
Shareholders
Meeting.
|
|
b)
|
Board
of Directors.
|
|
c)
|
Audit
duties.
|
|
d)
|
Evaluation
and Compensation duties.
|
|
e)
|
Finance
and Planning duties.
|
The
questions of the Questionnaire shall be answered in affirmative or negative
form
with an “x” in the corresponding column, indicating the requested numeric amount
or information.
It
is
convenient that the explanations to the answer, positive or negative, be
precise, clear and written in the “comments” column, in order to know the manner
in which the recommended Practice is performed.
If
the
answer were negative, the company shall explain the reason it does not comply
with the recommended Practice or if applicable, to clarify if it has an
alternate compliance mechanism.
In
the
event of subsidiary issuers’ of which their holdings also trade in the stock
exchange, they shall answer the questionnaire as any other company, and the
questions in which they comply through their holding shall be explained in
the
“comments” column.
|
6.
|
Shareholders
Meeting
|
The
Shareholders Meeting is the supreme body of the company. Although such body
most
of the time meets annually, it is important that it takes actions with
formality, transparency and efficiency, since it is a decision making and
control body for the life of the companies, as well as for the protection of
all
shareholders’ interests.
| |
UNOFFICIAL
TRANSLATION
|
|
1.
Information and Agenda of the Shareholders
Meeting
|
Yes
|
No
|
Comments
|
|
|
1.
|
Is
it avoided in the Agenda the grouping of matters related to different
subjects? (Practice 1, BCPC)
|
x
|
||
|
2.
|
Is
it avoided in the Agenda an item of “Miscellaneous”? (Practice 1,
BCPC)
|
x
|
||
|
3.
|
Is
the information with respect to the Agenda available at least with
15 days
in advance? (Practice 2, BCPC)
|
x
|
||
|
4.
|
Are
shareholders provided with the necessary information and possible
voting
alternatives on the matters listed in the Agenda, in order for
them to
provide instructions to their legal representatives with respect
to the
direction of their corresponding vote in the Shareholders Meeting?
(Practice 3, BCPC)
|
x
|
The
Company prepares the proxy forms in accordance with the provisions
of the
Securities Market Law.
|
|
|
5.
|
In
the information provided to the shareholders, does it include the
proposal
of the members the Board of Directors and the curriculum with enough
information to evaluate their independency? (Practice
4, BCPC)
|
x
|
||
|
2.
Information and Communication between the Board of Directors and
the
Shareholders.
|
Yes
|
No
|
Comments
|
||||
|
6.
|
Does the Board of Directors in its annual report to the Shareholders Meeting, include relevant aspects of the duties of the intermediate bodies that perform the role of(Practice 5, BCPC): |
x
|
|||||
|
a)
|
Audit
|
x
|
|||||
|
b)
|
Evaluation
and Compensation
|
x
|
|||||
|
c)
|
Finance
and planning
|
x
|
|||||
|
d)
|
Others
(describe).
|
x
|
Corporate
Practices.
|
||||
|
7.
|
Are the reports of each intermediate body or bodies that are presented to the Board available to the shareholders together with the materials for the Meeting, excepting such information that shall be kept confidential? (Practice 5, BCPC) |
x
|
Under
the provisions of the Securities Market Law and the General Corporations
Law, the reports from the Audit Committee and the Corporate Practices
Committee are presented for their approval.
|
||||
|
8.
|
Does the annual report include the names of the members of each intermediate body? (Practice 5, BCPC) |
x
|
|||||
|
9.
|
Does the company have the necessary communication mechanisms that allow it to properly maintain the shareholders and investors in general informed? (Practice 6, BCPC) |
x
|
|||||
|
10.
|
To that respect, describe the most common mechanisms that the company uses. |
The
Company has an Investors Relations department that reports directly
to the
Company’s Finance and Strategic Development Department. The Investor
Relations section on FEMSA’s Internet page (www. ir.femsa.com) contains
wide financial information, press releases, and a business model,
so that
investors and analysts can have a clear view of the company’s
conditions
|
|||||
| |
UNOFFICIAL
TRANSLATION
|
|
7.
|
Board
of Directors
|
The
daily
operation of a company is the responsibility of the Chief Executive Officer
and
their management teams, while the task of defining the strategic vision,
supervising the operation, and approving the management, is the responsibility
of the Board of Directors.
