- Overview
- Board of Directors
- Senior Management
- Committees
- General Assembly
Overview
To guarantee to all our stakeholders the strength of our Corporate Governance, we adhered to the Code of Principles and Best Practices of Corporate Governance of the Business Coordinating Council (Consejo Coordinador Empresarial).
Likewise, since 2013, we have been listed on the Mexican Stock Exchange (BMV) and the New York Stock Exchange (NYSE) American Depositary Receipt Level III Program; therefore, we must also guide our structure and behavior to the provisions of these organizations and the applicable legislation.
Our corporate governance comprises the Shareholders’ Meeting, the Board of Directors, the Committees, and the Senior Management.
Volaris’ Board of Directors is comprised of 14 proprietary directors and 3 alternate directors, 71% of whom —10 proprietary and 2 alternate directors— are independent.
Diversity
14% of the members of our Board of Directors are women. Our Board of Directors is comprised of qualified members with multidisciplinary backgrounds.
Shareholders’ Meeting
It is the highest governance body, the Meetings will be chaired by the Chairman of the Board of Directors. In their absence, the Meetings will be chaired by the person designated by the shareholders in attendance by the majority of votes.
Meetings may be called at the request of the Board of Directors, the chairman or secretary of the Board of Directors; by the Audit Committee or the Corporate Governance Committee; by shareholders representing at least 10% of our outstanding capital stock, who may request the chairman of the Board of Directors, the chairman of the Audit Committee or the chairman of the Corporate Governance Committee to summon a Shareholders’ Meeting; by any shareholder, on the understanding that no Annual Shareholders’ Meeting has been held in two consecutive years or the matters about the annual Shareholders’ Meetings are not addressed, and by a competent Mexican judge, if the Board of Directors does not comply with a valid request of the shareholders by what is mentioned in the two previous points.
Generally, for an Ordinary General Meeting to be legally installed, at least 51% of our shares with voting rights must be represented, and its resolutions will be valid when taken by a majority of the votes in attendance. If such quorum is not met, a second call will be made for which it will be required in the same way that 51% of our shares are represented and the resolutions may be taken by the majority of the capital represented in the said meeting. Generally, for an Extraordinary General Meeting to be considered legally constituted, at least 75% of the shares must be represented. If a quorum is not present at the first call, a second call will be made and the Meeting will be considered legally constituted when at least 51% of the shares are represented. In any case, resolutions will be valid when adopted by the vote of shares representing at least 50% plus one of the shares of capital stock, except for resolutions referring to the cancellation of the registration of shares in the National Securities Registry, since these require the favorable vote of at least 95% of the outstanding capital stock with voting rights. The rights of minority shareholders, as well as information on notice of meetings, accreditation of ownership, minutes of meetings, Chairman and Secretary, types of meetings, and minority rights can be found in our By-Law.
Shareholders’ rights
Under Mexican law, all Volaris A and B shares are entitled to one vote per share(1).
Volaris is a Mexican Company and is subject to foreign investment control regulations.
The Company adopted a neutral investment structure, under the applicable law, which allows foreign investors interested in receiving economic rights, but never voting rights, to participate in securities with underlying shares of Volaris.
This structure allows majority Mexican investors to determine the voting direction of the shares underlying the neutral investment. This information has been made public and is available at all times to investors in the prospectuses and annual reports of the markets in which we are listed.
In addition, under the applicable Mexican law, Volaris is not required to adopt the Say on Pay Policy.
The Mexican Securities Market Law and our By-laws contain provisions that, among other things, require the approval of the Board of Directors before any person or group of persons directly or indirectly acquires: (i) 5% or more of our shares (directly or through the acquisition of ADSs or CPOs), or (ii) 20% or more of our shares (directly or through the acquisition of ADSs or CPOs) and in this case, if such approval is obtained, the acquirer must make an offer to purchase 100% of our
shares and CPOs (or securities representing them) at a substantial premium over the market price of our shares to be determined by the Board of Directors, based on the opinion from a financial advisor.
(1). Holders of ADSs and CPOs will not be entitled to vote the underlying A Shares at any time. Mexican holders of Series A shares will be entitled to vote their shares on all matters. Holders of Series B shares will be entitled to vote their shares on all matters and will have the specific voting rights described in “Shareholders’ Meetings”. The A shares underlying the CPOs and the CPOs underlying the ADSs will be voted by the trustee issuing the CPOs in the same manner as a majority of the votes of the A shares cast at the relevant Shareholders’ Meeting in all circumstances.
