Transcription
GRUMA, S.A.B. DE C.V.BEST CORPORATE PRACTICES QUESTIONNAIREThe following is an English translation of the questionnaire, that was submitted to the MexicanStock Exchange, or Bolsa Mexicana de Valores, on June 25, 2014 in accordance with the Code ofBest Corporate Practices (the ''Code''). The Code contains suggested guidelines for the corporategovernance of Mexican companies.
BEST CORPORATE PRACTICES CODEGRUMA, S.A.B. DE C.V.QUESTIONNAIRE TO EVALUATE CONFORMITY TOTHE BEST CORPORATE PRACTICES CODE BY ISSUER COMPANIES6.1 Information and Agenda of the Shareholders’Meeting.1.2.3.4.5.Does the Agenda avoid grouping mattersconcerning different subjects? (Best Practice 1)Is the “Miscellaneous Affairs” item avoided inthe Agenda? (Best Practice 1)Is the information over each point of the Agendaavailable at least 15 calendar days prior to thedate of the Meeting? (Best Practice 2)Is there a questionnaire containing detailedinformation and possible voting alternatives, withwhich the shareholders may instruct theirrepresentatives on how to cast theircorresponding votes on each point of theAgenda? (Best Practice 3)Within the information given to the shareholders:a) Is the proposal for the integration of theBoard of Directors included? (Best Practice4)b) Is the professional profile of the candidatesfor the Board of Directors included, in orderto evaluate their category and, in its case,their independence? (Best Practice 4)YesXXXXXXNoComments
6.2Information and Communication Betweenthe Board of Directors and the Shareholders.6.Does the Board of Directors in its Annual Reportto the Shareholders’ Meeting include relevantaspects of the work of the intermediate body orbodies that perform the duties of: (Best Practice 5)a). Audit***b). Evaluation and CompensationYes7.8.9.CommentsXTo perform the function of evaluation andcompensation, the Board of Directors issupported by the Audit and CorporateGovernance Committees.To perform its finance and planningfunction, the Board of Directors is notsupported by a dedicated intermediate body.Therefore these tasks are performed by theExecutive Committee, the Audit Committeeand the Corporate Finance and Planningdepartment.Xc). Finance and Planningd) Corporate Governance***e). Others (describe)Are the reports rendered by each of theintermediate bodies or committees to the Board ofDirectors available to the shareholders togetherwith the material for the shareholders’ meeting,excluding such information that must be keptconfidential? (Best Practice 5)Does the “Annual Report” rendered to theShareholders’ Meeting include the names of themembers of each intermediate body? (BestPractice 5)Does the company have the necessarycommunication mechanisms that allow it toproperly maintain informed the shareholders andinvestors in general? (Best Practice 6) If yes,detail which, and if no explain why.a) Detail and/or ExplainNoXXXXXE-mail, EMISNET, SIV, press releases, updating of thewebsite of the Company, conference call with theCorporate Finance and Planning department and InvestorRelations, response to calls by the Investor Relationsdepartment.*** Mandatory duty to the companies that trade shares in the stock market, which they can carry out jointly withother duties or in just one committee.7. Board of Directors (file or link)The daily operation of a company is the responsibility of the Chief Executive Officer and its management team,while the job of determining the strategic vision, supervising the operation and approving the management is theresponsibility of the Board of Directors.To facilitate its duties, the Board may rely in one or more intermediate bodies, generally called committees, whichare dedicated to analyze information and propose actions in specific subjects relevant to the Board, in order for themto have more information to make the decision making more efficient. Additionally, it must secure that clear rulesexist in respect to the integration and operation of the Board and its intermediate bodies.
