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Corporate GOVERNANCE

The management of our company is entrusted to a Board of Directors which is currently composed by a total of six (6) statutory members without the appointment of any alternates. Pursuant to the charter, the Board of Directors must be composed of a minimum of five and a maximum of twenty one statutory members and the same number of alternates. The members of the board do not have to be shareholders, nevertheless, the majority of statutory and alternate members of the board must be of Mexican nationality and appointed by Mexican shareholders.

The appointment or reelection of statutory and alternate members of the board is carried out during the general shareholders meeting. As established in the LMV (Securities Market Act, LMV for its acronym in Spanish), the shareholders meeting must assess the independence of members of the board, nevertheless the CNBV (National Banking and Securities Commission, CNBV for its acronym in Spanish) may object to the aforesaid assessment. Pursuant to what is established in our Charter and in the LMV, at least 25% of the members of the board must be independent and we currently have a percentage of close to 70% of independent members of the board, which is significantly above the percentage required by legal dispositions. In order for the board of directors to legally meet, the majority of the members thereof must be in attendance.

Additionally, our Charter states that the members of the Board of Directors will be appointed to exercise their appointments during one year. However, pursuant to what is established in the LGSM (General Law of Mercantile Corporations, LGSM for its acronym in Spanish), the members of the board will remain in office until up to thirty (30) days after the expiration of the term in office when their substitutes have not been appointed or when the appointed substitutes have not yet taken the aforesaid office. In some cases established in the LMV, the board of directors may appoint interim members of the board and the shareholders meeting may ratify the aforesaid appointments or appoint the corresponding substitutes.