CORPORATE
GOVERNANCE
José Antonio Fernández
Chairman of the Board of FEMSA
Alternate: Javier Gerardo Astaburuaga Sanjines
30 Years as a Board Member
Daniel Alberto Rodríguez Cofré
Chief Executive Officer of FEMSA
Alternate: Francisco Camacho Beltrán
1 Year as a Board Member
Federico Reyes García
Independent Consultant
Alternate: Eugenio Garza y Garza
30 Years as a Board Member
Ricardo Guajardo Touché*
Independent Consultant
30 Years as a Board Member
Enrique F. Senior Hernández*
Managing Director of Allen & Company, LLC
19 Years as a Board Member
Luis Rubio Friedberg*
Chairman of México Evalúa Centro de Análisis de Políticas Públicas, A.C.
6 Years as a Board Member
José Henrique Cutrale
Director of Sucocítrico Cutrale Ltda.
Alternate: Graziela Cutrale
Board member as of September 2022
Alfonso González Migoya*
Business Consultant
17 Years as a Board Member
Francisco Zambrano Rodríguez*
Independent Consultant and Co-Chief Executive Officer of Desarrollo Inmobiliario y de Valores, S.A. de C.V., Corporativo Zeta DIVASA, S.A.P.I. de C.V. and IPFC Inmuebles, S.A.P.I. de C.V.
20 Years as a Board Member
John Murphy
Executive Vice President and Chief Financial Officer of The Coca-Cola Company
Alternate: Stacy Lynn Apter
4 Years as a Board Member
José Octavio Reyes Lagunes
Retired
Alternate: T. Robin Rodgers Moore
7 Years as a Board Member
Nikos Koumettis
President of Europe Operating Unit of The Coca-Cola Company
1 Year as a Board Member
Jennifer K. Mann
Corporate Senior Vice President and President of North America for The Coca-Cola Company
Alternate: Marie D. Quintero-Johnson
Board Member as of March 2023
Victor Alberto Tiburcio Celorio*
Independent Consultant
4 Years as a Board Member
Luis Alfonso Nicolau Gutiérrez*
Partner at Ritch, Mueller, Heather y Nicolau, S.C.
Alternate: Jaime A. El Koury*
5 Years as a Board Member
Amy Eschliman*
Managing Director of Retail at Google Cloud
Board Member as of March 2023
Alejandro Gil Ortiz
Secretary of the Board
Alternate: Carlos Luis Díaz Sáenz
1 Year as a Secretary
* Independent Director
Ian Craig
Chief Executive Officer
Gerardo Cruz Celaya
Chief Financial Officer
Karina Awad Pérez
Human Resources Officer
Nicolás Bertelloni
Chief Growth Officer
Rafael Ramos Casas
Supply Chain and Engineering Officer
Gabriel Coindreau Montemayor
Strategic Planning Officer
Ignacio Echevarría Mendiguren
Digital and Technology Officer
Fabricio Ponce García
Chief Operating Officer—Mexico
Eduardo Pereyra Méndez
Chief Operating Officer—Brazil
Aitor Ocejo Zubizarreta
Chief Operating Officer—Latin America
The Planning and Finance Committee works with management to set our annual and long-term strategic and financial plans and monitors adherence to these plans. It is responsible for setting our optimal capital structure and recommends the appropriate level of borrowing, as well as the issuance of securities. Financial risk management is another responsibility of the Planning and Finance Committee.
Ricardo Guajardo Touché is the chairman of the Planning and Finance Committee. The other members include: Federico Reyes García, John Murphy, Amy Eschliman, Enrique F. Senior Hernández and Eugenio Garza y Garza. The secretary non-member of the Planning and Finance Committee is Gerardo Cruz Celaya, our Chief Financial Officer.
The Audit Committee is responsible for reviewing the accuracy and integrity of quarterly and annual financial statements in accordance with accounting, internal control, and auditing requirements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor, who reports directly to the Audit Committee (such appointment and compensation being subject to the approval of our Board of Directors); the internal auditing function also reports to the Audit Committee. The Audit Committee has implemented procedures for receiving, retaining and addressing complaints regarding accounting, internal control and auditing matters, including the submission of confidential, anonymous complaints from employees regarding questionable accounting or auditing matters. To carry out its duties, the Audit Committee may hire independent counsel and other advisors. As necessary, we compensate the independent auditor and any outside advisor hired by the Audit Committee and provide funding for ordinary administrative expenses incurred by the Audit Committee in the course of its duties.
Victor Alberto Tiburcio Celorio is the chairman of the Audit Committee and the “audit committee financial expert.” Pursuant to the Mexican Securities Market Law, the chairman of the Audit Committee is elected at our shareholders meeting. The other members are: Alfonso González Migoya and Francisco Zambrano Rodríguez. Each member of the Audit Committee is an independent director, as required by the Mexican Securities Market Law and applicable New York Stock Exchange listing standards. The secretary non-member of the Audit Committee is Gerardo Estrada Attolini, FEMSA’s Administration and Corporate Control Department Officer.
The Corporate Practices Committee, which consists exclusively of independent directors, is responsible for preventing or reducing the risk of performing operations that could damage the value of our company or that benefit a particular group of shareholders. The committee may call a shareholders meeting and include matters on the agenda for that meeting that it deems appropriate, approve policies on related party transactions, approve the compensation plan of the Chief Executive Officer and relevant officers, and support our Board of Directors in the elaboration of related reports.
The chairman of the Corporate Practices Committee is Luis Rubio Freidberg. Pursuant to the Mexican Securities Market Law, the chairman of the Corporate Practices Committee is elected at our shareholders meeting. The other members include: Jaime A. El Koury and Luis A. Nicolau Gutiérrez, and two permanent non-member guests, Daniel Alberto Rodríguez Cofré and José Octavio Reyes Lagunes. The secretary non-member of the Corporate Practices Committee is Karina Paola Awad Pérez, our Human Resources Officer.