Board of Directors
Volaris’ Board of Directors comprises of 13 proprietary members; of these, 10 proprietary and 2 alternate directors are independent, 71%. In addition, 14% of the members are women. The average tenure of Board members is 7.92 years.
- Brian H. Franke Chairman of the Board
- Andrew Broderick Director
- Marco Baldocchi Kriete Director
- Enrique Javier Beltranena Mejicano Director
- Harry F. Krensky Independent Director
- José Luis Fernández Fernández Independent Director
- Ricardo Maldonado Yáñez Independent Director
- Joaquín Alberto Palomo Déneke Independent Director
- John A. Slowik Independent Director
- Stanley L. Pace Independent Director
- William Dean Donovan Independent Director
- Guadalupe Phillips Margain Independent Director
- Mónica Aspe Bernal Independent Director
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William A. Franke
Honorary Director
(without being a member)
Board of Directors’ duties
Our Company is managed by the Board of Directors and the Chief Executive Officer. The Board of Directors establishes the guidelines and general strategy for conducting our business and supervises compliance with these standards.
The members of the Board of Directors must carry out their duties to create value for the Company’s benefit, without favoring a particular shareholder or group of
shareholders. They must comply with various obligations, including:
- The Company’s overall strategy
- Overseeing our operations and those of our subsidiaries
- Approve, with the prior opinion of the Audit Committee, each one individually: (i)Related party transactions, subject to certain limited exceptions, (ii) our guidelines on internal control and internal audit, including those guidelines of our subsidiaries, (iii) our policies of accounting, (iv) our financial statements and those of our subsidiaries, (v) the operations considered as unusual or non-recurring as well as any operations that are executed, either simultaneously or successively, in the period of a fiscal year that involve: (a) The acquisition or disposal of goods with a value equal to or greater than 5% of our consolidated assets or (b) the granting of guarantees or the assumption of liabilities for a total amount equal to or greater than 5% of our consolidated assets, and (vi) the election of external auditors
- Approve, with the prior opinion of the Corporate Governance Committee, each one individually: (i) supervise and report on the performance of our chief executive officer and render opinions to our board of directors regarding his nomination, election, removal, compensation, and related policies, (ii) supervise and report on the performance of our officers to our board of directors and render opinions to our board of directors regarding their nomination, election, removal, compensation, and related policies, (iii) submit proposals to the board of directors relating to the nomination or removal of officers within the first two corporate levels, (iv) propose the remuneration schemes of the first four corporate levels of the Company or those determined by it, for approval of the board of directors, (v) assist our board of directors in the preparation of reports for the annual shareholders’ meeting, (vi) consult with third-party experts in connection with any issues related to compensation, organizational development, and other related matters, (vii) propose to the board of directors the adoption, modification or termination of any incentive plan for employees of the Company, (viii) propose to our board of directors the entering into, amendment or termination of any collective bargaining agreements, (ix) inform our board of directors of relevant labor contingencies; (x) provide an annual report to the board in respect of corporate governance and nomination and compensations matters;
- Summon a Shareholders’ Meeting and execute its resolutions
- Submit annually to the Shareholders’ Meeting (i) the report of the CEO and, (ii) the opinion of the Board of Directors about the report of the CEO
- Approve the creation of special Committees and ensure or guarantee the authority of such Committees, provided that such Committees will not have those powers expressly vested to our shareholders or the Board of Directors in accordance with our By-laws
- Determine the voting power of the shares we hold in our subsidiaries and our disclosure policies
The meetings of our Board of Directors, according to the By-laws, shall be validly convened and held if the majority of the members or their respective alternates are present. The agreements adopted in said meetings will be valid if they are approved by a majority of the members without any conflict of interest regarding the matters discussed. In the event of a tie, the Chairman of the Board of Directors will not have a tie-breaking vote.
Meetings of our Board of Directors may be summoned by (i) 25.0% of the members of our Board of Directors, (ii) the chairman of our Board of Directors, (iii) the chairman of the Audit Committee, (iv) the chairman of the Corporate Governance Committee, and (v) the Secretary of our Board of Directors.
Moreover, members may remain in office for one year and may be re-elected or removed at any time.
