To the Board of Directors of
Telesites, S.A.B. de C.V.
Present
In accordance with article 43, sections I and II of the Mexican Securities Market Law (SML), and pursuant to the recommendations contained in the Code of Best Corporate Practices, on behalf of the Audit and Corporate Practices Committee of Telesites, S.A.B. DE C.V. (the “Company” or “Telesites”), we hereby present to you our report on the activities carried out by this corporate committee in the performance of its duties during the fiscal year ended December 31, 2017.
One of the basic responsibilities of Company management is to issue financial statements that have been prepared on the basis of applicable financial reporting standards. These financial statements should reflect in a clear, sufficient and appropriate manner the operations of the Company and the corporations it controls. Furthermore, Company management is charged with introducing appropriate internal control and internal audit systems, and appropriately and promptly disclosing any material information for the investing public as provided for by law. On its part, as an auxiliary body of the Board of Directors, the Audit and Corporate Practices Committee is responsible for overseeing the management, direction and execution of the Company’s businesses and those of the corporations it controls, and for verifying the Company’s compliance with various operating and internal control procedures.
In pursuit of these duties, the Company’s Audit and Corporate Practices Committee has reviewed the consolidated financial statements with figures as of December 31, 2017, and the opinion of the Company’s External Auditors regarding that information.
In fulfillment of its primary audit responsibilities, the Committee carried out the following activities:
a) In regular meetings of this corporate body, we were informed of transactions carried out by the Company and the corporations it controls in the pursuit of their respective corporate purposes, and the expected results of those projects.
b) We evaluated the performance of Despacho Mancera, S.C., a member of Ernst & Young Global Limited, and found it to be acceptable and, accordingly, we recommended that the Board of Directors ratify its appointment as External Auditor, to review the financial statements and prepare the corresponding audit opinion of the Company and the corporations it controls for fiscal year 2017. To do so, we verified the appropriate preparation and presentation of the interim financial information for the Company, corroborating whether it was clear, precise and in compliance with international financial reporting standards.
c) We approved the fees paid to the External Auditor as well as the program for issuing its opinion on the financial statements for fiscal year 2017.
d) We found no relevant cases of non-compliance with the operating or accounting guidelines or policies of the Company or its subsidiaries as of December 31, 2017.
e) It was not necessary to acquire services that would expand or complement the external audit, but the Company did hire independent experts to assess the useful life and valuation of assets and issue their opinions. The Committee considered these opinions acceptable and recommended to the Board that they be incorporated into the Company’s books.
f) We reviewed the financial statements for the Company and its subsidiaries as of December 31, 2017, the External Auditor’s report, and the accounting policies used in preparing the financial statements, and verified that the necessary information was disclosed in keeping with current regulations. After having discussed their content with the persons responsible for preparing them, and having heard the comments of the External Auditor, who is responsible for providing an opinion on the reasonableness of the financial statements and the extent to which they conform to financial reporting standards, we recommended that the Company’s Board of Directors approve those statements for presentation to the ordinary annual shareholders’ meeting of the Company, because we believe they reasonably reflect the Company’s financial situation as of the date indicated.
g) There were no modifications and/or authorizations regarding the accounting policies of the Company or its subsidiaries, and the books reflect only adjustments to the Company’s accounting estimates to incorporate the opinions of the external experts hired to analyze the useful life of Company assets.
h)We followed up on implementation of the Company’s policies and processes regarding risk management, internal control and auditing, as well as the status of the internal control system. Furthermore, the Committee was informed of various non-relevant deficiencies or discrepancies detected by the internal audit area, and in this respect the Company management also informed us of the measures taken to correct them. It should be noted that we detected no relevant breaches of the internal control policies established by the Company.
i) We approved the work program of the internal auditor for fiscal year 2017 and followed up on and verified that it was observed.
j) We supported the Board of Directors in preparing the reports referred to in article 28, section IV of the SML.
k) We reviewed and recommended that the Board of Directors approve the transactions carried out by the Company under the terms mentioned in article 28 of the Securities Market Law, particularly with regard to transactions with related parties, verifying that these were carried out at market values and on the basis of the corresponding transfer price studies. We also saw to it that these transactions were reviewed by the Company’s External Auditor, as indicated in the corresponding note to transactions with related parties in the report on the consolidated financial statements of the Company with data as of December 31, 2017.
l) We followed up on the resolutions of the shareholders’ meeting and the board of Directors.
Additionally, and in fulfillment of its primary Corporate Practices duties, the Committee carried out the following activities:
a) Evaluated the performance of key executives of the Company and its subsidiaries.
b) Reviewed and followed up on Telesites’ transactions with related parties and those of the corporations it controls, which were carried out during the ordinary course of business and under market conditions.
c) Analyzed the process of compensation for Company employees, including its key executives.
d) Based on the analysis of the Company’s results and the interviews held with key executives, we found its performance during the fiscal year to have been satisfactory.
e) No requests were received relating to the permissions mentioned in article 28, section III, point f) of the SML.
f) Continued the supervision of the Company’s corporate and legal situation, verifying that it remained in compliance with the applicable laws and regulations.
No observations were received from shareholders, board members, key executives, employees or third parties regarding accounting practices, internal controls or issues relating to internal or external audits of the Company, nor were there any reports of actions or situations deemed irregular in its administration or which may have had an adverse effect on the Company’s financial situation.
We have reviewed the consolidated financial statements of the Company for the fiscal year ended December 31 2017, and the opinion of the Company’s External Auditor, finding that they were prepared in accordance with accounting policies, procedures and practices consistent with financial reporting standards, and we agree with the content of that opinion as we believe they reasonably reflect the financial position of the Company as of December 31, 2017. We believe the management, direction and execution of the Company’s businesses during fiscal year 2017 was carried out appropriately by Company management.
We make the foregoing statement for the purpose of complying with the obligations entrusted to this corporate body and provided for in the SML, and with any other duty that has been or is entrusted to us by the Company’s Board of Directors, further noting that in the preparation of this report we took into account the opinion of key executives of Telesites.
Ing. Daniel Díaz Díaz
Chairman of the Audit and Corporate Practices Committee
Telesites, S.A.B. de C.V.