In
order
to facilitate its duties, the Board may support itself with intermediate
bodies,
generally called committees, which are dedicated to analyze information and
to
propose actions in specific subjects of importance to the Board, in order
for it
to count with more information to make more efficient the decision making.
Additionally, the existence of clear guidelines with respect to the integration
and performance of the Board and its intermediate bodies must be
assured.
|
1.
Duties of the Board of Directors
|
Yes
|
No
|
Comments
|
||
|
11.
|
Does the Board of Directors perform the following tasks? (Practice 7, BCPC) | ||||
|
a)
|
Establishes
the strategic vision
|
x
|
|||
|
b)
|
Supervises
the operation of the company
|
x
|
|||
|
c)
|
Appoints
the Chief Executive Officer and principal officers of the
company.
|
x
|
|||
|
d)
|
Evaluates
and approves the performance of the Chief Executive Officer and
principal
officers of the company.
|
x
|
|||
|
e)
|
Verifies
that all shareholders have an equal treatment, that their interests
are
protected and are given access to the information of the
company
|
x
|
|||
|
f)
|
Promotes
the responsible issuance and disclosure of information.
|
x
|
|||
|
g)
|
Promotes
the transparency in management.
|
x
|
|||
|
h)
|
Promotes
the establishment of internal control mechanisms.
|
x
|
|||
|
i)
|
Promotes
the establishment of mechanisms of assurance of quality of the
information.
|
x
|
|||
|
j)
|
Establishes
the guidelines for related party operations.
|
x
|
|||
|
k)
|
Approves
the operations with related parts
|
x
|
|||
|
l)
|
Verifies
that the company has the necessary mechanisms that allow inspecting
the
compliance of the different applicable legal provisions.
|
x
|
|||
|
m)
|
Promotes
the company to be socially responsible; explain how
|
x
|
The
company and all its business units were certified by the Mexican
Center of
Philanthropy as Socially Responsible Companies, four of them by
its fourth
consecutive year and one of them, for its second year.
|
||
| |
UNOFFICIAL
TRANSLATION
|
|
n)
|
Promotes
the company to declare its ethical business principles; explain
how
|
x
|
The
company has an ethics code, which was approved by the Board of
Directors
and by which all of the employees of the Company have to be guided
by.
|
||
|
o)
|
Promotes
the company to consider involved third parties in decision making;
explain
how.
|
x
|
The
Board of Directors considers all factors that are considered necessary
for
the making of decisions.
|
||
|
p)
|
Promotes
the disclosure of illegal actions and the protection of the informants;
explain how.
|
x
|
The
Company has a “Whistle-blower” system available 365 days a year, 24 hours
a day.
|
|
2.
Integration of the Board of Directors
|
Yes
|
No
|
Comments
|
||||
|
12.
|
Is the Board of Directors comprised of no fewer than three and no more than fifteen directors? (Practice 8, BCPC)*** |
19
|
The
Board of directors is comprised of 19 members, of which 14 are
Series “B”
Directors and 5 are Series “D” Directors.
|
||||
|
13.
|
Of how many alternate directors is the Board of Directors comprised? (Practice 9, BCPC) |
19
|
|||||
|
14.
|
If the Board is also comprised of alternate directors, please indicate if each principal director suggests who should be appointed as its alternate director? (Practice 9, BCPC) |
x
|
|||||
|
15.
|
Is there a communication process established between the directors and its alternates that allows them to have and effective participation? (Practice 9, BCPC) |
x
|
|||||
|
16.
|
Do the independent directors represent at least 25% of all the directors? (Practice 10, BCPC) |
x
|
|||||
| |
UNOFFICIAL
TRANSLATION
|
|
17.
|
From the total of the members of the Board of Directors, how many are (Practices 10 and 11, BCPC): | |||||||
|
a) Independent
|
12
|
|||||||
|
b) Equity
|
|
13
|
||||||
|
c) Related
|
|
13
|
||||||
|
d) Equity
Independent
|
|
-
|
||||||
|
e) Equity
Related
|
|
13
|
||||||
|
18.