During 2023, the Board of Directors met 5 times in regular sessions with an attendance rate of 95.7%. On two occasions, it adopted unanimous resolutions taken outside of sessions.
Brian H. Franke
Chairman of the Board
Brian H. Franke has served as a member of our board of directors since 2010 and as Chairman of our board of directors since 2020. He is currently a principal specializing in aviation investments with Indigo Partners LLC, a private equity firm based in the United States. Mr. Franke is also a member of the board of directors of Frontier Airlines (USA), JetSMART Airlines (South America), Cebu Pacific Airlines (Philippines) and APiJET. He previously served on the board of directors of Tiger Airways Holdings (Singapore) from 2008 to 2010 and Tiger Airways Australia from 2009 to 2010. Prior to that, Mr. Franke was vice president of Franke & Company inc., a boutique private equity firm focused on small and medium enterprises investments. He was also a director in marketing for Anderson Company, a U.S. real estate developer, from 1989 to 1992 and a marketing manager for United Brands Inc., a U.S. distribution and licensing company for consumer goods, from 1987 to 1989. Mr. Franke holds a B.S. in Business from the University of Arizona and a M.A. in International Management from Thunderbird School of Global Management. He also serves on the University of Arizona Foundation Board and participates on its Investment Committee.
Andrew Broderick
Director
Andrew Broderick is a Managing Director of Indigo Partners LLC, a private equity fund focused on air transportation, which he joined in July 2008. He has served on the board of directors of Frontier Airlines Holdings, Inc., an airline based in the United States, since January 2018; JetSMART Airlines SpA, an airline based in Chile, since September 2018; Wizz Air Holdings Plc, an airline based in Europe, since April 2019; and APiJET, LLC, a software company focused on providing real-time cost saving analytics to airlines, since November 2020. Additionally, Mr. Broderick serves on various committees of these companies, including finance, sustainability and culture, safety and security, and compensation committees. Prior to joining Indigo, Mr. Broderick was employed at a macroeconomic hedge fund and a stock-option valuation firm. Mr. Broderick holds a B.S. in Economics and a B.A. in Spanish from Arizona State University and a Masters of Business Administration from the Stanford Graduate School of Business.
Marco Baldocchi Kriete
Director
Marco Baldocchi Kriete has served as a member of our board of directors since 2020. He is the chief executive officer of Central American Comercial, S.A. de C.V, a high growth retail company that operates more than 400 locations in Central America, Colombia and Peru. He has previously served on the board of directors of Onelink Holdings, Avianca Holdings S.A. (previously AviancaTaca Holding S.A.) from 2010 to 2014. He was a founder member of Transactel Inc. and board member of Banco Agricola from 2003 to 2007. He is currently a member of the board of directors of Aeromantenimiento (MRO Holdings, Inc.) Mr. Baldocchi holds a B.A. in Arts from Vanderbilt University and a M.B.A. from the Kellogg School of Management at Northwestern University.
Enrique Javier Beltranena Mejicano
Director
Enrique Javier Beltranena Mejicano is a cofounder and has served as our Chief Executive Officer since 2006 and as a member of our board of directors since 2016. He previously worked as Grupo TACA’s chief operating officer, human resources and institutional relations vice president, cargo vice president and commercial director for Mexico and Central America. He also held the position of general director of Aviateca in Guatemala. Mr. Beltranena started his career in the aerospace industry in 1988. During the 1990s, he was responsible for the commercial merger of Aviateca, Sahsa, Nica, Lacsa and TACA Peru, which consolidated them into a single management entity called Grupo TACA. While at Grupo TACA, Mr. Beltranena also led the development of single operating codeshare and the negotiation of open skies bilateral agreements among each of the Central American countries and the United States, as well as the certification of the aeronautic authorities in Central America and Mexico and the compliance of the OACI regulation. In 2001, Mr. Beltranena led Grupo TACA’s complete restructuring as its chief operating officer. In 2017, Mr. Beltranena participated in one of the biggest joint negotiations for the purchase of single aisle aircraft with Airbus. In 2009, Mr. Beltranena was awarded the Federico Bloch Award by the Latin American & Caribbean Air Transport Association. Mr. Beltranena was named to the Ernst & Young’s Entrepreneur of The Year Hall of Fame in 2012 after winning the 2011 Mexico Entrepreneur of the Year award. He also received the National Order of Merit (Knight’s Badge) from the President of France in 2014. In 2017 he was president of the Board of Directors of IPADE-UP Business School. He is currently a member of the IATA Board of Governors, where he has been a keynote speaker at the Flight Safety Foundation in 2018. In 2022, he participated as a mentor of AITA Board of Governors, in order to incorporate the vision of the CEOs in safety within the aviation. In February 2022, he started as national counselor of the Coordinating Council of Women Entrepreneurs.
