Administration of the Company is the responsibility of a Board of Directors, which is currently made up of six (6) regular directors and no designated alternates. Telesites’ bylaws stipulate that the Board of Directors has between five and twenty-one directors and an equal number of alternate directors. Directors need not be shareholders, but a majority of the directors and alternate directors must be Mexican citizens and elected by Mexican shareholders.
Directors and alternate directors are elected or reelected at each annual general shareholders’ meeting. In accordance with the Mexican Securities Market Law (LMV), the determination as to the independence of Telesites’ directors is made by Telesites’ shareholders, though the Mexican Banking and Securities Commission may challenge this determination. Pursuant to our bylaws and the Mexican Securities Market Law, at least 25% of Telesites’ directors must be independent. Currently close to 70% of our directors are independent, a proportion significantly higher than that required by law. Meetings of the Board of Directors may be legally called to order if the majority of its members are present.
Our bylaws also state that the members of the Board of Directors are elected for a term of one year. Pursuant to the General Law on Commercial Corporations (LGSM), however, members of the Board continue in their positions after the expiration of their terms for up to an additional thirty-day (30) period if new members are not elected and substitutes have either not been designated for the departing member of the Board or have not assumed their roles. Furthermore, under certain circumstances provided under the LMV, the Board of Directors may elect temporary directors who then may be elected or replaced at the shareholders’ meetings.
The following is a list of the current members of the Board of Directors, their position on the Board, their business experience and other board experience, appointed to serve for the period from April 2018 to April 2019. Shareholders ratified these board members’ positions in the General Ordinary Annual Shareholders’ Meeting of April 30, 2018.
Verónica Ramírez Villela and Eriván Urióstegui Hernández serve as secretary and pro-secretary, respectively, of the Board of Directors of Telesites, but are not members of that board.
There is no relationship, by blood or by marriage, between members of the Company’s Board of Directors and its senior executives.
The Company does not maintain pension, retirement or other such plans for members of the Board of Directors, senior executives or other parties that may be considered related to the Company.
| Name | Position | Type | Years as member | % by gender |
|---|---|---|---|---|
| Juan Rodríguez Torres | Chairman of the Board | Independent | 2 years | At present 100% of the Board members of the Company are men. |
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Mr. Rodríguez received a bachelor’s degree in Civil Engineering from the Universidad Nacional Autónoma de México and has a master’s degree in Operations Research and Industrial Engineering. He is 78 years old. He is also a member of the board of directors of Procorp, S.A. de C.V., a capital investment company, Grupo Sanborns, S.A.B. de C.V. and Elementia, S.A. de C.V. (for which he also serves as chairman of the audit committee), board member of Minera Frisco and chairman of its audit and corporate practices committee, and a consulting board member of Grupo Financiero Banamex. In addition, Mr. Rodríguez serves as a board member of the following Spanish corporations: Fomento de Construcciones y Contratas, S.A. and Cementos Portland Valderribas, S.A. and their committees; and as the non-executive president of the real estate group REALIA Business, S.A. Mr. Rodríguez is the founder of various companies in the real estate and footwear industries. |
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| Gerardo Kuri Kaufmann | Director | Related | 2 years | |
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Mr. Kuri holds a bachelor’s degree in Industrial Engineering from the Universidad Anáhuac. He is 34 years old. From 2008 to 2010, he served as purchasing director of Carso Infraestructura y Construcción, S.A. de C.V. Since the founding of Inmuebles Carso, S.A.B. de C.V., and until April 2016, he was CEO of that company, and today is a member of its board, as well as of the board of all its subsidiaries. He is also a member of the board of directors of Minera Frisco, S.A.B. de C.V.; Elementia, S.A. de C.V.; Fomento de Construcciones y Contratas, S.A. and Cementos Portland Valderrivas, S.A., Realia Business, S.A. and Carso Infraestructura y Construcción, S.A. de C.V. |
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| Daniel Goñi Díaz | Regular member | Independent | 2 years | |
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Mr. Goñi Díaz has an undergraduate degree in Law from the Universidad Nacional Autónoma de México. He is 66 years old. He is notary public number 80 in the State of Mexico and has served as secretary, vice president and president of the Mexican Red Cross on several occasions. He has also been citizen board member of the State of Mexico Electoral Commission. |
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| Daniel Díaz Díaz | Regular member | Independent | 2 years | |
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Mr. Díaz has a bachelor’s degree in Civil Engineering from the Universidad Nacional Autónoma de México. He is 84 years old. He served in the public sector as under secretary for Infrastructure and Secretary of Communications and Transportation. From 1990 to 1997 he served as a member of the board of the Universidad Nacional Autónoma de México. He served as General Director of the Instituto Mexicano del Transporte and, from 2000 to 2001, as general director of Caminos y Puentes Federales de Ingresos y Servicios Conexos. From 2003 to 2005 he was an infrastructure project advisor to the Fundación del Centro Histórico de la Ciudad de México, A.C., and currently serves on the boards of Carso Infraestructura y Construcción, S.A. de C.V. and Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V. |
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| Víctor Adrián Pandal González | Regular member | Related | 2 years | |
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Mr. Pandal has an undergraduate degree in Business Administration from the Universidad Iberoamericana. He is 44 years old. He also holds a master’s degree in Business Administration from Boston University. From April 2002 to the present, he has served as general director of the Fundación del Centro Histórico de la Ciudad de México, A.C. |
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| Luis Ramos Lignan | Regular member | Independent | 2 years | |
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Mr. Ramos has an undergraduate degree in Civil Engineering and a master’s degree in Hydraulics from the Universidad Nacional Autónoma de México. He is 78 years old. He has served as chairman of the Colegio de Ingenieros Civiles de México and the Cámara Nacional de Empresas de Consultoría. He is currently CEO of Ingeniería y Procesamiento Electrónico, S.A. de C.V. and president of the Instituto Mexicano de Auditoría Técnica, A.C., and is a citizen board member of the State of Mexico Electoral Commission. |
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