Governance

QUALITAS CONTROLADORA
BOARD OF DIRECTORS
Approved in April 2023 General shareholders meeting
Committees
Corporate
Practices
Audit Social
Responsibility
Invesment,
Finance and
Planning
Operations
José Antonio Correa Etchegaray R
Bernardo Eugenio Risoul Salas R
Joaquín Brockmann Domínguez R
María del Pilar Moreno Alanís R
Wilfrido Javier Castillo Miranda Olea I
Juan Marco Gutiérrez Wanless I
Mauricio Domenge Gaudry I
Madeleine Marthe Claude Brémond Santacruz I
Alfonso Tomás Lebrija Guiot I
José Francisco Torres Olmos I
Luis Celhay López I
David Coppel Calvo I

R Proprietary Related   I Proprietary Independent   A Alternate Related   A Alternate Independent   President   Vice President

José Antonio Correa Etchegaray
Bernardo Eugenio Risoul Salas
Joaquín Brockmann Domínguez
María del Pilar Moreno Alanis
Wilfrido Javier Castillo Miranda Olea *
Juan Marco Gutiérrez Wanless *
Mauricio Domenge Gaudry *
Madeleine Marthe Claude Brémond Santacruz *
Alfonso Tomás Lebrija Guiot *
Jose Francisco Torres Olmos *
Luis Celhay López*
David Coppel Calvo *
  Board member
  Alternate member
*  Independent member

DECLARATION OF INDEPENDENCE
OF THE BOARD OF DIRECTORS    
  CERTIFICATE OF EVALUATION
TO BOARD OF DIRECTORS      
   CERTIFICATE OF TRAINING
TO BOARD OF DIRECTORS      
  



COMMITTEES


  •   » Audit

    Only composed by 3 independent Board members with extensive accounting and financial experience. Meets monthly.

    • Supervises the management, conduction and execution of the matters that correspond to it in accordance to the Securities Market Law.
    • Supervises that the managing director complies with the Meeting's agreements.
    • Evaluates the external auditor's performance.
    • Analyzes the company's financial statements and the financial information.
    • Investigates possible non-compliance of the guidelines, operation policies, and internal control systems.
    • Informs the Board of Directors of operations with related parties.
  •   » Corporate Practices

    Composed by 3 independent Board members. Amongst its functions stands out.

    • Evaluation and compensation to the CEO.
    • Gives its opinion to related parties when the management request it.
    • Review the IT procedures of improper acts (complaints channels).
    • Analyze the compensation of members from different intermediate structures of the company and analyze its performance as well.
  •   » Social Responsibility

    Only integrated by 3 related members who presides it, and the president is Juan Orozco y Gómez Portugal (former Board member); meets bi-monthly.

    • Defines the scope of the social responsibility for Quálitas.
    • