Corporate Governance
Grupo Lamosa’s corporate governance structure constitutes the foundation upon which the trust of its stockholders and stakeholders is built. The company operates under a framework of policies, processes and practices aligned with national and international standards, ensuring transparent, ethical management focused on sustainable value creation.
Governance Structure
The General Stockholders’ Assembly is the company’s highest governing body, delegating strategic direction and management oversight to the Board of Directors. It is responsible for approving the annual performance reports presented by the Chief Executive Officer and the Board of Directors.
In addition, it is responsible for appointing or ratifying members of the Board of Directors, as well as members of the Audit Committee and the Corporate Practices Committee. In accordance with the company’s bylaws, stockholders holding at least 10% of the capital stock have the right to appoint a proprietary board member.
Board of Directors
The Board of Directors is responsible for defining the organization’s strategic direction, overseeing operations and approving key business and sustainability decisions. It is also responsible for managing operational risks, allocating budgets and evaluating senior management performance, among other duties.
Composition
The Board is composed of 12 members, characterized by a balance between experience and external perspective. Most members possess strong expertise in the industrial sector and hold executive positions in prestigious Mexican companies.
Board members serve one-year terms, with the possibility of unlimited re-election, and the appointment of each member is carried out in accordance with Grupo Lamosa’s bylaws. Independent members must comply with the requirements established in Article 26 of the Mexican Securities Market Law to avoid any conflicts of interest.*
* All board members submit a declaration of independence to the Chairman, stating that they are not influenced by personal, financial or economic interests.
The average tenure of the Board of Directors is 21 years.
Independence
Fifty percent of the Board members (six directors) are independent, exceeding the minimum of 25% required under the Mexican legal and regulatory framework. This strengthens objectivity in decision-making and protects the interests of minority stockholders.
The Chief Executive Officer, as a member of the Board, together with the other five members, are classified as related directors.
Meetings and Compensation
During 2025, five ordinary meetings were held, with an average attendance rate of 97%. A majority attendance is required for meetings to be legally valid.
To ensure effective decision-making, agenda topics are communicated in advance, and resolutions are adopted through a formal voting process. Board members meet on a quarterly basis and receive fixed compensation for their participation and attendance at Board and committee meetings, as approved by the General Ordinary Stockholders’ Assembly.
Leadership
The Board of Directors is chaired by Mr. Federico Toussaint Elosúa.
Except for the Chairman, who also serves as Chief Executive Officer, none of the companies where Board members are employed has any business relationship with Grupo Lamosa.
Regarding Board members’ shareholding, approximately 52% of Grupo Lamosa’s capital stock is controlled by members of the Elosúa and Valdés families, primarily through a trust.
- No Board member holds a direct ownership stake greater than 1.0% of the capital stock.
- The remaining 48% is held by the general investing public.
- No government entity (domestic or foreign) is known to hold any ownership stake in Grupo Lamosa.
Composition of the Grupo Lamosa’s Board of Directors in 2025
| MEMBERS OF THE BOARD OF DIRECTORS |
Position
(Related or Independent Director) |
Years of Service | Industry Experience | Audit Committee | Corporate Practices Committee |
|---|---|---|---|---|---|
| Federico Toussaint Elosúa Chairman and CEO of Grupo Lamosa | Related | 37 | Industrial | ||
| Bernardo Elosúa Robles Independent Consultant | Related | 33 | Industrial/ Financial | ||
| Guillermo Barragán Elosúa CEO of Hidrobart | Related | 33 | Industrial | ||
| Armando Garza Sada Former Chairman of the Board of ALFA | Independent | 29 | Industrial | Chairman | |
| José Manuel Valverde Valdés Independent Consultant | Related | 28 | Industrial/ Financial | ||
| Javier Saavedra Valdés Professional Painter | Related | 28 | Art | ||
| Miguel Eduardo Padilla Silva Former CEO of FEMSA | Independent | 22 | Industrial | ||
| Maximino José Michel González Chairman and CEO of 3H Capital | Independent | 17 | Industrial/ Commercial |
||
| Antonio Elosúa González Co-Chairman of the Board of Grupo U-calli | Related | 8 | Industrial/ Real Estate |
||
| Eugenio Clariond Rangel Executive Chairman of Grupo Cuprum | Independent | 5 | Industrial | Chairman | |
| Rodrigo Fernández Martínez CEO of Sigma Alimentos | Independent | 4 | Industrial | ||
| Eduardo Garza T. Junco Chairman of Grupo Frisa Industrias | Independent | 3 | Industrial |
Supporting Committees
To ensure the effective performance of its functions, the Board of Directors is supported by two key committees, primarily composed of independent members: the Audit Committee and the Corporate Practices Committee.
Audit Committee
The Audit Committee’s primary responsibility is to oversee 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.
Additionally, the committee acts as a liaison between the Board of Directors and both internal and external auditors, and is responsible for reporting any critical issues affecting the company to the Board.
Corporate Practices Committee
The Corporate Practices Committee is responsible for appointing and evaluating members of the executive team. It also determines their compensation, both fixed and variable, with the latter linked to the achievement of the company’s objectives and to individual performance.
Additionally, the committee monitors any potential conflicts of interest involving members of the Board of Directors.
For advisory purposes, the Board of Directors is also supported by a Finance Committee, primarily composed of independent directors, which focuses on the evaluation of financial and investment strategies.