Insperia

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Gobierno Corporativo

Corporate Governance

GRI

Governance, Commitments and Engagement | Governance structure of the organization, including committees under the highest governance body responsible for specific tasks, such as setting strategy or organizational oversight | FULLY

Governance, Commitments and Engagement | Number and gender of members of the highest governance body that are independent and/or non-executive members | FULLY

Governance, Commitments and Engagement | Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body | FULLY

Governance, Commitments and Engagement | Linkage between compensation for members of the highest governance body, senior managers, and executives | FULLY

Social: Labor Practices and Decent Work | Composition of governance bodies and breakdown of employees per employee category according to gender, age group, minority group membership, and other indicators of diversity | FULLY

Alpek operates in accordance with the Mexican Code of Best Corporate Practices (CMPC) instituted in the year 2000 by the Mexican securities commission. The purpose of the Code is to establish a frame of reference for corporate governance and thereby increase investor confidence in Mexican companies.

Once a year, all companies that are listed on the Mexican Stock Exchange (BMV) must disclose the extent to which they adhere to the CMPC by answering a questionnaire. The responses of the diœerent companies may be consulted on the BMV’s website. A summary of Alpek’s principles of corporate governance is presented below, reflecting the answers the company gave to the questionnaire in June 2014 and updated where necessary:
A)The Board of Directors is made up of nine members, who have no alternates. Of the nine directors, four are independent board members, four are related proprietary board members and one is an independent proprietary board member. This annual report provides information on all the board members, identifying those who are independent and their participation in the Audit and Corporate Practices Committee.
B)The Board of Directors is advised by the Audit and Corporate Practices Committee, which is made up of independent board members. The Committee Chairman is an independent board member.
C)The Board of Directors meets every three months. Meetings of the Board may be called by the Chairman of the Board, the Chairman of the Audit and Corporate Practices Committee, the Secretary of the Board or at least 25% of its members. At least one such meeting every year is dedicated to defining the company’s medium and long-term strategies.
D)Members must inform the Chairman of the Board of any conflicts of interest that may arise, and abstain from participating in any related deliberations.
E)The Audit and Corporate Practices Committee studies and issues
recommendations to the Board of Directors on matters such as selecting and determining the fees to be paid to the external auditor, coordinating with the company’s internal audit area and studying accounting policies.
F)Additionally, the Audit and Corporate Practices Committee is responsible for issuing recommendations to the Board of Directors on matters related to corporate practices, such as employment terms and severance payments for senior executives, and compensation policies.
G)The company has internal control systems with general guidelines
that are submitted to the Audit and Corporate Practices Committee for its opinion. In addition, the external auditor validates the eœectiveness of the internal control system and issues reports thereon.
H)The Board of Directors is advised by the planning and finance department when evaluating matters relating to the feasibility of investments, strategic positioning of the company, alignment of investing and financing policies, and review of investment projects. This is carried out in coordination with the planning and finance department of the holding company, ALFA, S.A.B. de C.V.
I)Alpek has a department specifically dedicated to maintaining an open line of communication between the company and its shareholders and investors. This ensures that investors have the financial and general information they require to evaluate the company’s development and progress. Alpek uses press releases, notices of material events, quarterly results conference calls, investor meetings, its website and other communication channels.
J)Alpek promotes good corporate citizenship and adheres to the recommendations of its holding company, ALFA, S.A.B. de C.V. It has a mission, vision and values, and code of ethics that are promoted within the organization.

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