Harry F. Krensky
Independent Director
Harry F. Krensky is a co-founder of the Company and has served as a member of our board of directors since our establishment in 2005. He is also a member of the board of directors of Traxion, MasAir, Merited and Kidzania. Mr. Krensky is founder and managing partner of the private equity firm Discovery Americas. Previously, he was a founder of emerging market hedge fund managers Discovery Capital Management and Atlas Capital Management, and a founder of Deutsche Bank’s emerging market hedge fund. Mr. Krensky holds a B.A. in Government from Colby College, a MSc from the London School of Economics and Political Science and a M.B.A. from the Columbia University Graduate School of Business.
José Luis Fernández Fernández
Independent Director
José Luis Fernandez has been one of our independent directors since 2012 and is also the chairman of our audit and corporate practices committee. Mr. Fernandez is also a member of the audit committees of several companies where he oversees cybersecurity issues, among other matters. These companies include Grupo Televisa, S.A.B. de C.V., and he is also an alternate member of the board of directors of Arca Continental, S.A.B. de C.V. Mr. Fernández is a non-managing partner of Chevez Ruiz Zamarripa. Mr. Fernández holds a Public Accounting Degree (Licenciatura en Contaduría) from Universidad Iberoamericana and a certification issued by the Mexican Institute of Public Accountants. Mr. Fernandez participated in the “Director Development Program” offered by the Center of Excellence in Corporate Governance and the Mexican Stock Exchange, as well as in the “Introduction to the Stock Market” course offered by the same institution. In addition, he attended the “Corporate Governance and Performance Program” organized by the Yale University School of Business.
Ricardo Maldonado Yáñez
Independent Director
Ricardo Maldonado Yáñez has been member of our Board of Directors since 2018. He is a partner at the law firm of Mijares, Angoitia, Cortés y Fuentes, S.C., since 1999. Mr. Maldonado served as Secretary of the Board of Mexicana de Aviación from 2006 to 2010; represented the Mexican Ministry of Communications and Transportation and Grupo Aeroportuario del Centro Norte, in its initial public offering in 2006, and the Mexican Ministry of Communications and Transportation in the sale of its remaining 11% equity interest in Grupo Aeroportuario del Sureste through a follow-on offering in 2005. Mr. Maldonado focuses his practice in M&A, securities and corporate governance matters, and is a member of the Board of ICA Tenedora, one of Mexico’s largest construction and engineering companies and of Grupo Aeroportuario del Centro Norte, an operator of 13 airports in Mexico, where he also chairs the Corporate Practices, Finance and Sustainability Committee. Mr. Maldonado is a member of the National Association of Corporate Directors and of the International Corporate Governance Network (ICGN). He has a master’s degree (LL.M.) from the University of Chicago Law School, a corporate law diploma from the Instituto Tecnológico Autónomo de México (ITAM) and a lawyer’s degree from the Universidad Nacional Autónoma de México (UNAM).
Joaquín Alberto Palomo Déneke
Independent Director
Joaquín Alberto Palomo Déneke has served as a member of our board of directors since 2005 and as a member of our audit and corporate governance committee. He is also a member of the board of directors of Aeroman and of Banco Agrícola in El Salvador. Mr. Palomo has over two decades of experience in the financial air transportation and commercial aerospace sectors, where he created and implemented the first organization for Grupo TACA. He also actively participated in the planning, purchasing negotiations, closing, organization and final merger of AVIATECA, Tan/Sahsa, TACA de Honduras, Nica, Lacsa, Isleña de Inversiones, La Costeña, Aeroperlas and Trans American Airlines to form Grupo TACA. Mr. Palomo has negotiated the financing of more than $1 billion in aircraft leases, sales and leasebacks. Mr. Palomo holds a B.S. in Agricultural Economics from Texas A&M University.