7.1 Duties of the Board of Directors10.Does the Board of Directors carry out any of thefollowing activities? (Best Practice 7)a). Defines the strategic visionb). Supervises the operation of the companyc) Approves the management’s performance.d). Appoints the Chief Executive Officer andany other senior officers of the companye). Evaluates and approves the performance ofthe CEO and of the senior officers of thecompanyf). Makes sure that all shareholders:i.Are treated equallyii.Their interests are protectediii.They have access to the company’sinformation.g) Secures the creation of value for theshareholders as well as the sustainability andthe permanence in time of the companyh). The responsible disclosure ofinformation.iii.The ethical management of business.i). Promotes managing transparencyj). Promotes the establishment of internalcontrol mechanismsk). Promotes the establishment of mechanismsto ensure the quality of the informationl). Establishes policies for transactions withrelated partiesm). Approves transactions with related partiesn). Secures the establishment of mechanismsfor:i.Identification of risks;ii.Analysis of risks;iii.Administration of risks;iv.Risk Control;v.Adequate disclosure of risks.o) Promotes the establishment of a formal planof succession for:i.The Chief Executive Officer;ii.Senior Officersp). Promotes that the company be sociallyresponsible. The way(s) it is promoted that thecompany be socially responsible is (are):YesNoXXXXCommentsThe Board of Directors does not appointother senior officers, rather it establishespolicies for their appointment.XXXXXXXXXXXXXXXXXXXXThe company has no formal successionsystem to this date but is currently workingon establishing such system.The company has no formal successionsystem to this date but is currently workingon establishing such system.
i.Actions with the community;Xii.Changes in the mission andvision;Changes in the business interestedq). Promotes that the company declares itsethical business principles. The way(s) in whichethical business principles are promoted is(are):i.Ethics Code;ii.Broadcast and application of theCode, internally and externally;iii.Complaint mechanism for faults tothe XThe Board of Directors supports the altruistparticipation of the company through itsvarious non-profit organizations such asFundación Gruma, A.C., Gruma Foundation,Patronato para el Fomento Educativo andAsistencial de Cerralvo, A.B.P.By publishing the Code of Ethics of thecompany.XXXX
Yes11.r). Promotes that the company considersinterested parties in its decision-making. Theway(s) in which interested parties areconsidered is (are):i.Responsible conduct of business.ii.Sustainability programs.iii.Others:s). Promotes the disclosure of faults to theEthics Code and the protection ofwhistleblowers. The way(s) in which thedisclosure of unlawful acts and the protection ofwhistleblowers are promoted is (are):i.Broadcast of the Ethics Code.ii.Special telephone line and/or webpage.iii.Other:t) Does it make sure that the company has thenecessary mechanisms which allow to verifythat it complies with the different legaldispositions that are applicable to it?With the purpose of the lines of authority andresponsibility being transparent, the activities ofthe Chief Executive Office are separated fromthe activities of the Board of Directors. (BestPractice 8)7.2 Integration of the Board of Directors12. What is the number of proprietary Directors thatform part of the Board of Directors?(Best Practice 9, MSML)***13. What is the number of Alternate Directors thatform part of the Board of Directors?. (BestPractice 10)14. If there are alternate directors, indicate if:a) Does each Proprietary suggest who willbe its Alternate? (Best Practice 10)b) Does each Independent ProprietaryDirectors have an Alternate Directorwho is also Independent? (Best Practice12)15. Is there a communication process establishedbetween the proprietary director and its Alternate,allowing them an effective participation? (BestPractice 10)NoCommentsXXXXXXYesNo1212XXXComments
Yes16.17.18.19.20.21.Do independent directors, upon theirappointment, deliver to the Chairman of theMeeting a compliance Statement regarding theindependence requirements? (Best Practice 11)Do independent directors represent at least 25%of all Directors? (Best Practice 12. BCPC)From the total of the members of the Board ofDirectors, how many are: (Best Practice 12)a) Independent (That who meets theindependence requirements).b) Shareholder. (Shareholders that do notbelong to the management team, even whenthey belong to the controlling group of thecompany).c) Independent Shareholders. (Shareholders thatdo exercise relevant influence, not controlpower, nor are linked to the management teamof the company).d) Related. (That director that is only anofficer).e) Related Shareholder (Those shareholders thatare also part of the management team).Are independent and shareholder directorscombined at least 60% of the members of theBoard of Directors? (Best Practice 13)Does the “Annual Report to the Shareholders’Meeting”, submitted by the Board of Directorsindicate the category of each director? (BestPractice 14)Does in the Annual Report submitted by theBoard of Directors indicate: (Best Practice 14)a) The category of each directorb) The professional activity of each of thedirectors.NoXCommentsX60024XXXX*** The companies that trade their shares in the stock market may have a maximum of 21 directors.