|
Do the independent and equity directors, as a whole, constitute at least 60% of the Board of Directors? (Practice 11, BCPC) |
x
|
||||||
|
19.
|
Does the annual report indicate the category to which the directors belong? (Practice 12, BCPC) |
x
|
It
mentions which members of the Board, are independent
members
|
|||||
|
20.
|
Does the annual report indicate the principal business activities of each director as of the date of the report, as well as any other relevant information? (Practice 12, BCPC) |
x
|
It
mentions their principal business activity.
|
|||||
|
Note
***: The publicly traded companies may have a maximum of 21
directors.
|
||||||||
| 3. Structure of the Board of Directors. |
Yes
|
No
|
Comments
|
||
|
21.
|
With
the purpose of taking more informed decisions, indicate which duties
are
performed by the intermediate bodies over which the Board of Directors
is
supported (Practice
13, BCPC):
|
||||
|
a)
|
Audit
|
x
|
|||
|
b)
|
Evaluation
and Compensation.
|
x
|
|||
|
c)
|
Finance
and Planning.
|
x
|
|||
|
d)
|
Others
|
x
|
Corporate
Practices
|
||
|
22.
|
Are the intermediate bodies only comprised of principal directors? (Practice 14, BCPC) |
x
|
The
Planning and Finance Committee: one related alternate director.
Audit
Committee: two independent alternate directors participate In addition;
there is a Technical Secretary on each committee, who is the Company
officer in charge of the area for which the corresponding committee
is
responsible.
|
||
| |
UNOFFICIAL
TRANSLATION
|
|
23.
|
Is each intermediate body comprised of no fewer than 3 members and no more than 7? Mention the number of independent board members that are part of such intermediate bodies. (Practice 14, BCPC) |
x
|
The
Auditing Committee (4 members) and the Corporate Practices
(3 members) is
totally comprised of independent members. The finance and planning
is
comprised by 5 members, 1 of which is independent.
|
|||||
|
24.
|
How frequently do these intermediate bodies inform of their activities to the Board of Directors? (Practice 14, BCPC) |
Quarterly
|
||||||
|
25.
|
Does the chairman of each intermediate body invite to its meetings the officers of the company whose responsibilities are related to the duties of the intermediate body? (Practice 14, BCPC) |
x
|
||||||
|
26.
|
Doe each of the independent board members participate in any of the intermediate bodies? (Practice 14, BCPC) |
x
|
||||||
|
27.
|
If the answer to the above question was negative, explain why. |
All
the independent directors are members of an intermediate body.
Of the
independent alternate directors, two of them are members of
the Audit
Committee.
|
||||||
|
28.
|
Is the intermediate body in charge of the audit presided by an independent director who has knowledge and experience in financial and accounting aspects? (Practice 14, BCPC) |
x
|
||||||
|
29.
|
If the answer to the above question was negative, explain why. | |||||||
| 4. Operation of the Board of Directors. |
Yes
|
No
|
Comments
|
|||
|
30.
|
How
many sessions does the Board of Directors have during the fiscal
year?
(Practice
15, BCPC)
|
At
least 4 a
year
|
||||
|
31.
|
If
the answer to the above question is less than 4, explain
why.
|
|||||
|
32.
|
Is
one of these sessions dedicated to the definition and review of
the
strategic vision of the company? (Practice
15, BCPC)
|
x
|
||||
|
33.
|
Are
there mechanisms by which with the agreement of 25% of the directors
or
the chairman of an intermediate body a board meeting is called?