John A. Slowik
Independent Director
John A. Slowik has served as a member of our board of directors and as a member of our audit and corporate governance committee since 2012. Prior to joining our board, Mr. Slowik has had over three decades of experience in the air transportation and commercial aerospace sectors as a banker at Citi (and its predecessors) and Credit Suisse, where he managed its America’s Airline Industry investment banking practice. Mr. Slowik’s experience includes corporate and investment banking, where his activities involved public and private market capital raising, highly structured debt issuance, aircraft leasing, principal investment, mergers and acquisitions advisory work and restructuring troubled situations in and out of court. His cross-cultural experiences include managing teams of bankers and professionals while executing various transactions for clients in Central and South America, North America, Western Europe, the Middle-East and the Asia and Pacific regions. Mr. Slowik is also a member of the board of directors and chairman of Turbine USA LLC, private commercial jet engine leasing company operating out of Ireland and the United States, respectively. He is also an alternate director of Rotor Engine Securitization Ltd., a private commercial jet engine leasing company operating out of Ireland. Mr. Slowik is a member of the board of directors and chairman of the audit committee of Quintillion Subsea Holdings, LLC, a privately held company operating a subsea fiber optic cable system connecting Nome to Prudhoe Bay and a terrestrial fiber optic cable system connecting Prudhoe Bay to Fairbanks, Alaska, a role which includes oversite for the company’s cybersecurity platforms and policies. Mr. Slowik serves as a senior advisor to volofin Capital Management Ltd., a specialty finance company focused on delivering innovative financing solutions for the commercial aviation market. He is a licensed, but now inactive private pilot. Mr. Slowik has a B.S. in Mechanical Engineering from Marquette University and a M.B.A. from the Kellogg School of Management at Northwestern University.
Stanley L. Pace
Independent Director
Stanley L. Pace has served as a member of our board of directors since 2017. He is a partner at Bain & Company where he has served as a member and chair of most of its key governance board of directors. Mr. Pace was the founder of the transformation and airline practices at Bain & Company and has led many of its largest and most successful relationships and transformations. Mr. Pace served as the chief executive officer of ATA from 1996 to 1997, at that time, ATA was the largest charter airline in the world. Mr. Pace holds a B.A. in Accounting and Finance from University of Utah -BYU, where he graduated as valedictorian, and a M.B.A. from Harvard Business School, where he graduated with high distinction.
William Dean Donovan
Independent Director
William Dean Donovan has served on our board of directors since 2010 first as an alternate director and then as a full director starting in 2017. In 2009, Mr. Donovan joined the board of Prophet Brand Strategy, a marketing consultancy. At Prophet, he sits on the compensation committee and chaired the capital committee, which provided board oversight for the recapitalization of the company. He served on the board of the Metropolitan Bank from 2008 to 2015, where he chaired the compensation committee. He co-founded Volaris in 2005. Mr. Donovan worked with Bain & Company from 1989 to 2003. He was Managing Director of Bain Africa from 1999 to 2002, worked with aerospace clients, and led Bain’s aviation practice and auto practice at various times. Mr. Donovan co-founded Casino Marketing Alliance, a provider of analytics services to the casino industry. Mr. Donovan has served as COO of Nimblefish Technologies, a specialized micromarketing agency and as CEO of SearchForce, a paid search workflow and optimization platform. Mr. Donovan currently leads DiamondStream Partners, an investment firm that specializes in aviation and aerospace technology. In this role, he assists companies focused on mid-mile freight, electric and hybrid electric propulsion, aircraft maintenance, revenue management, fleet management, irregular operations, unmanned aircraft, aerial inspection, drones, and the energy transition. He sits on the board or advises the following aviation and aerospace companies GPMS, Verdego Aero, Ampaire, Wingtra, Stellar Labs, SwissDrones, and Volantio, He has previously served as Chairman and on the compensation committee of Stellar Labs. He is a frequent speaker on the future of aviation and aerospace. Mr. Donovan holds a B.A. in Rhetoric and Economics from the University of California Berkeley, where he graduated Phi Beta Kappa and Summa Cum Laude, and a M.B.A. from the Wharton School of the University of Pennsylvania.