7.3 Structure of the Board of Directors.For the compliance of their duties, the Board ofDirectors may create one or several committees tosupport it. In each of the following duties, inComments, it shall be indicated what body carries itout, or in its case, explain why it is not carried out.(Best Practice 15)22.For the purpose of taking more informeddecisions, indicate which duties are performedby the Board of Directors. (Best Practice 16)a). Audit***b). Evaluation and Compensationc). Finance and Planningd) Corporate Governance ***e). Others (elaborate)23.Indicate which committee or intermediatebody performs each one of the followingactivitiesa). Audit***b). Evaluation and Compensationc). Finance and Planningd) Corporate Governance***e). Others (elaborate)YesNoXXXXSee 6(b)See 6(c)24.Are the intermediate bodies integrated solelyby proprietary independent directors? (BestPractice 16)25.Are each of the intermediate bodies composedby a minimum of three and a maximum of 7members? Indicate the number of independentdirectors therein. (Best Practice 16)X26.How often do intermediate bodies inform theiractivities to the Board of Directors? (BestPractice 16)a) Audit***b) Evaluation and Compensationc) Finances and Planningd) Corporate Governance ***e) Others (elaborate)Does the chairman of each intermediate bodyinvite company officers whose responsibilitiesare related to the duties of said intermediatebody to their meetings? (Best Practice 16)Does each one of the independent directorsparticipate in an intermediate body? (BestPractice 16)If the answer to the previous question is NO,explain why.Quarterly27.28.29.CommentsXAudit CommitteeSee 6(b)See 6(c)Corporate Governance CommitteeExecutive Committee to strengthen the linkbetween the Board of Directors and thecompany’s management for the decisionmaking process.The Audit and Corporate GovernanceCommittees are integrated by proprietaryindependent directors, pursuant to theprovisions of the Mexican Securities Law.Nevertheless, the Executive Committee isintegrated by proprietary related directors.According to the provisions of the MexicanSecurities Law, all members of the Auditand Corporate Governance Committees areindependent. Nevertheless, all the membersof the Executive Committee are relateddirectors.ComboComboComboComboXXThe Audit and Corporate GovernanceCommittees are integrated by three
directors and the Executive Committee isintegrated by four directors.30.Is the intermediate body in charge of the auditXduty presided by an independent director withknowledge and experience in accounting andfinancial matters? (Best Practice 16)31.If the answer to the previous question is NO,explain why.***Required duty for companies that trade shares in the stock market, which can be performed jointly with otherduties or in just one committee.
7.4 Operations of the Board of Directors32.How many meetings did the Board of Directorshold during the year? (Best Practice 17)33.If the answer to the previous question is lessthan 4 explain why:a) The information is not on time.b) By custom.c) It is not given the importance.d) Other (elaborate):34.Are there any mechanisms through which bythe agreement of 25% of the Directors or theChairman of an intermediate body a meeting ofthe Board of Directors can be called? (BestPractice 18)35.If the answer to the previous question is YES,please describe such mechanisms.36.37.38.39.How many days in advance do the members ofthe Board have the relevant and necessaryinformation available for decision taking,according to the Agenda contained in the call?(Best Practice 19)Is there any mechanism to ensure that theDirectors can evaluate strategic matters thatrequire confidentiality? Even though they donot receive the necessary information at leastfive days prior to the meeting as it isestablished in the Code dealing with nonconfidential matters (Best Practice 19)If the answer to the foregoing question is YES,choose which is or are the mechanisms.a) Via telephone.b) E-mailc) Intranetd) Printed documente) Other (detail)When the directors are appointed for the firsttime, do they receive the necessary informationfor them to be updated in company matters inorder to comply with their new responsibility?(Best Practice 20)YesNoComments4XBoth the law and the bylaws of thecompany allow these persons to call ameeting of the Board of Directors5XXXThe bylaws of the company allow boardmembers to adopt unanimous resolutions inlieu of a Board Meeting.X
7.5 Responsibilities of the Directors40.Is each one of the members of the Board giventhe necessary information, in respect to theduties, responsibilities and authorities involvedin being a member of the Board of Directors ofthe company? (Best Practice 21)41.Do directors communicate the Chairman andother members of the Board of Directors anysituation in which a conflict of interest exists,or may arise, abstaining to participate in thecorresponding deliberation? (Best Practice 22)42.Do directors use the assets or services of thecompany exclusively to comply with thecorporate purpose? (Best Practice 22)43.In its case, are there any clear policies definedallowing, in exceptional cases, to use saidassets for personal matters? (Best Practice 22)44.Do Directors dedicate to their duties thenecessary time and attention, attending at least70 percent of the meetings to which they arecalled? (Best Practice 22)45.Is there any mechanism to ensure that thedirectors keep