(Practice
16, BCPC)
|
x
|
||||
|
34.
|
If
the answer to the above question was affirmative, please describe
such
mechanisms.
|
The
mechanisms are in accordance with the Securities Market
Law.
|
||||
| |
UNOFFICIAL
TRANSLATION
|
|
35.
|
With
how many days in advance do the members of the board have access
to the
information that is relevant and necessary to the decision making,
in
accordance to the Agenda? (Practice 17, BCPC)
|
Minimum
5 days in advance
|
||||
|
36.
|
Is
there a mechanism that ensures that directors can evaluate matters
on
strategic affairs that require confidentiality, even if they do
not
receive the necessary information with at least 5 business days
before the
meeting? (Practice 17, BCPC)
|
x
|
||||
|
37.
|
If
the answer to the above question is positive, explain such
mechanism.
|
Members
of the board may request all the information they need to be able
to
discuss, evaluate and make decisions during the
meeting.
|
||||
|
38.
|
Are
new directors provided with the necessary information in order
for them to
be current on the matters of the company and so that they may fulfill
their new responsibility? (Practice 18, BCPC)
|
x
|
A
new director receives complete information on the company’s condition,
annual reports from prior fiscal years, and meetings are scheduled
for
such director with senior management, who detail the company’s conditions
and answer any of the director’s
questions.
|
|||
| 5. Duties of the Directors |
Yes
|
No
|
Comments
|
|
|
39.
|
Is
each member of the Board given the necessary information with respect
to
the obligations, responsibilities and rights that imply to be member
of
the Board of Directors of the company? (Practice 19, BCPC)
|
x
|
||
|
40.
|
Do
directors communicate to the Chairman and the Secretary of the
Board of
Directors any conflict of interest that might imply that they must
refrain
from voting and do they in effect refrain from participating in
the
corresponding deliberations? (Pratice 20, BCPC)
|
x
|
||
|
41.
|
Do
directors use the company’s assets and services only for the performance
of its corporate purpose? (Practice 20, BCPC)
|
x
|
||
|
42.
|
If
appropriate, are clear guidelines defined for when directors exceptionally
use the company’s assets for personal matters? (Practice 20,
BCPC)
|
x
|
||
| |
UNOFFICIAL
TRANSLATION
|
|
43.
|
Do
directors invest time to their duties by attending at least 70%
of the
meetings to which they are called? (Practice 20, BCPC)
|
x
|
With
respect to the regular meetings held during the 2007 fiscal year,
the
average attendance by the directors was 77.63%. If we consider
the
attendance of alternate directors at meetings, average attendance
was
96.05%
|
|
|
44.
|
Is
there a mechanism that assures that the members of the Board maintain
absolute confidentiality about all the information they receive
due to the
performance of their duties, specially, with respect to their own
participation and participation of the other board members, in
the
discussions that take place in the board meetings? (Practice 20,
BCPC)
|
x
|
||
|
45.
|
If
the answer to the above questions is affirmative, explain such
mechanism.
|
The
Company has no evidence otherwise. Also, the Secretary of the Board
periodically reminds directors of the scope of this confidentiality
obligation.
|
||
|
46.
|
Do
directors and, if applicable, their respective alternate directors,
mutually maintain each other informed about the matters discussed
in the
meetings of the Board of Directors in which they participate? (Practice
20, BCPC)
|
x
|
||
|
47.
|
Do
directors and, if
applicable,
their respective alternate directors, support the Board of Directors
with
opinions and recommendations deriving from the analysis of the
performance
of the company; with the purpose that the decisions to be adopted
are
properly sustained? (Practice 20, BCPC)
|
x
|
The
Board of Directors supports itself through investment banks, financial
engineering firms and outside counsel for decision-making, when
it so
deems appropriate or necessary according to the specific
circumstances.
|
| |
UNOFFICIAL
TRANSLATION
|
Auditory
Duties
|
1.
General Duties
|
Yes
|
No
|
Comments
|
||||
|
48.
|
Does
the intermediate body that performs the audit duties perform the
following
tasks? (Practice 21, BCPC)
|
||||||
|
a)
|
Recommends
to the Board of Directors the candidates for external auditors
of the
company, the hiring conditions and the scope of the professional
services?
|
x
|
|||||
|
b)
|
Supervises
the fulfillment of the professional services of the external
auditors.
|
x
|
|||||
|
c)
|
Evaluates
the performance of the company that performs the services of external
auditing.
|
x
|
|||||
|
d)
|
Analyses
the opinions or reports elaborated by the external
auditor.
|
x
|
|||||
|
e)
|
Meets
at least once a year with the external auditor without the presence
of
officers of the company.
