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- Overview
- Board of Directors
- Management
- Committees
- By-Laws and Policies
- 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 4 alternate directors, 64% of whom —9 proprietary and 2 alternate directors— are independent.
Note: Volaris has three non-regulated committees (Ethics Committee, IT and Transformation Working Group, and Sustainability Committee)
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 and Corporate Governance Committee; by shareholders representing at least 10% of our outstanding capital stock, who may request any of the members of the Board of Directors or the Audit and 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 14 proprietary members; of these, 9 proprietary and 2 alternate directors are independent, 64.29%. In addition, 14.29% of the members are women. The average tenure of Board members is 7.71 years.
- Brian H. Franke Chairman of the Board
- William A. Franke Director
- Harry F. Krensky Director
- Marco Baldocchi Kriete Director
- Enrique Javier Beltranena Mejicano Director
- Alfonso González Migoya 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
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 and Corporate Governance Committee, each one individually: (i)Related party transactions, subject to certain limited exceptions, (ii) the appointment, election and, where appropriate, dismissal of our Chief Executive Officer and their comprehensive compensation and removal, as well as the policies for the appointment and comprehensive compensation of other Senior Management, (iii) our guidelines on internal control and internal audit, including those guidelines of our subsidiaries, (iv) our policies of accounting, (v) our financial statements and those of our subsidiaries, (vi) 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 (vii) the election of external auditors
- 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 and Corporate Governance Committee, and (iv) 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.
In 2021, the Board of Directors met 5 times in ordinary meetings with an attendance of 98.57%. On one occasion it adopted unanimous resolutions taken out of meetings.
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, JetSMART (Chile), APiJET (USA) and Cebu Pacific. 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 consumer 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. He is William A. Franke’s son.
William A. Franke
Director
William A. Franke has served as a member of our board of directors since 2010. He is also a member of the board of directors of Wizz Air Holdings Plc (Hungary). He is currently the managing member of Indigo Partners LLC (since 2002), which is a private equity firm. Mr. Franke is chairman of the board of directors of Frontier, JetSMART (Chile), Lynx Air (Canada) and APiJET (USA) and was the founding chairman of Tiger Airways Holdings (Singapore), a member of the board of directors of Spirit and the chief executive officer and chairman of America West Airlines from 1993 to 2001. He is also a member of the board of directors of Falcon Acquisitions Group, Inc. Mr. Franke holds a B.A. in History from Stanford University and an LL.B. from Stanford Law School. He also holds an honorary doctorate from Northern Arizona University awarded in 2008 and the University of Montana awarded in 2020. He is Brian H. Franke’s father.
Harry F. Krensky
Director
Harry F. Krensky has served as a member of our board of directors since our founding in 2005. He is also a member of the board of directors of Traxion, H+, MasAir, Merited and Kidzania. Mr. Krensky is managing partner of the private equity firms Discovery Americas and Discovery Air. 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. He has been an assistant professor in the subject of international business in NYU Stern Business School and was a member of the Board of Trustees of Colby College. 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.
Marco Baldocchi Kriete
Director
Marco Baldocchi Kriete has served as a member of our board of directors since 2020. He previouslyserved as an interim director from 2019 to 2020 and as an alternate director from 2010 to 2019. He is the chief executive officer of Central American Comercial, S.A. de C.V, a retail company in Latin America. He was a founder member of Transactel Inc. He is currently a member of the board of directors of Aeromantenimiento (MRO Holdings, Inc.). He has previously served on the board of directors of Onelink Holdings, Avianca-Taca and Banco Agricola. 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 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. 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.
Alfonso González Migoya
Independent Director
Alfonso González Migoya has served as a member of our board of directors since 2014. He previously served as Chairman of our board of directors from 2014 to 2020. He is also a member of the board of directors of FEMSA, Coca Cola FEMSA, Bolsa Mexicana de Valores and Business School of the Instituto Tecnologico y de Estudios Superiores de Monterrey, among others. Mr. Gonzalez previously served as chief executive officer and chairman of the board of directors of Grupo Industrial Saltillo, as chief executive officer of Servicios Interpuerto Monterrey and as executive vice president and chief financial officer of Grupo Financiero BBVA Bancomer. He has also held various senior roles in Grupo ALFA. Mr. González holds a B.S. in Electromechanical Engineering from Instituto Tecnologico y de Estudios Superiores de Monterrey and a M.B.A. from Stanford University Graduate School of Business.
José Luis Fernández Fernández
Independent Director
José Luis Fernández Fernández has served as a member of our board of directors and as chairman of our audit and corporate governance committee since 2012. He is also a member of the audit committees of various companies, including Grupo Televisa, S.A.B., Grupo Financiero Banamex and Banco Nacional de México S.A., and an alternate member of the board of directors of Arca Continental, S.A.B. de C.V. Mr. Fernández is a non-managing limited partner at Chevez Ruiz Zamarripa. Mr. Fernández holds a Public Accounting Degree from Universidad Iberoamericana and a certification issued by the Mexican Institute of Public Accountants.