strict confidentiality over allinformation received due to the performance oftheir duties, especially over their ownparticipation and the participation of otherdirectors in the deliberations taken place at themeetings of the Board of Directors? (BestPractice 22)46.If the answer to the previous question is YES,please explain the mechanism.a) Confidentiality agreementb) Exercise of their fiduciary dutiesc) Others (detail)47.48.49.Do proprietary directors, and if applicable,their alternate directors, keep each otherinformed of the matters discussed in themeetings of the Board of Directors to whichthey attend? (Best Practice 22)Do proprietary members, and if applicabletheir respective alternates, aid the Board ofDirectors with opinions and recommendationsderiving from the analysis of the performanceof the company, with the purpose that adopteddecisions are duly sustained? (Best Practice22)Is there any mechanism for the evaluation ofthe performance and fulfillment of theresponsibilities and fiduciary duties of theDirectors? (Best Practice 22)YesXNoCommentsXXXXExcept for few exceptions due to priorunavoidable commitments, the majority ofthe Board Members attend an average of atleast three meetings a year.XXBoard members are not authorized todisclose confidential information nor anyother information that could affect thecompany.XXX
8. Audit Duty. (file or link)NOTE: In comments, indicate if the duty is carried out by an intermediate body or it is shared mention thename of the intermediate body and other duties it carries out.***The companies that trade shares in the stock market carry out these recommendations in the duty of CorporateGovernance.8.1 Generic Duties50.Does the intermediate body performing theaudit duties carry out the following activities?(Best Practice 23)a). Recommends the Board of Directors:i.The candidates to be thecompany’s external auditorsii.The hiring conditionsiii.The scope of their professionalworkb) Recommends the board of directors theapproval of services performed in addition tothose of the external audit.c). Supervises the compliance of the externalauditors’ professional work.d). Evaluates the performance of the entityrendering the external audit services.e). Analyzes the opinions, reports orinformation rendered by the external auditor.i.Rulingii.Opinionsiii.Reportsiv.Briefsf). Meets at least once a year with the externalauditor without the presence of the company’sofficers.g). Is the communication channel between theBoard of Directors and the external auditors.h). Ensures the independence and objectivityof the external auditors.i). Reviews:i.Work programsii.Observation Lettersiii.Internal audit reportsj). Meets periodically with the internal auditorswithout the presence of the company’s officersto hear:i.Work Programs.ii.Comments and observations inthe advancement of their work.iii.Others:k). Renders its opinion to the Board ofDirectors over the policies and criteria used inthe preparation of the financial information, aswell as the process for its release.YesXXXXXXXXXXXXXXXXXXXNoComments
l). Contributes to the definition of the generalinternal control guidelines of the internal auditand evaluates such guidelines’ effectiveness.m). Verifies the observation of all mechanismsestablished for the control of the risks to whichthe company is subject.n). Coordinates the duties of the external andinternal auditors and of the examiner.o). Verifies the existence of the necessarymechanisms to ensure that the companycomplies with all provisions to which thecompany is subject.p). How often does it make a review to informthe Board of Directors about the legal situationof the company.q) Contributes to the establishment of policiesfor the transactions with related parties. ***r) Analyzes and evaluates the transactions withrelated parties to recommend its approval tothe Board of Directors. ***s) Decides the hiring of third party experts torender an opinion over the transactions madewith related parties or over any other matter,that allows the due compliance of its tasks.***t) Verifies compliance with the Code ofBusiness Ethics.u) Verifies compliance of the mechanisms fordisclosure of unlawful deeds and theprotection of whistleblowers.v) Assists the Board of Directors in theanalysis of contingency plans and informationrecovery.XXXSince this is a publicly listed company, thecompany has no Examiner.XAnnuallyXXXXXX8.2 Selection of AuditorsYesNoComments51.Does it abstain from hiring those firms whichXfees paid for external audit and other additionalservices rendered to the company representmore than 10 percent of the firm’s totalincome? (Best Practice 24)52.Rotation:Xa) Is the firm partner who audits the financialstatements changed at least every five years?(Best Practice 25)b) Is the working team that audits the financialXstatements changes at least very five years?(Best Practice 25)53.Is the person signing the audit report to theXSince this is a publicly listed company, theannual financial statements of the companycompany has no Examiner.different from the one serving as Examiner?(Best Practice 26)***54Is the profile of the Examiner disclosed in theXSince this is a publicly listed company, theannual report presented by the Board ofcompany has no Examiner.Directors to the Shareholders’ Meeting? (BestPractice 27)***Note***: This Practice 26, does not apply to publicly listed corporations which shares are traded in the stock market.
