CORPORATE GOVERNANCE
SCC complies with the corporate governance rules of the NYSE
SCC is committed to enhance shareholders value, in hand with a management conducting business consistent with good corporate governance practices, building a culture based on transparency and trust.
The Board of Directors is the ultimate decision making of the Company except to those matters reserved to the shareholders.
Pursuant to our bylaws, the Executive Committee has the delegated power to exercise all the powers and authority of the Board of Directors, except those prohibited by our bylaws. At the discretion of the Board of Directors, the Executive Committee will have more limited or specific powers as the Board of Directors may designate from time to time. The Executive Committee is integrated by Germán Larrea Mota-Velasco (Chairman); Oscar González Rocha; Xavier García de Quevedo; Leonardo Contreras Lerdo de Tejada; and, Vicente Ariztegui Andreve.
The Audit Committee’s duties include approving the engagement of independent accountants, reviewing and approving the fees, scope and timing of their other services and reviewing the audit plan and audit results. The Audit Committee also reviews our internal audit, accounting and financial controls policies and procedures. The implementation and maintenance of internal controls is considered to be the primary responsibility of management. The Audit Committee is integrated by Mr. Enrique Castillo Sanchez-Mejorada; Mr. Luis Miguel Palomino Bonilla (Chairman of the Committee); and Mr. Vicente Ariztegui Andreve.
The Compensation Committee has overall responsibility for administering, interpreting and overseeing all aspects of compensation, including the compensation, benefits and perquisites of all of our executive officers and other key employees, as well as those of our subsidiaries. The Compensation Committee is composed of Germán Larrea Mota-Velasco (Chairman of the Committee); Oscar González Rocha; Xavier García de Quevedo Topete; and Enrique Castillo Sánchez-Mejorada.
The Special Nominating Committee functions as a special committee to nominate special independent directors to the Board of Directors. Pursuant to our charter, a special independent director is one who (1) satisfies the independence requirements of the New York Stock Exchange and (2) has been nominated to the board by the Special Nominating Committee. The Special Nominating Committee has the right to nominate a number of special independent directors based on the percentage of our common stock owned by all holders of our common stock other than Grupo Mexico. The Special Nominating Committee is comprised of Luis Miguel Palomino Bonilla; Carlos Ruiz Sacristán; and Xavier García de Quevedo Topete.
Corporate Governance and Communications Committee
The principal functions of the Corporate Governance and Communications Committee are (a) to consider and make recommendations to the Board regarding appropriate Board functions and needs, (b) to develop and recommend to the Board corporate governance principles, (c) to oversee the evaluation of the Board of Directors and management, and (d) to oversee and review the performance of the Board of Directors and management, and (d) oversee and review compliance with the Company’s disclosure and information standards requiring full, adequate, accurate, timely and understandable disclosure of information relating to the Company in reports and documents filed with the SEC, the NYSE and equivalent authorities in the countries where the Company maintains operations, as well as other public communications it makes from time to time.
The Chief Executive Officer, the Chief Financial Officer, the Comptroller, the Treasurer and other persons performing accounting or financial duties are responsible for ensuring compliance with these standards. In addition, the Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting. It is also the purpose of the Corporate Governance and Communications Committee to support the Audit Committee in the performance of its duties. As a Controlled Company, as defined by the NYSE, we do not have a Corporate Governance and Communications Committee comprised exclusively of independent directors.
The Committee is integrated by Germán Larrea Mota-Velasco (Chairman of the Committee); Oscar González Rocha; Leonardo Contreras Lerdo de Tejada; and Xavier García de Quevedo Topete.
The Vice President, Finance and Chief Financial Officer is the Board-appointed Trustee of the Company’s benefit plans subject to U.S. regulations, including ERISA. He appoints an Administrative Committee comprised of four members of Management, whose purpose is to administer and manage these plans and to oversee the performance of the duties of the agents and other fiduciaries responsible for the investment of the plans’ funds. The Committee is composed of Mr. Oscar González Rocha (Chairman of the Committee); Mr. Raúl Jacob Ruisánchez; and Mr. Andrés Carlos Ferrero Ghislieri (Secretary of the Committee).