Audit and Corporate Governance Committee

The audit and corporate governance committee’s principal duties are: (i) supervising and evaluating our external auditors and analyzing their reports (including their opinion of our annual report), (ii) analyzing and supervising the preparation of our financial statements and making a recommendation to the Board of Directors on their approval, (iii) informing the Board of Directors of the status of our internal controls, our internal audit and their adequacy, (iv) supervising the execution of related- party transactions and transactions representing 20% or more of consolidated assets being carried out pursuant to applicable law, (v) requesting reports from our executive officers or independent experts whenever deemed appropriate, (vi) investigating and informing the Board of Directors of any irregularities that it may encounter, (vii) receiving and analyzing recommendations and observations made by shareholders, members of the Board of Directors, executive officers or any third- party and taking the necessary actions, (viii) calling shareholders’ meetings, (ix) supervising compliance by our Chief Executive Officer of instructions provided by our Board or shareholders (x) providing an annual report to the Board with respect of accounting policies, their sufficiency and adequacy, and consistency, (xi) rendering opinions to the board of directors in connection with the designation of our Chief Executive Officer, his compensation and removal and policies for the description and comprehensive remuneration of other executive officers, (xii) supervising and reporting on the performance of key officers, (xiii) rendering its opinion to the Board of Directors in connection with related-party transactions, (xiv) requesting opinions from independent third- party experts, (xv) calling Shareholders’ Meetings, (xvi) providing assistance to the Board of Directors in the preparation of reports for the annual shareholder meeting and (xvii) hiring or recommending auditors to shareholders and approving them.

The current members of our audit and corporate governance committee are:

Name Title
José Luis Fernández Fernández Chairman
Joaquín Alberto Palomo Déneke Member
John A. Slowik Member