SHAREHOLDER STRUCTURE
This material references Disclosure 102-7 of GRI 102: General Disclosures 2016
CORPORATE GOVERNANCE
Our shares have been listed on the Mexican Stock Exchange (BMV) under the ticker "CHDRAUI" since April 30th, 2010.
As of December 31st, 2019, the Company’s stockholders’ equity was comprised of 963,917,211 "B" series shares, common, registered and without par value, of which 16.3% are considered free float.
Overall, Chedraui family members, considering both the shares acquired directly and those possessed through a trust (holding 510 million shares) owns a total of 806,693,426 shares or 83.7% of the equity of Grupo Comercial Chedraui S.A.B. de C.V.
Grupo Comercial Chedraui
| Retail in Mexico | Retail in the United States | Real Estate Division |
|---|
Antonio Chedraui Eguía
Chief Executive Officer
Date of Appointment: 01/01/1995
Arturo Eduardo Antonio Vasconcelos y de Pablo
Commercial Director
Date of Appointment: 06/06/2016
Alberto Nava Gutiérrez
Director of Operations
Date of Appointment: 09/01/2012
Jose Ramon Chedraui Eguía
Chair of Bodega Latina
Date of Appointment: 01/01/2009
Carlos Smith Matas
Bodega Latina’s Chief Executive Officer
Date of Appointment: 11/12/1997
Alfredo Chedraui López
Director of Real Estate
Date of Appointment: 12/01/2008
Alejandro Rafael Lara Hakim
Director of Construction
Date of Appointment: 01/01/1988
Ricardo Krasovsky Santamarina
Director of Operations and Property Management
Date of Appointment: 11/21/2019
Sergio Estrada Rentería
Director of Human Resources
Date of Appointment: 04/01/2018
Pilar Rojas Suárez
Director of IT
Date of Appointment: 09/09/2013
Humberto Tafolla Núñez
Chief Financial Officer
Date of Appointment: 10/02/2017
Jorge Ramírez Bonilla
Director of Commercial Strategy and Resupply
Date of Appointment: 01/02/2018
Miguel Cortés Morales
Director of Logistics
Date of Appointment: 03/01/2018
Victor Alejandro Ochoa Almanza
Director of Loss Prevention
Date of Appointment: 09/03/2019
Ignacio González Quirasco
Director of Sustainability and Social Responsibility
Date of Appointment: 09/02/2014
REMUNERATION
Our Key executives receive a fixed salary as well as a variable remuneration, which is determined based on the fulfillment of the objectives established in the Strategic Plan of Grupo Chedraui and its financial results.
| Position | Date of Appointment | |
|---|---|---|
| Alfredo Chedraui Obeso | Chairman | 04/05/2010 |
| José Antonio Chedraui Obeso | Related Director | 04/05/2010 |
| José Antonio Chedraui Eguía | Related Director | 02/02/1995 |
| Agustín Irurita Pérez (1) | Independent Director | 02/23/2000 |
| Martin Werner Wainfeld (1) | Independent Director | 04/03/2017 |
| Federico Carlos Fernández Senderos (1) | Independent Director | 06/06/2008 |
| Clemente Ismael Reyes-Retana Valdés (1) | Independent Director | 04/17/2009 |
| Cecilia Goya Meade (1) | Independent Director | 04/04/2016 |
| Julio Gutiérrez Mercadillo (1) | Independent Director | 04/09/2013 |
| María Novales Flamarique (1) | Independent Director | 04/03/2019 |
| José Ramón Chedraui Eguía | Secretary of the Board | 01/01/2009 |
(1) Independent Director under the Securities Market Law.
Audit and Corporate Practices Committee
Comprised of four independent members, its main functions are the following:
- - Oversee the performance of the Company’s external Audit and analyzing the reports issued by them
- - Report to the Board of Director on existing internal controls and any irregularities related thereto
- - Supervise transactions between related parties, the CEO activities and the functions of the internal audit
- - Issue an annual report for the Board of Directors
- - Determine the economical compensation for directors and key executives, and provide feedback to the Board of Directors regarding their performance
We fully comply with the standards of independence and financial expertise established in the Securities Market Act by having at least three independent members in its Audit and Corporate Practices Committee, among which at least one member qualifies as a financial expert.
Risk Assessment Committee
Chaired by the Deputy Director of Internal Audit and comprised of a number of key executives, the Risk Assessment Committee holds session every 4 months, in order to anticipate and diagnose the risks to which Chedraui is subject and thus suggest the best strategy to asses or reduce them.
The Risk Assessment Committee is composed of:
One of our paramount pillars is our solid ethical values that have allowed us to achieve sustainable growth as soon as our inception. To this end, we clearly defined in our Code of Ethics the principles of conduct by which all our employees, as well as any service provider who has a business relation with us, must abide.
In the Code of Ethics are established the commitments we have engaged with regards to our stakeholders, where especially noteworthy is our pledge to a fair, honest, transparent and respectful treatment, in which there is no discrimination due to religious, ethnic or gender grounds, as well as sexual and political preferences, among others. Similarly, the rules and ethical conduct that must be followed in all lines of operation of the Company are disclosed, and a guideline is set for how our employees should act in the event of a contingency not duly indicated in the Code of Ethics.
We constantly promote our code of ethics among our workforce, ensuring that they are fully aware of its policies in order to guarantee full compliance, with utmost emphasis on the importance of reporting any act that breaches the commitment to prevent any form of corruption such as bribery, money laundering and embezzlement, among others.
In this sense, we have an anonymous tip line where any issue exposed is followed up accurately and speedy. Employees, suppliers, and carriers may visit the website www.tipsanonimos.com/chedrauiteescucha or call at 01-800-910-0013. While customers may also contact the Call Center at 01-800-925-1111 or visit www.chedraui.com.mx.
Any employee in violation of the Code of Ethics will be subject to what is established in the Disciplinary Guidelines for Non-compliance with the Code of Ethics in accordance to the gravity and damage caused.
Noteworthy Policies in the Code of Ethics
Anti-Corruption Practices: We are committed to the promotion of anti-corruption practices within our executives, commission agents, suppliers, employees, customers and any other person acting on its behalf, seeking to prevent them from making an offer or promise to deliver any object of value in exchange for a personal benefit. They shall also refrain from making any bribe or any other improper payment to any public official, political or third party, with the aim of obtaining or maintaining business, taking an improper advantage, or influencing any act or decision.
Travel Expenses Policy: Determines how employees or executives must act should they be offered or requested by a third party whom they have or intend to have a business relationship, a travel opportunity, a flight ticket or other forms of entertainment.
Gifts and Presents Policy: Establishes clear guidelines to regulate the receipt or acceptance of gifts, meals, tickets, events or other forms of entertainment, from any third party with whom any employee or executive has or intends to have a business relationship.
Prevention of Fraud and Money Laundering Policies: Grupo Chedraui and its affiliates must comply with the various legal provisions applicable to the economic activity it performs, particularly those regulations that protect the financial system and the national economy, such as the detection and identification of vulnerable activities that could involve resources of illicit origin.
Conflict of interest: The Company and its employees must prevent the generation of conflicts of interest that could arise when a person is or may be influenced by personal (usually economic) considerations when making decisions that put the Company's assets at risk. Likewise, they must refrain from using privileged financial information for their own benefit, including the benefit of a direct or indirect family member, or third parties, that damage the assets of the Company, its shareholders, or negatively affect our clientele.
