CORPORATE
GOVERNANCE
GRI 2-9, 2-10, 2-11, 2-12, 2-13, 2-15, 2-19, 2-20

Grupo Lamosa’s corporate governance structure is the set of practices, processes and policies that guarantee its compliance with business objectives, and thereby a robust performance for the organization, creating value for stockholders and other stakeholders. Grupo Lamosa has been listed on the Mexican Stock Exchange since 1951 and abides by Mexican stock market legislation and the Code of Best Corporate Practices of the Business Coordinating Council.

The Ordinary Annual General Stockholders’ Assembly is the ultimate governance body in charge of approving the different annual reports on results that the Chief Executive Officer and Board of Directors present. It is also responsible for appointing and ratifying the members of the Board and their alternates, with the exception of those who are directly appointed because they own more than 10% of the capital stock and the members of the Audit and Corporate Practices Committees.

The most important functions of the company’s Board of Directors are defining Grupo Lamosa’s business strategy, managing and mitigating the possible risks associated with its operations, assigning an annual budget and evaluating the performance of the management team. It is made up of twelve members, six of whom are independent, selected on the basis of their skills and areas of expertise. Most of them have exceptional backgrounds in different sectors of the industry and management positions in prestigious Mexican companies.

The directors hold ordinary meetings at least once a quarter, and receive a fixed remuneration for their assistance equivalent to $46,000 M.N. (forty-six thousand 00/100 Mexican pesos), net of taxes, which was approved by the Ordinary Annual General Stockholders’ Assembly held on March 16, 2022. Five ordinary meetings were held during 2022, with an average attendance at sessions of 88%.

To ensure correct decision-making, every issue raised is addressed and communicated to the members before and after the sessions. Additionally, each decision goes through a voting process where the majority vote is followed.

If the Chairman and Secretary of the Board are not expressly designated by the Ordinary Annual General Stockholders’ Assembly, the Board of Directors has the power to designate them, as well as the members of the aforementioned committees.

With regard to the term of office, board members are elected annually and may be reelected indefinitely, without any limit on the number of renewals. The election of each member is carried out in accordance with the guidelines established in Grupo Lamosa’s Corporate Bylaws. For independent members, the requirements of the Mexican Securities Market Law are also taken into consideration, in order to avoid any kind of conflict of interest.

With the exception of the Chairman, who is also the company’s CEO, none of the companies where the directors work has any relationship with Grupo Lamosa.