Guadalupe Phillips Margain
Independent Director
Guadalupe Phillips Margain has served as a member of our board of directors since 2020. She is the Chief Executive Officer of ICA Tenedora, S.A. de C.V., and also a member of the board of directors. She previously worked in Grupo Televisa where she was Vice-president of Finance and Risk and served in other positions. Ms. Phillips serves as member of the board of directors of several companies including Grupo Televisa, Innova, and Grupo Axo. Ms. Phillips holds a Law Degree (Licenciatura en Derecho) from the Instituto Tecnológico Autónomo de México a M.A.L.D. (Master of Arts in Law and Diplomacy) and a Ph.D. from The Fletcher School of Law and Diplomacy, Tufts University.
Mónica Aspe Bernal
Independent Director
Mónica Aspe has served as a member of our board of directors since April 2020. She is the Chief Executive Officer of AT&T Mexico and serves in the boards of Nemak and Sky Mexico. She previously was Mexico’s Ambassador to the OECD. She served as Vice-Minister in the former of Communications of the Ministry of Communications and Transportation. Ms. Aspe holds a B.A. in Political Science from Instituto Tecnológico Autónomo de México and a M.A. in Political Science from Columbia University.
William A. Franke
Honorary Director (without being a member)
William A. Franke has served as a member of our board of directors from 2010 to 2023, and from that date onwards, he was appointed as an honorary director without being a part of the board of directors.
Senior Management
Our President and Chief Executive Officer, as well as other members of our senior management are required to direct their activities towards creating value for the Company, making decisions that significantly transcend the administrative, financial, operating and legal situation of Volaris.
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Enrique Javier Beltranena Mejicano President and Chief Executive Officer
View Bio
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Holger Blankenstein Executive Vice-President Airline Commercial and Operations
View Bio
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Jaime Esteban Pous Fernández Chief Financial Officer
View Bio
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José Luis Suárez Durán Chief Operating Officer
View Bio
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José Alejandro de Iturbide Gutiérrez Chief Legal Officer
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Dionisio Pérez-Jácome Friscione Vice President Sustainability and Corporate Affairs
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Jimmy Zadigue Senior Corporate Audit Services and Risk Assessment Director
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Enrique Javier Beltranena Mejicano
President and Chief Executive Officer
Enrique Javier Beltranena Mejicano is a cofounder and has served as our Chief Executive Officer since 2006 and as a member of our Board of Directors since 2016. He previously worked as Grupo TACA’s Chief Operating Officer, Human Resources and Institutional Relations Vice President, Cargo Vice President and Commercial Director for Mexico and Central America. He also held the position of General Director of Aviateca in Guatemala. Mr. Beltranena started his career in the aerospace industry in 1988. During the 1990s, he was responsible for the commercial merger of Aviateca, Sahsa, Nica, Lacsa and TACA Peru, which consolidated them into a single management entity called Grupo TACA. While at Grupo TACA, Mr. Beltranena also led the development of single operating codeshare and the negotiation of open skies bilateral agreements among each of the Central American countries and the United States, as well as the certification of the aeronautic authorities in Central America and Mexico and the compliance of the OACI regulation. In 2001, Mr. Beltranena led Grupo TACA’s complete restructuring as its Chief Operating Officer. In 2017, Mr. Beltranena participated in one of the biggest joint negotiations for the purchase of single aisle aircraft with Airbus. In 2009, Mr. Beltranena was awarded the Federico Bloch Award by the Latin American & Caribbean Air Transport Association. Mr. Beltranena was named to the Ernst & Young’s Entrepreneur of The Year Hall of Fame in 2012 after winning the 2011 Mexico Entrepreneur of the Year award. He also received the National Order of Merit (Knight’s Badge) from the President of France in 2014. In 2017 he was President of the Board of Directors of IPADE-UP Business School. He is currently a member of the IATA Board of Governors, where he has been a keynote speaker at the Flight Safety Foundation in 2018. In 2022, he participated as a mentor of IATA Board of Governors, in order to incorporate the vision of the CEOs in safety within the aviation. In February 2022, he started as National Counselor of the Coordinating Council of Women Entrepreneurs.
