CORPORATE GOVERNANCE

Grupo Lamosa’s corporate governance structure is based on policies, processes and practices designed to ensure the achievement of strategic objectives. The framework directly contributes to solid and sustainable performance, creating value for stockholders and other stakeholders.

The General Stockholders’ Assembly is the company’s highest governing body, responsible for approving the annual performance reports presented by both the CEO and the Board of Directors. It is also tasked with appointing new, and ratifying existing, Board members, as well as the members of the Audit Committee and the Corporate Practices Committee. According to the company’s bylaws, stockholders with at least 10% of the capital stock have the right to appoint one related board member.

The Board of Directors of Grupo Lamosa is responsible for defining and overseeing business strategy, managing operational risks, allocating budgets and evaluating senior management performance, among other duties. The Board is composed of 12 members, 50% of whom are independent directors. Most members have extensive experience in the industrial sector and hold executive positions in prestigious Mexican companies.

Board members serve one-year terms with unlimited re-election possibilities. Elections are conducted in accordance with Grupo Lamosa’s corporate bylaws. Independent board members must meet the requirements outlined in Article 26 of Mexican Stock Market Law to avoid any conflicts of interest. All independent directors submit a declaration of independence to the Board Chairman, affirming that they are not influenced by any personal, financial or economic interests.

The Board holds an ordinary meeting at least once every quarter, with members receiving fixed remuneration approved by the General Stockholders’ Assembly of March 13, 2024. Five regular meetings were held during the year, with an average attendance rate of 90%. A majority attendance is required for meetings to be legally recognized. To ensure informed decision making, agenda topics are communicated in advance, and resolutions are passed through a formal voting process.

In recent years, Grupo Lamosa’s Board has undergone a gradual transition, incorporating three new members. The latest addition occurred in 2023, when Mr. Eduardo Garza T. Junco joined as an independent director.

Except for the Chairman of the Board, who also serves as CEO, none of the companies where board members are employed has any business relationship with Grupo Lamosa.

Regarding Board members’ stockholdings, approximately 52% of Grupo Lamosa’s capital stock is controlled by the Elosúa and Valdés families, primarily through a trust. No individual board member holds a direct ownership stake exceeding 1.0% of the capital stock. The remaining 48% is publicly traded.*

*No government organization is known to hold any ownership stake in Grupo Lamosa.

The composition of Grupo Lamosa’s Board of Directors as of 2024 is presented below.

The Board operates with two principal committees, primarily composed of independent members, ensuring compliance with legal regulations and Grupo Lamosa’s corporate bylaws.

AUDIT COMMITTEE: This committee is responsible for overseeing the internal control and audit system of the company and its subsidiaries. It also evaluates and advises on the company’s financial information, legal compliance, potential risks and applicable accounting policies, acts as a liaison between the Board of Directors and both internal and external auditors, and reports any critical company issues to the Board.

CORPORATE PRACTICES COMMITTEE: This committee is responsible for appointing and evaluating executive team members and determining their fixed and variable compensation, with the latter tied to corporate objectives and individual performance. It also monitors potential conflicts of interest involving any Board member.