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Our corporate by-laws contemplate the existence of an Audit Committee and a Corporate Practices Committee to help the Board of Directors in the performance of its duties.
The Audit Committee is responsible for evaluating the company's internal controls and auditing procedures, identifying any material deficiencies it may find; following-up with any corrective or preventive measures adopted on account of the non-compliance with the operation and accounting guidelines and policies; evaluating the performance of the external auditors; describing and assessing the non-auditing services rendered by the external auditors; reviewing the financial statements of the company; assessing the effects resulting from any amendments to the accounting policies approved during the fiscal year; overseeing measures adopted as a result of any observations made by shareholders, directors, executive officers, employees or any third parties with respect to accounting, internal controls and internal and external audit, as well as any complaints regarding management irregularities, including anonymous and confidential methods to address concerns raised by employees; supervising the execution of the resolutions adopted at shareholders' or board of directors' meetings.
The Corporate Practices Committee is responsible for evaluating the Executive Officer's performance; reviewing the transactions celebrated between related parties; reviewing the compensation of said executives; evaluating any waiver granted to the directors or Executive Officers so they take advantage of business opportunities; and performing the activities set forth in the Ley del Mercado de Valores.
In accordance with our corporate by-laws, all the members of the Audit and Corporate Practices Committees, including their respective president, will have to be independent directors.
Set forth below are the names of the members of our Audit and Corporate Practices Committees. The duration of each member's position is indefinite, and they may only be removed by a resolution of the Board of Directors.
Has been a member of our Board of Directors since 1987, president of our Audit Committee since 2002, and president of our Corporate Practices Committee since 2006. He is also a director of CEMEX Mexico, S.A. de C.V. He is chairman of the board of directors of Desarrollo Integrado, S.A. de C.V., of Administración Ficap, S.A. de C.V., of Aero Zano, S.A. de C.V., of Ciudad Villamonte, S.A. de C.V., of Focos, S.A. de C.V., of C & I Capital, S.A. de C.V., of Industrias Diza, S.A. de C.V., of Inmobiliaria Sanni, S.A. de C.V., of Inmuebles Trevisa, S.A. de C.V., of Servicios Técnicos Hidráulicos, S.A. de C.V., of Mantenimiento Integrado, S.A. de C.V., of Pilatus PC-12 Center de México, S.A. de C.V., and of Pronatura, A.C. He is a member of the board of directors of S.L.I. de México, S.A. de C.V., Compañía de Vidrio Industrial, S.A. de C.V., of the Comisión de Cooperación Ecológica Fronteriza (COCEF) and Banco de Desarrollo América del Norte (BDAN). He is a brother of Mauricio Zambrano Villarreal, a member of our Board of Directors.
Has been a member of our Board of Directors since 2003. He is also the Audit Committee financial expert and a member of our Audit Committee. He is also a member of our Corporate Practices Committee. He is president of the board of directors of Sonoco de México, S.A. de C.V., member of the board of directors and audit committee of Grupo Financiero Banamex, S.A. de C.V., and Grupo Herdez, S.A. de C.V., and member of the board of directors of Grupo Transportación Ferroviaria Mexicana, S.A. de C.V., Grupo Aeroportuario del Pacífico, S.A. de C.V., Grupo Cuervo, S.A. de C.V., Laboratorio Sanfer-Hormona, and Alexander Forbes México. He is a member of Pro-Dignidad, A.C., Instituto Mexicano de Contadores Públicos, A.C., and Instituto Mexicano de Ejecutivos de Finanzas, A.C. He was managing partner of KPMG Mexico, and was a member of the board of directors of KPMG United States and KPMG International.
Has been a member of our Board of Directors since 2002 and is a member of our Corporate Practices Committee. He previously served as an alternate member of our Board of Directors from 1987 until 2002. He is chief executive officer of Laredo Autos, S.A. de C.V. He is a son of Eduardo Brittingham Sumner, an alternate member of our Board of Directors.
Has been a member of our Board of Directors since 1995 and is a member of our Corporate Practices Committee. He is chairman of the board and chief executive officer of Savia, S.A. de C.V. and member of the board of Nacional de Drogas, S.A. de C.V., Grupo Maseca, S.A. de C.V., and Grupo Comercial Chedraui, S.A. de C.V. He is an external advisor for the World Bank Board for Latin America and the Caribbean, and a member of the board of The Donald Danforth Plant Science Center and Synthetic Genomics.
Has been a member of our Board of Directors since 2001 and is a member of our Corporate Practices Committee. He served as an alternate member of our Board of Directors from 1995 to 2001. He is also general vice-president of Desarrollo Integrado, S.A. de C.V., chairman of the board of directors of Empresas Falcón, S.A. de C.V. and Trek Associates, Inc., secretary of the board of directors of Administración Ficap, S.A. de C.V., Aero Zano, S.A. de C.V., Ciudad Villamonte, S.A. de C.V., Focos, S.A. de C.V., Compañía de Vidrio Industrial, S.A. de C.V., C & I Capital, S.A. de C.V., Industrias Diza, S.A. de C.V., Inmuebles Trevisa, S.A. de C.V., and Servicios Técnicos Hidráulicos, S.A. de C.V., is a member of the board of directors of Sylvania Lighting International Mexico, S.A: de C.V. and Invercap, S.A. de C.V. He is a brother of Roberto Zambrano Villarreal, a member of our Board of Directors.
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