|
x
|
|||||
|
f)
|
It
is the channel of communication between the Board of Directors
and the
external auditors.
|
x
|
|||||
|
g)
|
Assures
the independency and objectivity of the external auditors.
|
x
|
|||||
|
h)
|
Reviews
the program, the observation letters and the reports of internal
auditing.
|
x
|
|||||
|
i)
|
It
meets periodically with the internal auditors, without the presence
of the
officers of the company, to know their comments and observations
in the
progress of their work.
|
x
|
|||||
|
j)
|
Provides
its opinion to the Board of Directors about the guidelines and
criteria
used in the preparation of the financial information, as well as
the
process for its issuance.
|
x
|
|||||
|
k)
|
Contributes
to the definition of the general guidelines of internal control
and
internal auditing and evaluates its effectiveness.
|
x
|
|||||
|
l)
|
Verifies
the compliance of the mechanisms established for risk control of
which the
company is subject to.
|
x
|
|||||
|
m)
|
Coordinates
the tasks of the external and internal auditors and
examiner.
|
x
|
|||||
|
n)
|
Verifies
the existence of the necessary mechanisms that allow the assurance
of
compliance by the company of the different provisions to which
it is
subject to.
|
x
|
|||||
|
o)
|
The
frequency with which it makes a review to inform the Board of Directors
about the legal situation of the company.
|
Half-yearly
|
|||||
|
p)
|
***
Contributes to the establishment of guidelines for related party
transactions.
|
x
|
|||||
|
q)
|
Analyses
and evaluates the operations with related parties to recommend
its
approval to the Board of Directors.
|
x
|
|||||
|
r)
|
Decides
the hiring of third party experts to provide their opinion with
respect to
third party transactions or any other matter, which allows the
adequate
performance of its duties.***
|
x
|
|||||
| |
UNOFFICIAL
TRANSLATION
|
|
s)
|
Verifies
the compliance of the Business Ethics Code
|
x
|
|||
|
t)
|
Verifies
the compliance of the disclosure mechanism of improper actions
and of
protection of informants.
|
x
|
|||
|
u)
|
Helps
the Board of Directors in the analysis of the contingency plans
and
recovering of information.
|
x
|
|||
| Note***. Publicly traded companies perform these recommendations through their Corporate Practices Committee. | |||||
|
2.
Selections of Auditors
|
Yes
|
No
|
Comments
|
|
|
49.
|
Does
it abstain from hiring firms in which the fees of the external
auditor and
any other additional services rendered to the company, represent
a
percentage less than or equal to 10% of the total income? (Practice
22,
BCPC)
|
x
|
||
|
50.
|
Is
there rotation of the partner who audits the financial statements
as well
as its team, at least once every 5 years? (Practice 23,
BCPC)
|
x
|
||
|
51.
|
Is
the person who signs the opinion of the company’s annual statements
different from the one who acts as statutory examiner? (Practice
24, BCPC)
***
|
N/A
|
||
|
52.
|
Is
the profile of the statutory examiner disclosed in the annual report
presented to the Shareholders Meeting by the Board of Directors?
(Practice
25, BCPC) ***
|
N/A
|
||
| Note***. For a publicly traded company, this practice doesn’t apply. | ||||
|
3.
Financial Information
|
Yes
|
No
|
Comments
|
|
|
53.
|
Does
the intermediate body that performs the auditing duties, support
with its
opinion to the Board of Directors in order for it to take decisions
with
reliable financial information? (Practice 26, BCPC)
|
x
|
||
|
54.
|
Such
financial information, is it executed by the Chief Executive Officer
and
the responsible officer of its elaboration? (Practice 26,
BCPC)
|
x
|
||
|
55.
|
Does
the intermediate body that performs the auditing duty previously
provide
its opinion to the Board of Directors for the approval of the accounting
guidelines and criteria used in the making of the financial information
of
the company? (Practice 28, BCPC)
|
x
|
||
|
56.
|
Does
the intermediate body that performs the auditing duty previously
provide
its opinion to the Board of Directors for the approval of the changes
made
to the accounting guidelines and criteria used in the making of
the
financial information of the company? (Practice 29, BCPC)
|
x
|
||
|
57.
