Committees
FEMSA’s Board of Directors is supported by three committees with different areas of responsibility and oversight. According to their respective areas of focus, these committees provide expert advice and recommendations on strategic issues critical to the success of the Company. The Committees' recommendations are submitted to the Board of Directors for consideration and approval.
Below is a summary of our Board of Directors' committee structure and membership information. To read more about the committees, please click on committee names in the chart below.
Audit Committee
The Audit Committee supports the Board of Directors by carrying out activities to ensure the integrity, reliability, and transparency of our company’s financial reporting. Some of its main support functions are:
• Overseeing the management, conduct, and execution of the businesses carried out by FEMSA and its Business Units.
• Reporting on the status of the Company’s business risk management and internal control systems, including those related to sustainability.
• Supervising External and Internal Audit functions.
• Reviewing financial statements and the information issued to third parties, both interim and annual, as well as the accounting policies and criteria used for their preparation.
• Assessing judgments and contingencies the Company may be involved in and ensuring that they have been considered in the preparation of the financial reports and in the communications to third parties issued by the Company in this regard.
• Reviewing the effectiveness of the program established by the Company to ensure compliance with applicable laws, regulations and accounting, tax and legal regulations, as well as reports of the results of investigations by Management of any cases of non-compliance, including appropriate disciplinary actions.
• Reviewing unusual or non-recurring transactions, as well as the acquisition and sale of assets that exceed five percent of the Company’s total assets. And support it in the review and granting of guarantees or assumption of liabilities that exceed five percent of the assets.
• Ensuring compliance with the Code of Ethics’ provisions and the proper operation of the Ethical Compliance System established therein.
• Performing any other specific responsibility assigned to it by the Board of Directors.
Composed exclusively of independent directors in accordance with the Mexican Securities Market Law, as well as the U.S. Securities Act of 1933 and the applicable listing standards of the New York Stock Exchange.
Members
Operations and Strategy Committee
The Operations and Strategy Committee plays a fundamental role in our corporate governance system by supporting the Board of Directors in establishing the Company’s strategy. In 2022, as part of FEMSA’s Corporate Governance updates, this Committee expanded its functions to include supporting the Board in overseeing the operations of the Company and its business units, and it also supports the Board in the following functions:
1. Making recommendations to the Board of Directors regarding the annual operating plans and strategic projects of FEMSA’s business units, aiming to create economic, social and environmental value.
2. Executing strategic analysis of FEMSA’s business units’ operations, growth alternatives and long-term plans, as well as supervising transformational initiatives.
3. Evaluating the investment, risk management and financing policies of the Company.
4. Reviewing and, if appropriate, recommending to the Board of Directors, the dividends policy, for subsequent approval by the shareholders in our Shareholders’ Meeting.
5. Providing support in the review of strategic projects that are explicitly requested by the Board.
6. Review and recommend approval of FEMSA’s ESG goals.
This Committee is comprised of a majority of independent directors and chaired by the executive chairman of FEMSA's Board of Directors.
Members
Corporate Practices and Nomination Committee
The main mandate of the Corporate Practices and Nominations Committee is to prevent or reduce the risk of performing operations that could damage the value of our company or that may benefit only a particular group of shareholders, as well as supervising the hiring and compensation processes of the Chief Executive Officer and our senior management. Since 2022, the Corporate Practices and Nominations Committee has incorporated, within its mandate, to support the Board in the nomination and evaluation of independent directors. Other main functions of this Committee are:
1. Reviewing and approving the compensation scheme and policies for the Chief Executive Officer and our senior management.
2. Conducting searches, evaluations and nominations of Series D and independent directors with appropriate qualifications and experience to support corporate decisions.
3. Proposing new independent directors to the Board of Directors and the Series D shareholders, informing them of their qualifications and experience, and providing shareholders with a summary of the election process.
4. Supporting the Board in the succession processes of the Chief Executive Officer and our senior management and providing the Board of Directors with an opinion regarding their selection.
5. Reviewing and approving internal policies in connection with use of assets and related party transactions.
6. Review and recommend approval of FEMSA’s Health and Safety, Human Rights, Diversity, Social Impact and Social Development goals.
This Committee is composed exclusively of independent directors.