General Description
In accordance with the corporate bylaws, the Company’s management is entrusted to a Board of Directors and a Chief Executive Officer who performs the duties established by the Securities Market Law (Ley del Mercado de Valores). The members of the Board of Directors are elected, as a general rule, by the shareholders of the Company at the annual ordinary general Shareholders' Meeting, except when the Board of Directors appoints temporary directors without the intervention of a shareholders' meeting in the event of a resignation of a director or the lack of a designated alternate director. The Board of Directors shall be comprised by a minimum of five (5) and a maximum of twenty-one (21) directors, of which at least twenty-five percent (25%) shall be independent.
Each shareholder or group of shareholders holding at least ten percent (10%) or more of the capital stock is entitled to designate or revoke one (1) director of the Board of Directors. The Board of Directors meets at least once every quarter but at minimum once a year. The bylaws of Grupo Bimbo provide that the shareholders may elect an alternate director for each director. The alternate directors for the independent directors shall also have the independent character.
Independent Directors shall be those people who are not impeded to perform their duties free from conflicts of interest and that satisfy the requirements set forth in the Securites Market Law to be considered as such, the provisions derived from that law, and in the laws and regulations, stock exchanges or markets in the jurisdictions where the Group’s securities are traded, as the case may be.
The Board of Directors appointed and ratified during the Ordinary General Shareholders’ Meeting held on April 29, 2020 is comprised of eighteen (18) directors, who will remain in their positions until the people appointed to substitute them take possession; they may be reelected indefinitely and will receive the remuneration determined by the Ordinary General Shareholders´ Meeting.
The Board of Directors establishes guidelines and general strategies to conduct the business and supervises its fulfillment accordingly.
The Board of Directors is the Company’s legal representative, and has the broadest powers for the administration of the Company’s businesses, with general power of attorney for lawsuits and collections, administrate properties and to exercise acts of ownership, without any limitation, in order to appoint and remove the chief executive officer, executives, managers, officers and attorneys-in-fact, and to determine their attributions, working conditions, compensations and guaranties and, in particular, to grant powers and faculties to managers, officers, lawyers and any other people in charge of the Company’s labor relationship, to formulate internal work regulations, to call Shareholder Meetings and to execute their resolutions, appoint and remove external auditors and, in general, to carry out all acts and operations that correspond to them according to the laws and in accordance with the provisions of the by-laws.
The Company’s Board of Directors also has the power to approve any transfer of the Company’s shares, when such transfer represents more than 3% of the voting shares in one or more transactions.
Likewise, for the performance of its duties, the Board of Directors shall be aided by an Audit & Corporate Practices Committee, a Results Evaluation Committee and a Finance & Planning Committee.
Board of Directors’ Resolutions
Each director is entitled to one vote at any meeting of the Board of Directors. Meetings of the Board of Directors are legally convened when at least the majority of the members are present. Resolutions at Board of Directors' meetings are valid when approved by the majority of directors present at the meeting. The Chairman of the Board of Directors has a deciding vote in the event of a draw. The resolutions taken outside a meeting of the Board of Directors, by unanimous vote, will be for all legal purposes as valid as if they had been adopted at the meeting of the Board of Directors, provided that they are confirmed in writing.
Pursuant to the Mexican Securities Market Law, any director who has a conflict of interest to vote in any transaction must disclose such fact to the Chairman and the Secretary of the Board of Directors and should abstain from voting on such transaction. Any director who violates this provision will be liable to the Company for any resulting damages or losses.
In addition, directors must keep confidential all acts, facts or events that have not been disclosed to the public generally, and must keep confidential any discussions held at each meeting.