|
Does
the Board of Directors approve, with a previous opinion of the
committee
that performs the auditing duties, the necessary mechanisms to
assure the
quality of the financial information that is presented to it? (Practice
30, BCPC)
|
x
|
||
| |
UNOFFICIAL
TRANSLATION
|
|
58.
|
In
the event the financial information corresponds to intermediate
periods
during the fiscal year, does the committee performing the auditing
duties
supervise that it is made with the same guidelines, criteria and
practice
by which the annual information is prepared? (Practice 30,
BCPC)
|
x
|
|
4.
Internal Control
|
Yes
|
No
|
Comments
|
|
|
59.
|
Do
the general guidelines of internal control and, if applicable,
is the
review to such guidelines submitted for the approval of the Board
of
Directors, with the previous opinion of the intermediate body performing
the auditing duties? (Practice 31, BCPC)
|
x
|
||
|
60.
|
Does
the company have an area of internal auditing and are its general
guidelines, reviews and work plans approved by the Board of Directors,
with a previous opinion of the intermediate body performing the
auditing
duties? (Practice 27, BCPC)
|
x
|
||
|
61.
|
Is
the Board of Directors supported in order to assure the effectiveness
of
the internal control, as well as the process of issuance of the
financial
information? (Practice 32, BCPC)
|
x
|
||
|
62.
|
Do
the internal and external auditors evaluate, according to their
normal
work plan, the effectiveness of the internal control, as well as
the
process for the issuance of the financial information and are the
results
specified in the situations letter, commented with such auditors?
(Practice 33, BCPC)
|
x
|
||
|
5.
Related Parties
|
Yes
|
No
|
Comments
|
||
|
63.
|
Does the intermediate body in charge of the auditing duties support the Board of Directors in? (Practice 34, BCPC) *** | ||||
|
a)
|
The
establishment of guidelines for transactions with related
parties.
|
x
|
|||
|
b)
|
The
analysis of the approval process of the operations with related
parties.
|
x
|
|||
|
c)
|
The
analysis of hiring conditions of operations with related
parties.
|
x
|
|||
|
64.
|
Does the intermediate body in charge of the auditing duties support the Board of Directors in the analysis of proposals to make operations with related parties outside of its ordinary course of business of the company? (Practice 35, BCPC)*** |
x
|
|||
|
65.
|
Are the operations outside of the ordinary course of business with related parties that may represent more than 10 per cent of the consolidated assets of the company presented for approval to the Shareholders Meeting? (Practice 35, BCPC) |
x
|
|||
|
Note***.
Publicly traded companies perform these recommendations in the
through
their Corporate Practices Committee?
|
|||||
| 6. Review of provisions compliance. |
Yes
|
No
|
Comments
|
|||
|
66.
|
Does
the intermediate body in charge of the auditing duties make sure
the
existence of mechanisms that allow determining if the company properly
complies with the applicable legal provisions? (Practice 66,
BCPC)
|
x
|
||||
|
67.
|
If
the answer to the above question is affirmative, describe those
mechanisms.
|
The
audit committee meets quarterly in order to review the financial
statements, which afterwards are delivered to the CNBV and BMV.
Furthermore, such committee reviews the annual information delivered
to
the CNBV and BMV (Annual Report and Form 20-F). The committee each
semester reviews the tax, legal and labor
contingencies.
|
||||
| |
UNOFFICIAL
TRANSLATION
|
|
68.
|
At
least once a year, is a review of the legal situation of the company
made
and informed to the Board of Directors? (Practice 36,
BCPC)
|
x
|
Evaluation
and Compensation Duties
|
1.