Holger Blankenstein
Executive Vice-President Airline Commercial and Operations
Mr. Blankenstein has served as our Executive Vice President Airline Commercial and Operations since 2018, in charge of the commercial, digital, operations, customer service and maintenance areas of the company. Prior to his current role, Blankenstein served as Chief Commercial Officer from 2009 2017, leading the areas of sales, marketing, planning, itineraries, revenue management and cargo and leading the IT department. Blankenstein has been with the Company since our founding in 2005 and was part of the team that took the Company public in 2013. Before 2005, he was Director of Strategic Development at TACA International Airlines in El Salvador, from 2003 to 2005, where he led many key projects such as the integrated airline systems migration, TACA’s maintenance business growth strategy and the business plan for Volaris. He began his career as a consultant for Bain & Company in 1998 in the Munich office. Blankenstein transferred to the Sydney office in 2000. He was involved with assignments in financial services, automotive and retail industries. Blankenstein holds a B.S. in Business and Economics from Goethe University and a M.B.A. from the University of Iowa.
Jaime Esteban Pous Fernández
Chief Financial Officer
Mr. Pous has served as our Chief Financial Officer since 2021. He previously served as our Interim Chief Financial Officer from June 2020, he joined the Company in 2013 as General Counsel and served as our Chief Legal Officer and Corporate Affairs Senior Vice President from 2016 to 2020. Additionally, he served as Secretary of our Board of Directors from 2018 to 2022 and as Secretary of our Audit and Corporate Governance Committee from 2013 to 2022. Prior to joining us, he worked at Grupo Televisa, where he was Legal Director from 1999 to 2012. Mr. Pous holds a Law Degree from the Instituto Tecnológico Autónomo de México and a LL.M. from The University of Texas at Austin, School of Law.
José Luis Suárez Durán
Chief Operating Officer
Mr. Suárez has served as our Chief Operating Officer since 2015. He joined Volaris in 2006 as Sales Director and served as Retail and Customer Director from 2011 to 2015, where he supervised the airport operations, ramp management, flight attendants and customer solutions. In his current role, he is responsible for flight operations, maintenance, pilots and flight attendants and airport operations. Prior to joining us, Mr. Suárez worked at Sabre Holdings from 1996 to 2006. Mr. Suárez holds a Bachelor’s Degree in Industrial Engineering from the Universidad Iberoamericana, a Degree in Executive Management from IPADE Business School, a M.S. in Industrial Engineering and a M.B.A. from the University of Missouri, Columbia.
José Alejandro de Iturbide Gutiérrez
Chief Legal Officer
Mr. de Iturbide has served as our Vice President Chief Legal Officer since 2021 and as Secretary of our Board of Directors since April 2022. Mr. Iturbide served as General Counsel, Managing Director and Secretary of the Board of Directors of Grupo Financiero Citibanamex, having also served as General Counsel in Mexico at General Electric and Barclays Capital, among others. Mr. Iturbide received and holds a Law Degree from the Universidad Nacional Autónoma de México and an LL.M. from the University of Notre Dame, School of Law (Program in London, England).
Dionisio Pérez-Jácome Friscione
Vice President Sustainability and Corporate Affairs
Dionisio Pérez-Jácome Friscione has served as our Vice President of Sustainability and Corporate Affairs since 2022. Prior to joining Volaris, he served as President of Industrial Proximity Services and as Director of Altor Capital I.S.C. He has held relevant positions in the public sector, such as Secretary of Communications and Transportation and Undersecretary for Budget and Public Expenditure at the Ministry of Finance. He also served as Mexico’s Ambassador in Canada and to the OECD. Mr. Pérez-Jácome holds a Bachelor’s Degree in Economics from the Instituto Tecnológico Autónomo de México (ITAM) and a Master’s Degree in Public Policy from Harvard University.
Jimmy Zadigue
Senior Corporate Audit Services and Risk Assessment Director
Mr. Zadigue has served as our Senior Corporate Audit Services and Risk Assessment Director since 2020. He previously served as our Internal Audit Director from 2011 to 2019. Mr. Zadigue worked as the Internal Audit Director of Sempra Mexico (IEnova), the Director of Operations, Finance and Administration at Swarovski in Mexico and as the Director of Finance and Business Control at Bombardier North America. Mr. Zadigue is also a Chartered Public Accountant in Canada. Mr. Zadigue holds a B.B.A. from HEC-Montreal and a M.S. in Accounting Sciences from the Université du Québec.
