BMV Group

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Corporate Structure

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Contact
Roberto Gavaldon Arbide (5255) 5342-9644
info@grupobmv.com.mx

As a part of a corporate management and control philosophy based on the existence of collective bodies and management positions that participate in a more informed management and decision-making, the Mexican Stock Exchange has established the following intermediate bodies of the Board of Directors, which serve as a support for the performance of its activities in the securities market.

  • AUDITING COMMITTEE

    The Audit Committee is a body of the Board of Directors entrusted with the performance of duties in auditing matters referred to in the Securities Market Law and with the coordination of activities for the correct evaluation of risks of the Corporation and of the corporations it controls, in cooperation with internal auditing, the involved areas and, as the case may be, with the support of external advisors.

    The main powers of the Audit Committee are as follows:

    • Give its opinion to the Board of Directors of the Corporation on the matters within its competence, according to the Securities Market Law and the general provisions emanating therefrom;
    • Evaluate the performance of the corporation that provides the external audit services and to analyze the report, opinions, advices or information prepared and subscribed by the external auditor;
    • Discuss the financial statements of the Corporation with the persons responsible for their preparation and review and, on this basis, to recommend or not their approval to the Board of Directors;
    • Inform the Board itself of the prevailing situation of the internal control and internal auditing system of the Corporation or of the corporations controlled by it, including the irregularities, if any, that it may detect;
    • Request the opinion of independent experts in those cases it may deem convenient for the proper performance of its duties or when required in accordance with the aforesaid Law or provisions of a general nature;
    • Request from the relevant managers and other employees of the Corporation or of the corporations controlled by the latter, reports related to the preparation of the financial information and any kind of reports that it may deem necessary for the exercise of its duties;
    • Investigate probable non-compliances of which it may be aware about the operations, guidelines and operating policies, internal control and internal auditing system and accounting records, either of the Corporation itself or of the corporations under its control, for which purpose it must conduct an examination of the documentation, records and other supporting evidences, to the degree and extent that may be necessary to carry out said surveillance; and
    • Oversee that the Chief Executive Officer fulfills the resolutions of the Shareholders’ Meetings and of the Board of Directors of the Corporation, according to the relevant instructions that the Shareholders’ Meeting itself or the above-mentioned Board may issue.
  • CORPORATE PRACTICES COMMITTEE

    The Corporate Practice Committee is a body of the Board of Directors assigned to perform the activities in matters of corporate practices established by the Securities Market Law. It will also analyze and evaluate any transactions in which the Corporation may have a conflict of interest.

    The Corporate Practice Committee also has the following powers:

    • Approve, as the case may be, the compensation of the Chairman of the Board of Directors of the Corporation and the compensation scheme of the Chief Executive Officer and the Deputy Chief Executive Officer, on the understanding that the duty to approve the overall remuneration of the Chief Executive Officer of the Corporation, as well as the policies for the appointment and overall remuneration of the other relevant managers must be approved by the Board of Directors, with the prior opinion of the Corporate Practice Committee;
    • Determine the compensation policies that the Corporation must keep in its organizational structure, based on the market situation;
    • Evaluate from time to time the Chief Executive Officer and other relevant managers;
    • Carry out consultations that, as the case may be, must be done with third independent experts, so as to make any decisions that may be required; and
    • Submit to the Board of Directors and the Shareholders' Meeting a report regarding its activities in matters of compensations, at least annually, when requested to it or when in its opinion these need to be informed to the Board and the Shareholders' Meeting.
  • MEMBERSHIP COMMITTEE

    The Member Admission Committee is a delegated body of the Board of Directors whose purpose is to evaluate and, as the case may be, approve the admission of any financial intermediary intending to operate through the trading systems of the Corporation under the terms contemplated by the Securities Market Law.

    The Member Admission Committee is mainly entrusted with the following attributions:

    • Resolve on the admission of new members;
    • Conduct consultations that, as the case may be, must be done with independent third-party experts, so as to make any decisions that may be required; and
    • Submit to the Board of Directors and the Shareholders' Meeting a report regarding its activities, at least annually, when requested to it or when, in its opinion, these need to be made known to the Board and the Shareholders' Meeting.
  • ISSUERS SECURITIES LISTING COMMITTEE

    The Issuers’ Securities Listing Committee (formerly, Securities Registration Committee) is a delegated body of the Board of Directors whose purpose is to evaluate and, as the case may be, approve the admission and listing of securities of issuers in the Corporation, under the terms contemplated in the Securities Market Law.

    The Securities Listing Committee has the following main attributions:

    • Review and resolve on the listing requests that may be submitted to the Corporation on various securities;
    • Request through the Corporation, to the issuer or to the underwriting firm, any additional information that it may require to have sufficient elements to adequately resolve on the appropriateness of the listing of an issuer’s securities;
    • Carry out the consultations that, as the case may be, must be done with independent third-party experts, so as to make any decisions that may be required; and
    • Submit to the Board of Directors and the Shareholders’ Meeting a report of its activities, at least annually, when requested to it or when, in its opinion, these need to be made known to the Board and the Shareholders’ Meeting.
  • Surveillance Committee

    The Surveillance Committee is a delegated body of the Board of Directors whose purpose consists of coordinating the market surveillance duties in charge of the Corporation, including the integration and investigation of cases of alleged violations of the self-regulatory rules that the Corporation may issue, of the provisions of its Internal Regulations and other ordinances of the Mexican Stock Exchange, committed by the persons obligated pursuant to said provisions.

