Corporate
governance
Grupo Lamosa has a solid track record extending over more than a century, supported over the years by its corporate governance. Listed on the Mexican Stock Exchange since 1951, the company adheres to the corresponding Mexican stock market legislation, to the Mexican Business Coordinating Council’s Code of Best Corporate Practices and to related international recommendations.
This guarantees that the company’s decisions strengthen its position over time and generate value for all stakeholders, including investors.
The Annual Ordinary General Stockholders’ Assembly establishes the number of members of the Board of Directors and appoints them, including the alternates, with the exception of those appointed directly by stockholders with more than 10% of the capital stock. The Assembly is also responsible for approving the company’s annual results presented by the Board of Directors.
The Board of Directors defines the company strategy, approves the annual budget, reviews the operational performance and results for which the management team is responsible, and ensures compliance with applicable legislation, holding an ordinary meeting at least once a quarter. The directors receive remuneration approved by the Annual Ordinary General Stockholders’ Assembly for their attendance.
Directors are appointed for a period of one year and can be reelected, with no limit to such renewal. They are chosen on the basis of the guidelines established in Grupo Lamosa’s company bylaws. The selection of independent directors also conforms to the requirements of Mexican Stock Market Law to guarantee that they perform their role appropriately.
In the absence of an express appointment by the Annual Ordinary General Assembly, the members of the Board of Directors may appoint the Chairman and Secretary of the same, as well as the members of the committees that support the Board. The Board of Directors is also responsible for appointing the company’s Chief Executive Officer and senior management.
During 2021, the Board comprised 12 directors, all professionals with a long business career. Six of them are independent (50% of the total). The directors currently on the Board have held their positions for an average of 21 years.
The directors have great experience through their extensive participation in different industries, enabling them to understand and manage the main risks and trends related to the company’s businesses for better decision making.
It is important to note that, with the exception of the Chairman who also acts as CEO, the companies where the directors work have no relationship with Grupo Lamosa, thus avoiding any conflicts of interest.
50% of the directors are independent
Integrity and a culture of compliance
Grupo Lamosa has a Code of Ethics, applicable to all employees. The company also encourages suppliers and distributors to apply it in their organizations. Additionally, the company’s Transparency Line provides a way for possible irregular events to be reported. Any complaints received are investigated and, depending on their nature and the outcome of the investigation, consequences applied.
Employees receive instruction in the Code of Ethics as part of the induction program. Moreover, campaigns that call for a culture of legality and honesty are held throughout the year.
The industry is evolving towards a greater use of technology in processes, including online information and data analytics. Grupo Lamosa works continuously to guarantee the security of its systems and to leverage every opportunity to strengthen communication across the value chain, including with the customer.
| Board of Directors | Status (I or R) | Audit Committee | Corporate Practices Committee |
|---|---|---|---|
| Federico Toussaint Elosúa Chairman of the Board and Chief Executive Officer of Grupo Lamosa |
Related Chairman |
||
| Guillermo Barragán Elosúa CEO of Hidrobart |
Related | ||
| Bernardo Elosúa Robles Independent Consultant |
Related |
||
| Armando Garza Sada Chairman of the Board of ALFA |
Independent | Chairman | |
| Javier Saavedra Valdés Professional Painter |
Related | ||
| José Manuel Valverde Valdés Independent Consultant |
Related | ||
| Miguel Eduardo Padilla Silva Ex-CEO of FEMSA |
Independent | ||
| Maximino José Michel González CEO of 3H Capital Corporate Services |
Independent | ||
| Eduardo Garza T Junco CEO of Grupo Frisa Industrias |
Independent | ||
| Antonio Elosúa González Co-Chairman of the Board of Directors of U-calli |
Related |
||
| Eugenio Clariond Rangel CEO of Cuprum |
Independent |
Chairman | |
| Rodrigo Fernández Martínez Ceo of Sigma Alimentos |
Independent |
Federico Toussaint Elosúa
Germán Alvarado Paredes
Jorge Antonio Touché Zambrano
Rolando Lozano Lozano
Jorge Aldape Luengas
The Board is supported by the Audit Committee and the Corporate Practices Committee, both mainly comprising independent directors, who perform their duties in accordance with current legal provisions and Grupo Lamosa’s corporate bylaws. Additionally, the Board of Directors has a Finance Committee which it can use for consultation purposes.
- The Audit Committee reviews the internal control and internal audit system of the company and its subsidiaries, and evaluates the services of the external auditor, the financial information and the applicable accounting policies.
- The Corporate Practices Committee appoints the company officers and evaluates their performance. It is also responsible for reviewing transactions with related parties.
The Chief Executive Officer conducts the company’s operations, adhering to the strategies, policies and guidelines the Board of Directors establishes, and the guidelines set out in the company bylaws.
The management team is characterized by its experience and commitment, and operates in accordance with the guidelines that the Board of Directors establishes. The Corporate Practices Committee sets the remuneration of the company officers. Their payment comprises a fixed part and a variable part associated with the achievement of previously set objectives related to the company’s financial results and the performance of the particular management area.
The functioning of the corporate governance is closely linked to the company’s Code of Ethics, as well as its culture and values, which have been passed down from generation to generation.
Grupo Lamosa Values: Responsibility, Honesty, Spirit of Service, Teamwork and Continuous Improvement.
The Code of Ethics is the main reference to which employees, management, directors and other stakeholders, such as suppliers and distributors, must adhere. Employees receive training on the Code on their first day at the company, during the induction process, sign a commitment letter (attesting that they have no conflicts of interest) and endorse it every two years. Additionally, training on the Code of Ethics is provided on a regular basis to reinforce compliance.
To ensure that the internal control environment of the company is appropriate and that human rights are respected, Grupo Lamosa’s Transparency Line is available for anyone to present their complaints, either anonymously or with their personal details. During the process of monitoring and analyzing the complaints, the confidentiality of all information is guaranteed for the complaining parties. The analysis and resolution of cases are the responsibility of the Ethics Committee, which is made up of Grupo Lamosa’s CEO, the Corporate Human Resources Vice President, the Chief Financial Officer and the Corporate Internal Audit Manager.