Senior Management duties
The Senior Management are obliged, mainly, to: (i) Comply with the agreements of the shareholders meetings and of our Board of Directors; (ii) submit business strategies for approval by the Board of Directors; (iii) submit for approval of the Audit Committee the guidelines of the internal control system; (iv) disseminate relevant information to the public; (v) comply with applicable laws in connection with the repurchase and subsequent acquisitions of shares; (vi) take action with respect to liabilities caused by us; (vii) comply with the applicable legislation regarding the payment of dividends; (viii) adequately maintain the internal accounting and registration control systems and mechanisms, and (ix) establish internal mechanisms and controls that allow verifying that the acts and operations of the Company and legal entities that it controls have adhered to the applicable regulations, as well as follow-up on the results of these mechanisms and internal controls and take the necessary measures where appropriate.
The Senior Management will be responsible for the breach or lack of timely and diligent attention within the scope of their powers, in the terms established in the
applicable legislation and the Company’s By-laws.
Committees
Our Board of Directors is supported by regulated Committees, which analyze specific matters concerning the Company and issue recommendations to the Board.
Audit Committee
This Committee is comprised exclusively of independent directors, with a minimum of three members appointed or removed by the Board of Directors, with exception of the Chairman. In addition, the Chairman of this Committee may not preside over the Board of Directors and is selected based on his experience, ability and professional prestige. The chairman of our Audit Committee was ratified at the Annual Ordinary General Shareholders’
Meeting held on April 21, 2023.
Is responsible for, among other:
- Call shareholders meetings and request the inclusion of matters in the agenda
- Supervise and evaluate our external auditors and analyze their reports (including their opinion of our annual report)
- Analyze and supervise the preparation of our financial statements and make recommendations to the board of directors on their approval
- Inform the board of directors of the status of our internal controls, our internal audit and their adequacy
- Supervise the execution of related party transactions and transactions representing 20% or more of our consolidated assets being undertaken pursuant to applicable law
- Render its opinion to the board of directors regarding transactions with related parties
- Request reports from our executive officers or independent experts whenever it deems appropriate
- Investigate and inform the board of directors of any irregularities that it may encounter
- Receive and analyze recommendations and observations made by the shareholders, members of the board of directors, executive officers or any third party and take the necessary actions
- Supervise compliance by our chief executive officer of instructions provided by our board of directors or shareholders
- Provide an annual report to the board in respect of accounting policies and their sufficiency, adequacy and consistency
- Request opinions from independent third party experts
- Assist our board of directors in the preparation of reports for the annual shareholders’ meeting
- Hire or recommend auditors to shareholders and approve them.
| Audit Committee Members |
|---|
| José Luis Fernández Fernández Chairman |
| Joaquín Alberto Palomo Déneke Member |
| John A. Slowik Member |
| Mr. José Carlos Silva Sanchez-Gavito is the alternate member of the audit committee. |
Corporate Governance Committee
This Committee is comprised exclusively of independent directors, with a minimum of three members appointed or removed by the Board of Directors, with exception of the Chairman. In addition, the Chairman of this Committee may not preside over the Board of Directors and is selected based on his experience, ability and professional prestige. The chairman of our Corporate Governance Committee was appointed at the Annual Ordinary General Shareholders’ Meeting held on April 21, 2023.
Is responsible for, among other:
- Call shareholders’ meetings and request the inclusion of matters in the agenda
- Supervise and report on the performance of our chief executive officer and render opinions to our board of directors regarding his nomination, election, removal, compensation, and related policies
- Supervise and report on the performance of our officers to our board of directors and render opinions to our board of directors regarding their nomination, election, removal, compensation, and related policies
- Submit proposals to the board of directors relating to the nomination or removal of officers within the first two corporate levels
- Propose the remuneration schemes of the first four corporate levels of the Company or those determined by it, for approval of the board of directors
- Assist our board of directors in the preparation of reports for the annual shareholders’ meeting
- Consult with third-party experts in connection with any issues related to compensation, organizational development, and other related matters
- Propose to the board of directors the adoption, modification or termination of any incentive plan for employees of the Company
- Propose to our board of directors the entering into, amendment or termination of any collective bargaining agreements
- Inform our board of directors of relevant labor contingencies
- Provide an annual report to the board in respect of corporate governance and nomination and compensations matters
- Assist our board of directors in the preparation of reports for the annual shareholders’ meeting.
| Corporate Governance Committee Members |
|---|
| Ricardo Maldonado Yañez Chairman |
| Mónica Aspe Bernal Member |
| Harry F. Krensky Member |
Shareholders have the ability to receive a hard copy of the complete audited financial statements free of charge upon request.
No files for selected year.