    The Surveillance Committee has the following main attributions:

    • Coordinate the activities of the Surveillance Director;
    • Conduct the consultations that, as the case may be, must be done with independent third-party experts, so as to make any decisions that may be required; and
    • Submit to the Board of Directors and, as the case may be, to the Shareholders' Meeting a report regarding its activities, at least annually, when requested to it or when in its opinion these need to be made known to the Board and the Shareholders’ Meeting;
    • Submit to the Disciplinary Committee of the Corporation an opinion together with the conclusions it may reach due to the investigations it may carry out; and
    • Cooperate, upon request of the Disciplinary Committee and within the scope of its respective competences, in any matter derived from the investigation on the alleged violations of the Rules and Ordinances issued by the Corporation.
  • Disciplinary Committee

    The Disciplinary Committee is a delegated body of the Board of Directors for the exercise of its disciplinary powers and, therefore, to deal with and resolve on the cases of alleged violations to the Self-Regulatory Rules issued by the Corporation, of the provisions of its Internal Regulations and other ordinances of the Mexican Stock Exchange, committed by the persons obligated in accordance with said provisions and to impose the relevant penalties, if applicable.

    The Disciplinary Committee has its main powers:

    • Deal with and resolve on the cases of alleged violations of the Self-Regulatory Rules that the Corporation may issue, of the provisions of its Internal Regulations and other ordinances issued by the Mexican Stock Exchange, according to the procedures that may be established in said Regulations;
    • Impose the penalties that may be applicable according to the Internal Regulations governing the Mexican Stock Exchange, regarding the matters referred to in spa (i) above;
    • Deal with the cases that may be submitted to its consideration, according to the disciplinary procedure that may be established in the Self-Regulatory Rules or in the Internal Regulations of the Mexican Stock Exchange;
    • Consider the excuses and objections of the members of the Disciplinary Committee;
    • Issue general criteria, guidelines and manuals related to the activities of this Committee;
    • Cooperate, upon request of the Surveillance Committee and within the scope of its respective competences, in any matter derived from the investigation of alleged violations of the Rules and Ordinances referred to in subparagraph (i) above;
    • Request the appearance of the Surveillance Director, when it may deem it necessary; and
    • Propose to the Regulatory Committee the issuance, amendment or repeal of Self-Regulatory Rules issued by the Corporation, of its Internal Regulations and other ordinances that may be issued by the Mexican Stock Exchange in the exercise of its self-regulatory powers.
  • Regulatory Committee

    The Regulatory Committee is a body of the Board of Directors assigned to exercise its regulatory powers and, therefore, to establish and keep up-to-date a self-regulatory normative framework.

    The Regulatory Committee has the following main powers:

    • Develop, promote and maintain a normative framework with a self-regulatory orientation that regulates the activities of the securities market participants, in accordance with the laws and provisions of a general nature applicable to the same;
    • Approve the annulment, addition, repeal, issuance and amendment of rules contained in the Internal Regulations and other ordinances and rules of the Mexican Stock Exchange that, among other aspects, establish a self-regulatory regime applicable to the Corporation itself and to the persons obligated in accordance with said Ordinances;
    • Disclose in a broad and timely manner, through the means it may deem appropriate, the coming into effect of the rules it issues in accordance with subparagraph ii) above;
    • Propose to the competent authorities the issuance of amendments to the laws and provisions of a general nature that have an impact on the securities market;
    • Serve as a consultation entity to interpret the rules it issues; and
    • Upon request of the Securities Listing of Issuers of the Corporation, render an opinion on the contents and scope of any juridical aspect related to a securities listing procedure in the Listing of the Corporation.
  • Technology Committee

    The Technology Committee is a supporting body of the Board of Directors, the main purpose of which is to perform consultative and advice activities in technological matters.

    The Technology Committee has as its main powers:

    • Deal with and give its opinion to the Board of Directors on the strategy in technology matters and of the corporations under its control, including without limitation: systems, processing infrastructure, communications and IT services (projects with a high impact on cost or on the strategy) and to contribute to its alignment with the business goals;
    • Deal with and follow up on the implementation of the main projects in matters of technology and of the corporations under its control and to inform the Board of Directors of the Corporation about the status of these projects, including any deviations that may be detected, as the case may be;
    • Deal with and give its opinion to the Board of Directors on the relevant acquisitions of hardware and software, as well as the main contracting transactions for services of third parties in matters of technology; and
    • Promote the use of technological standards that allow for the generation of synergies and of the corporations under its control.
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