Board of Directors
The 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 must have between five and twenty-one directors and up to an equal number of alternate directors. Directors need not be shareholders, but a majority of the directors and their alternates must be Mexican citizens and elected by Mexican shareholders.

Directors and their alternates are elected or reelected at each annual general shareholders’ meeting. In accordance with the Mexican Securities Market Act (LMV), qualifying the independence of Telesites’ directors is the responsibility of Telesites’ shareholders, though the Mexican Banking and Securities Commission (CNBV) may challenge this qualification. Pursuant to our bylaws and the Mexican Securities Market Act, 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 when a 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 Commercial Corporations Law (LGSM), however, members of the Board remain in their positions after the expiration of their terms for up to an additional thirty (30) -day period if new members are not elected and substitutes have either not been designated for the departing member, or have not yet assumed their duties. Furthermore, under certain circumstances provided for under the LMV, the Board of Directors may elect temporary directors who then may be ratified or replaced at the shareholders’ meetings.

The following is a list of the current members of the Board of Directors of Telesites, their position on the Board, their business experience and other board experience, appointed to serve for the period from April 2021 to April 2022. Shareholders ratified these board members’ positions in the General Ordinary Annual Shareholders’ Meeting of April 29, 2021.

Verónica Ramírez Villela and Eriván Urióstegui Hernández serve as secretary and secretary pro tem, respectively, of the Board of Directors of Telesites, but are not members of that board. We believe that the participation of a woman in these activities from the time of our founding promotes a philosophy of inclusiveness without distinction to gender in the formation of our governance bodies.

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.

Juan Rodríguez Torres.- Mr. Rodríguez received a bachelor’s degree in Civil Engineering and has a master’s degree in Operations Research and Industrial Engineering from the Universidad Nacional Autónoma de México. He is 81 years old. He is a board member 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), Minera Frisco (also chairman of its audit committee), and a consulting board member of Grupo Financiero Banamex. Board member of Spanish corporations Fomento de Construcciones y Contratas, S.A. and Cementos Portland Valderribas, S.A. and their respective committees. Non-executive president of the real estate group REALIA Business, S.A. He is chairman of board of directors of the Red Nacional Última Milla, S.A.P.I. de C.V. and Red Última Milla del Noroeste, S.A.P.I. de C.V. Mr. Rodríguez is the founder of various companies in the real estate and footwear industries.

Daniel Díaz Díaz.- Bachelor’s degree in Civil Engineering from the Universidad Nacional Autónoma de México. He is 87 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 was general director of the Instituto Mexicano del Transporte and, from 2000 to 2001, 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., Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V., Red Nacional Última Milla, S.A.P.I. de C.V. and Red Última Milla del Noroeste, S.A.P.I. de C.V

Luis Ramos Lignan.- Undergraduate degree in Civil Engineering and a master’s degree in Hydraulics from the Universidad Nacional Autónoma de México. He is 81 years old. He has served as chairman of the Colegio de Ingenieros Civiles de México, the Cámara Nacional de Empresas de Consultoría, A.C., the Asociación de Ingenieros y Arquitectos de México, A.C., the Instituto Mexicano de Auditoría Técnica, A.C., and the Technical Committee of the Fideicomiso Fondo para el Financiamiento de Estudios para Proyectos de Infraestructura. Currently chairman and CEO of Ingeniería y Procesamiento Electrónico, S.A. de C.V.

Daniel Goñi Díaz.- Undergraduate degree in Law from the Universidad Nacional Autónoma de México. He is 69 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. Mr. Goñi Díaz sits on the board of directors of Red Nacional Última Milla, S.A.P.I. de C.V. and Red Última Milla del Noroeste, S.A.P.I. de C.V.

Víctor Adrián Pandal González.- Undergraduate degree in Business Administration from the Universidad Iberoamericana. He is 47 years old. He also holds a master’s degree in Business Administration from Boston University. From April 2002 to December 2018, he was general director of the Fundación del Centro Histórico de la Ciudad de México, A.C. Currently an independent consultant and founding member of HAN Capital, a real-estate investment fund.

Gerardo Kuri Kaufmann.- Holds a bachelor’s degree in Industrial Engineering from the Universidad Anáhuac. He is 37 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 Elementia, S.A. de C.V.; Fomento de Construcciones y Contratas, S.A., Realia Business, S.A., Cementos Portland Valderrivas, S.A., and Carso Infraestructura y Construcción, S.A. de C.V. He was recently appointed CEO of Minera Frisco, S.A.B. de C.V. and is a member of that company’s Board of Directors.

Audit and Corporate Practices Committee
The LMV obligates every publicly-traded company to have an audit committee made up of at least three independent members appointed by the Board of Directors (except for companies controlled by a single person or business group owning 50% or more of its capital stock, in which case a majority of the members of the Corporate Practices Committee must be independent). The Audit Committee (together with the Board of Directors, which has additional obligations) replaces the statutory auditor, a position formerly required under the terms of the General Commercial Corporations Law.

The Audit and Corporate Practices Committee is made up of the following individuals (all of them independent board members according to the LMV definition).

All members of the Audit and Corporate Practices Committee have extensive experience and an established professional career either as entrepreneurs, public officials or in the private sector, and most of them are or have been board members of various companies in the financial or securities industry, and have served in federal public administration and de-centralized government agencies.