Board of directors
The management of our Company is entrusted to a Board of Directors, which is comprised of a total of six (6) directors without designating substitutes. According to our bylaws, the Board of Directors should be comprised by at least five and no more than twenty-one directors and up to the same number of substitutes. Directors do not need to be shareholders, although most directors and their substitutes should be Mexican and must be appointed by the Mexican shareholders.

The appointment or reelection of the directors and their substitutes is carried out during the annual general shareholders’ meeting. According to the Mexican Securities Market Law (hereinafter “LMV”), the shareholders’ meetings should qualifiy the independence of the directors; however, the Mexican Banking and Securities Commission (hereinafter “CNBV”) may object to this qualification. According to our bylaws and the LMV, at least 25% of the directors should be independent but currentlyour percentage is nearly 50% of independent directors, overcoming this the percentage required by the legal provisions. In order of the Board of Directors may be to mise validly a meeting, most of its members should be present.

Our bylaws also provide that board members should be appointed to occupy their position for one year. However, according to the General Law on Commercial Corporations (hereinafter “LGSM”), board members will remain in office for up to thirty (30) days after their appointment has ended when their substitutes have not been designated or those who have been designated have not taken office. In certain cases provided by the LMV, the Board of Directors should appoint provisional directors and the shareholders’ meeting may ratify these appointments or designate the corresponding substitutes.

The list below indicates the name of the current members of the Board of Directors of TELESITES, their position, their experience in the business, including other experiences as board members, their appointments were ratified for the period from April 2019 to April 2020, during the annual general shareholders’ meeting celebrated on April 24, 2019.

Verónica Ramírez Villela and Eriván Urióstegui Hernández serve as Secretary and Assistant Secretary of the Board of Directors of TELESITES, but she is not a member of the governance board. By having the participation of a woman since the constitution of the Company we consider that we promote inclusión without distinction of gender in the composition of our goverment bodies, in addition. And furthermore women’s involvement in various areas of the Company has been growing. At present, 34% of our employees are women and 66% are men, so we will continue to work for an equitable gender balance both within this company and in society at large.

The board members and senior officers of the Company are not related by blood or by marriage.

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.

 

Audit and Corporate Practice Committe
The LMV provides that it is mandatory for companies to have an audit committee, which must be comprised by at least three independent members appointed by the Board of Directors (except in the cases of companies controlled by a person or business group holding 50% or more of the capital stock, in which case most of the members of the Audit and Corporate Practice Committee should be independent). The Audit Committee (along with the Board of Directors, who have additional obligations) substitute the statutory auditor that was previously required according to LGSM.

The general information of the board members of the Company is included below:

The following persons (all of them are independent directors as provided by the LMV) comprise the Audit and Corporate Practice Committee of the Company:

All of the members of the Audit and Corporate Practice Committee have an extensive experience and a vast professional trajectory as businessmen, public servants or within the private sector. Many of them are or have been board members in various companies within the financial or bursatil sector in addition to having served in the Federal Administration and decentralized agencies.