The function of Grupo Lamosa’s Board of Directors is to define and supervise the business strategy, manage and mitigate any possible risks associated with its operations, assign an annual budget and evaluate the performance of the management team.

Grupo Lamosa’s corporate governance structure is the set of practices, processes and policies that guarantee its compliance with business objectives, and thereby a solid performance for the organization, creating value for stockholders and other stakeholders. Grupo Lamosa has been listed on the Mexican Stock Exchange since 1951 and abides by all Mexican stock market legislation and the Code of Best Corporate Practices of the Business Coordinating Council.

The Annual Ordinary General Stockholders’ Assembly is the ultimate governance body in charge of approving the different annual reports on results that the Chief Executive Officer and Board of Directors present. It is also responsible for appointing and ratifying the members of the Board and of the Audit and Corporate Practices Committees. Stockholders who own at least 10% of the share capital have the right to designate a board member and alternate, who may only substitute that particular board member.

The most important functions of the company’s Board of Directors are defining Grupo Lamosa’s business strategy, managing and mitigating any possible risks associated with its operations, assigning an annual budget and evaluating the performance of the management team.

It is made up of twelve members, six of whom are independent, selected on the basis of their skills and areas of expertise. Most of them have exceptional backgrounds in different sectors of the industry and management positions in prestigious Mexican companies.

The directors hold ordinary meetings at least once a quarter, and receive a fixed remuneration for their attendance equivalent to $50,000 M.N. (fifty thousand 00/100 Mexican pesos), net of taxes, which was approved by the Ordinary General Stockholders’ Assembly held on March 15, 2023.

During the year, the Board of Directors held five ordinary sessions, with an average attendance of 93%. For the sessions to have legal recognition, a majority of its members must be present. To ensure correct decision-making, every board member is informed in advance of the different issues to be considered at the session. Additionally, all proposed decisions are voted on, with the majority decision being adopted.

Over the last three years, the Grupo Lamosa Board has undergone an orderly renewal, with the replacement of three of its members. In 2023, Eduardo Garza T. Junco was appointed new independent director, replacing Eduardo Garza T. Fernández. Mr. Eduardo Garza T. Junco is currently Chairman of the Board of Grupo Frisa, and a member of the Board of Trustees of the Instituto Tecnológico de Monterrey (ITESM).