Ricardo Maldonado Yáñez
Independent Director
Ricardo Maldonado Yáñez has served as a member of our board of directors since 2018. He is a partner at Mijares, Angoitia, Cortés y Fuentes, S.C. since 1999. Mr. Maldonado has 25 years of experience providing advice and counseling to Mexican and foreign companies and clients on domestic and cross-border merger and acquisition transactions, joint ventures and strategic alliances. He also represents issuers and financial institutions in public and private debt and equity offerings, and advises clients in the negotiation, structuring and drafting of commercial loans, in complex financings and in infrastructure projects. Mr. Maldonado also focuses part of his practice on corporate governance matters advising family-owned and publicly listed companies. Mr. Maldonado serves as member of the board of directors of Grupo Aeroportuario del Centro Norte (OMA) and ICA Tenedora, S.A. de C.V. He is a member of the National Association of Corporate Directors (NCD) and of the International Corporate Governance Network (ICGN). Mr. Maldonado holds a Law Degree from the Universidad Nacional Autónoma de México, a certificate in Corporate Law from the Instituto Tecnologico Autónomo de México and a LL.M. from University of Chicago Law School.
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 since 2012. He is also a member of the board of directors of Aeroman. 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. He has 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. His extensive experience includes corporate and investment banking, where his activities involved public and private capital raising, structured debt issuance, aircraft leasing, principal investment and mergers and acquisitions advisory work. Mr. Slowik is also a member of the board of directors of Fan Engine Securitization, Ltd. and Turbine USA LLC, private commercial jet engine leasing companies 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, with four landing stations in between, and a terrestrial fiber optic cable system connecting Prudhoe Bay to Fairbanks, Alaska. 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. 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 senior partner at Bain & Company where he has served as a member and chairman of most of the company’s key governance board of directors. Mr. Pace was the founder of the transformation and airline practices at Bain & Company and has led many of the company’s 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 Brigham Young University, 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 as a member of our board of directors since 2017. He previously served as an alternate director from 2010 to 2017. Mr. Donovan serves as Managing Director of Diamond Stream Partners Venture Fund focused on advanced aerial mobility. Mr. Donovan is a member of the board of directors of Prophet Brand Strategy, a marketing consultancy, and was a member of the board of directors of the Metropolitan Bank. 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 and head of Bain’s airline practice and auto practice at various times. He also is a consultant for Stellar Labs, a software company focused on fleet optimization and revenue management in the private aviation space. Mr. Donovan co-founded Casino Marketing Alliance, a provider of marketing and analytics services to the casino industry. Mr. Donovan has served as chief operating officer of Nimblefish Technologies, a specialized micromarketing agency and as chief executive officer of SearchForce, a paid search workflow management and optimization platform. Mr. Donovan holds a B.A. in both Economics and Rhetoric 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 Empresas ICA Tenedora, S.A. de C.V. 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, Grupo Financiero Banorte, Innova, Grupo Axo and Grupo Aeroportuario del Centro Norte (OMA). Ms. Phillips holds a Law Degree 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 Bernal has served as a member of our board of directors since April 2020. She is the Chief Executive Officer of AT&T, Mexico. She previously was Mexico´s ambassador in the OSD. She served as Vice-Minister of Communications of the Ministry of Communications and Transportation. Ms. Aspe holds a Political Science Degree from the Instituto Tecnológico Autónomo de México and a M.A. in Political Science from Columbia University.
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
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Holger Blankenstein Executive Vice-President Airline Commercial and Operations
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Jaime Esteban Pous Fernández Chief Financial Officer
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José Luis Suárez Durán Chief Operating Officer
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José Alejandro de Iturbide Gutiérrez Chief Legal Officer
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Jimmy Zadigue Internal Audit Director
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Enrique Javier Beltranena Mejicano
President and Chief Executive Officer
Mr. Beltranena 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. 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.
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 licenciatura 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).
Jimmy Zadigue
Internal Audit Director
Mr. Zadigue has served as our Internal Audit 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.
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 and Corporate Governance 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 and 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, at the proposal 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 and Corporate Governance Committee was ratified at the Annual Ordinary General Shareholders’
Meeting held on April 26, 2022.