8.3 Financial Information55.Does the intermediate body performing theaudit duty assist the Board of Directors with anopinion so it can take actions upon reliablefinancial information? (Best Practice 28)56.Said financial information is signed by: (BestPractice 28)a) The Chief Executive Officerb) The officer responsible of itsoperation.57.Does the company have an internal audit area?(Best Practice 29).58.If the answer to the previous question is YES,please identify if its general guidelines andwork plans are approved by the board ofdirectors. (Best Practice 29).59.Does the intermediate body performing theaudit duty render a previous opinion to theBoard of Directors for the approval of theaccounting policies and criteria used for thepreparation of the company’s financialinformation? (Best Practice 30)60.Does the intermediate body performing theaudit duty render an opinion to the Board ofDirectors for the approval of any amendmentsto the accounting policies and criteriaaccording to which the company’s financialstatements are prepared? (Best Practice 31)61.Does the Board of Directors approve, with theprevious opinion of the committee performingthe audit duties, the necessary mechanisms toensure the quality of the financial informationbeing presented before said Board? (BestPractice 32)62.In case that the financial informationcorresponds to the intermediate periods duringthe business year, does the committeeperforming the audit duties supervise that it isprepared with the same policies, criteria andpractices with which the annual information isprepared? (Best Practice 32)YesXXXXXXXXXNoComments
8.4 Internal Control63.Are the general internal control guidelines and,if applicable, the reviews done to the same,submitted to the approval of the Board ofDirectors after obtaining the opinion of theintermediate body performing the audit duty?(Best Practice 33, BCPC)64.Is there support for the Board of Directors to:(Best Practice 34)a) Secure the effectiveness of internalcontrolb) Secure the process to release financialinformation?65.Do internal and external auditors: (BestPractice 35)a) Evaluate, in accordance to theirregularworkprogram,theeffectiveness of the internal control, aswell as the process to release financialinformation?b) The results from the letter of situationsto be informed are commented withthem?YesX67.68.CommentsXXXX8.5 Related Parties66.NoDoes the intermediate body in charge of the auditduty assist the Board of Directors in: (Best Practice36)***a) The establishment of policies to carry outtransactions with related parties.b) The analysis of the approval process to carry outtransactions with related parties.c) The analysis of the hiring conditions to carry outtransactions with related parties.Does the intermediate body in charge of the auditduty assist the Board of Directors in the analysis ofthe proposals to carry out operations with relatedparties out of the normal course of business of thecompany? (Best Practice 37)***Are operations with related parties out of the normalcourse of business of the company representing morethan 10% of the consolidated assets of the companypresented to the approval of the Shareholders’Meeting? (Best Practice 37)***YesNoCommentsXXXXXNote***: Companies that trade shares in the stock market carry out these recommendations in the duty ofCorporate Governance.
8.6 Compliance Review69.Does the intermediate body in charge of theaudit duty secure the existence of mechanismsthat allow to determine if the company dulycomplies with the legal provisions applicable toit? (Best Practice 38)70.If the answer to the foregoing question is YES,select the mechanisms.a) Legal auditb) Pending legal matters reportsc) Others (detail):71.Is the legal situation of the company reviewedat least once a year and is such reviewinformed to the Board of Directors? (BestPractice 38)YesXNoCommentsThe General Counsel submits an annual report to the AuditCommittee regarding the legal situation of the company,same which is audited by the external auditor during theprocess of certification of internal controls of the company.X
9.0 Evaluation and Compensation Duty. (file or link)NOTE: In comments, indicate if the Evaluation and Compensation duty is attended by an specificintermediate body, or if it is shared, mention the name of the intermediate body and other duties it carries out.***: The companies that trade shares in the stock market carry out these recommendations in the CorporateGovernance duty.9.172.73.Generic DutiesDoes the intermediate body in charge of thecompensation and evaluation duty present tothe approval of Board of Directors any of thefollowing? (Best Practice 39)a) The criteria used to appoint or remove theChief Executive Officer and other seniorofficers; ***b) The criteria used to evaluate and compensatethe Chief Executive Officer and seniorofficers;***c) The criteria used to determine the severancepayments of the Chief Executive Officer andother senior officers.d) The criteria used to compensate directors;Yese) The proposal of the Chief Executive Officerregarding the structure and criteria forpersonnel compensation;f) The proposal to declare the company asocially responsible entity;g) The Business Ethics Code of the company;Xh) The information system for unlawful deedsand protection of whistleblowers;i) The formal succession system for the ChiefExecutive Officer and senior officers andverification of compliance.Do the Chief Executive Officer and seniorofficers refrain from participating in thedeliberation of matters regarding questions 72,a), b) and c) with the purpose of preventing apossible conflict of interest? (Best Practice 40)XNoCommentsXXXXXXXXThis function is carried out by theShareholders’ Meeting since it falls into thescope of said body.This function is performed by the CorporateGovernance Committee, but only in respectto the CEO and senior officers.This is made through the Chairman of theBoard.This function is performed by the AuditCommittee.This function is performed by the AuditCommittee.The company has no formal successionsystem to this date but is currently workingon establishing such system.