General Duties
|
Yes
|
No
|
Comments
|
||
|
69.
|
Does
the intermediate body in charge of the evaluation and compensation
function present to the Board of Directors, for its approval, the
following? (Practice 37, BCPC)
|
||||
|
a)
|
The
criteria to appoint or remove the Chief Executive Officer and the
principal officers. ***
|
x
|
|||
|
b)
|
The
criteria for the evaluation and compensation of the Chief Executive
Officer and of principal officers.***
|
x
|
|||
|
c)
|
The
criteria for the compensation of the Board Members.
|
x
|
|||
|
d)
|
The
proposal made by the Chief Executive Officer about the structure
and
criteria for the compensation of the personnel.
|
x
|
|||
|
e)
|
The
proposal to declare the company as a socially responsible
entity.
|
x
|
|||
|
f)
|
The
Ethics Business Code of the company.
|
x
|
|||
|
g)
|
The
information system of improper actions and protection of the
informants.
|
x
|
|||
|
h)
|
The
formal system of succession of the Chief Executive Officer and
principal
officers, and verifies its compliance.
|
x
|
|||
|
70.
|
Do
the Chief Executive Officer and principal officers abstain in
participating in the deliberation of the matters mentioned in question
69,
a) and b) with the purpose of preventing a possible conflict of
interest?
(Practice 38, BCPC)
|
x
|
|||
|
Note***.
Publicly traded companies perform these recommendations through
the
Corporate Practices Committee.
|
|||||
|
2.
Operative Aspects
|
Yes
|
No
|
Comments
|
|
|
71.
|
In
the annual report presented by the Board of Directors to the Shareholders
Meeting, are the guidelines used, and the items and principal officer
of
the company, disclosed? (Practice 39, BCPC)
|
x
|
||
|
72.
|
Does
the intermediate body in charge of the evaluation and compensation
duties
support the Board of Directors in reviewing the hiring conditions
of the
Chief Executive Officer and principal officers, in order to assure
their
probable payments for severance of the company are in line with
the
guidelines approved by the Board of Directors? (Practice 40,
BCPC)
|
x
|
||
|
73.
|
With
the purpose of assuring a stable succession process, does it have
a formal
plan of succession for the Chief Executive Officer and principal
officers
of the company? (Practice 41, BCPC)
|
x
|
||
| |
UNOFFICIAL
TRANSLATION
|
|
74.
|
If
the answer to the above question is negative, explain why.
|
|
Finance
and Planning Duties
|
1.
General Duties
|
Yes
|
No
|
Comments
|
||
|
75.
|
Does
the intermediate body in charge of the finance and planning duties
perform
the following? (Practice 42, BCPC)
|
||||
|
a)
|
Analyzes
and proposes general guidelines for the determination and follow-up
of the
strategic plan of the company.
|
x
|
These
duties are performed by the officers of the company.
|
||
|
b)
|
Evaluates
and provides and opinion with respect to the investment and financing
guidelines of the company proposed by management.
|
x
|
|||
|
c)
|
Provides
an opinion with respect to the premises of the annual budget and
follows-up its application, as well as its control system.
|
x
|
These
duties are performed by the officers of the company.
|
||
|
d)
|
Analyzes
and evaluates the risk factors which the company is subject to,
as well as
the mechanisms for its control.
|
x
|
These
duties are performed by the officers of the
company.
|
||
|
2.
Operative Aspects
|
Yes
|
No
|
Comments
|
||
|
76.
|
Does
the intermediate body in charge of the finance and planning duties
present
to the Board of Directors for its approval?:
|
||||
|
a)
|
An
evaluation about the reasonability of the principal investments
and
financing operations of the company in accordance of the established
guidelines? (Practice 43, BCPC)
|
x
|
|||
|
b)
|
Periodically
evaluates the company’s strategic position as stipulated in the strategic
plan? (Practice 44, BCPC)
|
x
|
|||
|
c)
|
The
assurance that the investment and financing guidelines are consistent
with
the strategic plan of the company? (Practice 45, BCPC)
|
x
|
|||
|
d)
|
The
review of the financial projections of the company, verifying its
consistency with the strategic plan (Practice 46, BCPC)
|
x
|
|||
|
77.
|
Does
the intermediate body in charge of the finance and planning duties
supports the Board of Directors in the identifying of risks of
which the
company is subject to, and the evaluation of the mechanisms to
prevent and
control them? (Practice 47, BCPC)
|
x
|
These
duties are performed by the Audit Committee.
|
||
|
78.
|
If
the answer to the above question is affirmative, explain such mechanisms.
|
||||