Is responsible for, among other:
- Supervising and evaluating our external auditors and analyzing their reports (including their audit opinion)
- Analyzing and supervising the preparation of our financial statements and making a recommendation to the Board of Directors for their approval
- Informing the Board of Directors of the status of our internal controls and internal audit and their adequacy
- Supervising the execution of related party transactions and transactions representing 20% or more of consolidated assets being undertaken under applicable law
- Requesting reports from our Executive Officers or independent experts whenever it deems appropriate
- Investigating and informing the Board of Directors of any irregularities that it may encounter
- Receiving and analyzing recommendations and observations made by the shareholders, members of the Board of Directors, Executive Officers or any third party and taking necessary action
- Supervising compliance by our Chief Executive Officer with the instructions provided by our board or shareholders
- Providing an annual report to the board in respect of our accounting policies, their sufficiency and adequacy, and consistency
- Rendering opinions to the Board of Directors in connection with the designation, compensation, and removal of our Chief Executive Officer and policies for the description and comprehensive remuneration of other Executive Officers
- Supervising and reporting on the performance of our key officers
- Rendering its opinion to the Board of Directors in connection with a transaction with related parties
- Requesting opinions from independent third-party experts
- Calling Shareholders’ Meetings, and
- Assisting the Board of Directors with the preparation of reports for the annual Shareholders’ Meeting
| Audit and Corporate Governance Committee Members |
|---|
| José Luis Fernández Fernández Chairman |
| Joaquín Alberto Palomo Déneke Member |
| John A. Slowik Member |
Compensation and Nominations Committee
The members are appointed by the Board of Directors, and the General Shareholders’ Meeting may assume such authority. The members of this Committee shall serve for a term of one year unless relieved of their duties and may be re-elected. The current members of this Committee were appointed or ratified by the Annual Ordinary General Shareholders’ Meeting held on April 26, 2022.
The resolutions of this Committee regarding the compensation of the Chief Executive Officer and Senior Management are submitted to the Board of Directors for approval and reported to the Audit and Corporate Governance Committee.
Is responsible for, among other:
- Submitting proposals to the Board of Directors relating to the appointment or removal of officers within the first two corporate levels
- Proposing the creation, amendment, or termination of any incentive plan for officers
- Consulting with third-party experts in connection with any issues related to compensation, organizational development, and other related matters
- Proposing compensation packages for officers within the first four corporate levels
- Proposing to our Board of Directors the entering into, amendment, or termination of any collective bargaining agreements
- Informing our Board of Directors of any material contingencies, and
- Submitting periodic reports to our Board of Directors
| Compensation and Nominations Committee Members |
|---|
| Marco Baldocchi Kriete Chairman |
| Brian Franke Member |
| Harry F. Krensky Member |
Volaris has three non-regulated committees that report their recommendations to the Audit and Corporate Governance Committee, which in turn reports to the Board of Directors. Volaris’ non-regulated committees are as follows:
Ethics Committee
This committee meets monthly.
Is responsible for, among other:
- Supervise compliance with the Volaris Code of Ethics, resolving any conflicts that may arise through effective and timely decision-making
- Promote a culture of ethics within the organization, as well as periodically
review and update the standards of good business practices and conduct - Ensure that all reports of deviations and non-compliance with regulations are received and addressed through the means indicated in the Ethics Line
- Evaluate controversies, conflicts and breaches related to the Code of Ethics
- Propose sanctions and action plans in cases related to breaches of the Code of Ethics
- Review operating guidelines to ensure compliance and adherence to the Code of Ethics
- Oversee the existence and execution of a training plan on the culture of ethics for all Ambassadors
The Ethics Committee comprises of the President, Chief Executive Officer and Director, the Chief Legal Officer, the Corporate Affairs Vice-President, the Human Resources Director, the Internal Audit Director, the Corporate Controller and Compliance Director, and the Organizational Development Director.
IT and Transformation Working Group
This working group meets quarterly.
Is responsible for, among other:
- Observe and discuss trends in cybersecurity and data protection issues worldwide
- Analyze the different threats, both historical and current, and the measures that have been taken to address them
- Observe and discuss the cybersecurity and data protection strategy that has been implemented, as well as the next evolutionary steps of the strategy
- In coordination with the internal audit department, provide certainty to the Audit and Corporate Governance Committee regarding the measures that have been taken in terms of cybersecurity, data protection and the Company’s cyber incident recovery capabilities, as well as inform them of the evolutionary strategy of protection in this matter
The IT and Transformation Working Group is comprised by William Dean Donovan, Andrew Broderick, Joaquín Palomo Deneke, Jonathan Murray (external advisor), with support of the Chief Executive Officer, the Executive Vice-President Airline Commercial and Operations, the Chief Financial Officer, the Chief Legal Officer, the Chief Operating Officer, the Corporate Controller and Compliance
Director, the Technology and Corporate Transformation Senior Director, the Information Security and IT Internal Control Manager, and the IT Security Manager.
Sustainability Committee
This Committee meets every quarter.
Is responsible for, among other:
- Ensure the implementation of the sustainable business strategy approved by the Board of Directors
- Keep the Company’s management team informed in the recommendation of relevant decisions about ESG issues
- Integrate sustainability into Volaris’ business strategy, seeking to make it transversal to all business and support areas
- Recommend decision-making, with the information provided by the ESG Working Group, that favors the Company’s sustainability strategy and agrees on ESG goals for the future
- Inform the Audit and Corporate Governance Committee of its recommendations on sustainability, which intern reports to the Board of Directors
The Sustainability Committee comprises of the President, Chief Executive Officer, and Director, the Executive Vice-President Airline Commercial and Operations, the Chief Financial Officer, the Chief Operating Officer, the Chief Legal Officer, and the Corporate Affairs Vice-President. The Sustainability Committee reports to the Audit and Corporate Governance Committee, which in turn reports to the Board of Directors on the most relevant aspects of the Company’s sustainability for its knowledge and approval.
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