As established in the Bylaws, management of the Company shall be the responsibility of a Board of Directors and a General Director who shall perform the functions established in the LMV. The members of the Board of Directors shall be elected, as a general rule, by the shareholders of the Company during the annual ordinary general shareholders´ meeting, unless the Board of Directors appoints temporary directors, without the intervention of the Shareholders Meeting, in cases of resignation or lack of appointment of the substitute.
The Board of Directors shall consist of a minimum of five (5) and a maximum of twenty-one (21) members of the Board, of whom at least twenty-five percent (25%) shall be independent members of the Board.
Any shareholder or group of shareholders who own(s) at least 10% or more of the capital stock, shall have the right to appoint and revoke a member of the Board of Directors.
The Board of Directors shall meet at least once every three months.
The Bylaws establish that the shareholders may appoint a substitute director to fill the position in substitution of a member of the Board. The alternates of the independent members of the Board shall also have the aforementioned title.
The independent members of the Board shall be understood as those persons who are not in any way hindered against performing their functions and are free of conflicts of interest and further comply with the requirements established in the LMV in order to be considered as such, the provisions emanating therefrom and in the laws and regulations of jurisdictions and stock exchanges or markets in which the securities of the Company come to be traded, as the case may be.
The Board of Directors that was appointed and ratified during the Ordinary General Shareholders' Meeting held on April 24, 2018, comprised of 18 members of the Board, shall remain in office until the persons appointed to replace them take possession of their positions. In addition the aforementioned may be reelected indefinitely and receive the emoluments established in the Ordinary General Shareholders' Meeting.
The Board of Directors shall establish the guidelines and general strategy for conducting business and shall supervise compliance therewith.
The Board of Directors is the legal representative of the Company and has the broadest powers for the administration of the Company's businesses, with general powers of attorney for lawsuits and collections, management of assets and exercising acts of ownership, without limitation, for the regulation and removal of the General Director, directors, managers, officers and attorneys-in-fact, and for the establishment of their powers, working conditions, remunerations and guarantees and, specifically, for conferring powers upon managers, officers, lawyers and other persons in charge of the labor relations of the Company, as established in the provisions in the Bylaws.
The Board of Directors of the Company also has the power to approve any transfer of shares of the Company, when said transfer involves more than 3% of the shares with voting rights.
Likewise, for the performance of its functions, the Board of Directors shall be assisted by the Audit and Best Corporate Practices Committee, the Results Evaluation Committee and the Finance and Planning Committee.
During the meetings of the Board of Directors, each member of the Board shall have the right to one vote. The attendance of a majority of the voting members shall be necessary in order for a meeting of the Board of Directors to be legally installed. The resolutions of the Board of Directors shall be valid when they are adopted, at minimum, by the majority of the members with voting rights who are in attendance in the legally installed session in question. In the event of a tie, the Chairman shall have the deciding vote. The resolutions adopted unanimously by the members of the Board outside of the meeting shall have the same validity for all legal purposes as if the aforesaid had been adopted during the meeting of the Board of Directors, provided the aforementioned are confirmed in writing.
Pursuant to the LMV, the members of the Board of Directors shall be obliged to refrain from participating in the discussions and voting process regarding any matter that implies a conflict of interest for the Board and shall further inform the Chairman and the Secretary of the Board of Directors about the aforementioned. Likewise, the aforesaid shall maintain absolute confidentiality regarding all acts, facts or events that have not been made public, as well as on any discussions that take place during each of the meetings.