9.2 Operational Features74.For the determination of compensation for theChief Executive Officer and senior officers,are matters related with their duties, scope ofobjectives and performance evaluationsconsidered? (Best Practice 41)75.In the annual report presented by the Board ofDirectors to the Shareholders’ Meeting, are thepolicies used in, and the components that formthe compensation packages of the ChiefExecutive Officer and senior officersdisclosed? (Best Practice 42)76.Does the intermediate body in charge of thecompensation and evaluation duties assist theBoard of Directors by previously reviewing thehiring conditions of the Chief ExecutiveOfficer and senior officers in order to ensurethat their severance payments conform to theguidelines approved by the Board ofDirectors? (Best Practice 43)77.With the purpose of ensuring a stablesuccession procedure, is there a formal plan ofsuccession for the Chief Executive Officer andsenior officers of the company? (Best Practice44)78.If the answer to the foregoing question is NO,please explain why or choose one of thefollowing reasons:a) Thecompanyisofrecentorganization.b) The officers are young.c) The officers were hired recently.d) It is not an important subject.e) Others: (detail)YesXNoCommentsXThe annual report presented before the stockmarket authorities in Mexico includes theglobal amount of compensation paid toSenior Officers and Directors.This function is performed by the company’smanagement.XXThe company has no formal successionsystem to this date but is currently workingon establishing such system.No formal plan has been developed to this date.10.0 Finance and Planning Duty.NOTE: In comments indicate if the duty of Finance and Planning is attended by a specificintermediary body or, if it is shared, mention the name of the intermediate body and otherduties it carries out.10.1 Generic Duties79.Does the intermediate body in charge of thefinance and planning duty perform thefollowing activities? (Best Practice 45)a) Studies and proposes to the Board ofDirectors the strategic view of the company tosecure its sustainability and its permanence intime.b) Analyses and proposes general guidelinesfor the determination of the strategic plan ofthe company.c) Evaluates and renders an opinion on theinvestment and financing policies of thecompany proposed by the Chief ExecutiveYesNoCommentsXThis function is performed through the AuditCommittee and the Corporate Finance andPlanning Area.XThis function is performed by the AuditCommittee.XThis function is performed by the AuditCommittee.
Office.d) Reviews the annual budget’s foundationsand follows up on its application as well astheir control system. (Best Practice 49).e) Evaluates the mechanisms presented by thechief executive office for the identification,analysis, management and control of risks towhich the company is subject (Best Practice50).f) Evaluates the criteria presented by the ChiefExecutive Officer for the risks evaluations towhich the company is subject. (Best Practice50)XThis function is performed by the AuditCommittee.XThis function is performed by the AuditCommittee.XThis function is performed by the AuditCommittee.
10.2 Operational Features80.Does the intermediate body in charge of thefinance and planning duty support the Board ofDirectors to dedicate
GRUMA, S.A.B. DE C.V. BEST CORPORATE PRACTICES QUESTIONNAIRE The following is an English translation of the questionnaire, that was submitted to the Mexican Stock Exchange, or Bolsa Mexicana de Valores, on June 25, 2014 in accordance with the Code of Best Corporate Practices (the ''Code''). The Code contains suggested guidelines for the corporate
