COMMITTEES

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The Audit and Corporate Practices Committees of Vinte are key bodies within its corporate structure whose purpose is to provide consultative support to the Board of Directors. These comittees must be composed exclusively of independent directors and have a minimum of three members.

 

Corporate Practices Committee

The primary functions of the Corporate Practices Committee, as set forth in the Company’s By-laws and derived from the "Ley del Mercado de Valores" (Securities Market Law), are as follows:

  • Call Shareholders’ Meetings and include items on the agenda that may deem pertinent.
  • Seek advice from independent experts in cases where is considered appropriate for the proper execution of its functions.
  • Support the Board of Directors in the elaboration of reports (annual, activities and operations thereof).
  • Issue opinions on operations and transactions with related and relevant third-parties.
  • Issue opinions on the appointment, performance, remuneration and granting of loans to the Chief Executive Officer and key executives.
  • Issue opinions on other matters within the scope of the "Ley del Mercado de Valores" (Securities Market Law) and the Company’s By-laws.

The Corporate Practices Committee is composed as follows:

NamePosition
Manuel Jesús Oropeza FuentesChairman
Ramiro Villarreal MoralesIndependent Director
Héctor Treviño Gutiérrez Financial Expert

Audit Committee

The primary functions of the Audit Committee, as set forth in the Company’s By-laws and derived from "Ley del Mercado de Valores" (Securities Market Law), are as follows:

  • Call Shareholders’ Meetings and include items on the agenda that may deem pertinent.
  • Seek advice from independent experts in cases where is considered appropriate for the proper execution of its functions.
  • Ensure that the Chief Executive Officer complies with the resolutions adopted by the Shareholders’ Meetings and those of the Board of Directors, as well as investigate possible non-compliance.
  • Discuss the Company’s financial statements with management and the external auditor, and recommend or not its approval to the Board of Directors.
  • Evaluate the performance of the external auditor, analyzing the opinions, reports or information issued by the former, as well as present its opinion to the Board of Directors about the appointment, monitoring, evaluation and removal of the external auditor, including the determination of fees and activities to be carried out.
  • Inform the Board of Directors on the situation of the Company’s internal control and internal audit system, including any regularities that may be detected.
  • Ensure that mechanisms and internal controls are established to verify that the actions and operations of the Company and its subsidiaries comply with applicable regulations, as well as to implement methodologies to assess and evaluate such adherence.
  • Support the Board of Directors in the elaboration of the annual report as well as the opinion regarding the report presented by the Chief Executive Officer on the financial statements.
  • Monitor and investigate non-compliance with operations, guidelines and operating policies, internal control systems, internal audits and accounting records, as well as receive recommendations, observations and complaints thereon by shareholders, directors, key executives, employees, and/or any third party.
  • Inform the Board of Directors of significant irregularities detected, as well as corrective actions implemented or proposed.

The Audit Committee is composed as follows:

NamePosition
Manuel Jesús Oropeza FuentesChairman
Ramiro Villarreal MoralesIndependent Director
Héctor Treviño Gutiérrez Financial Expert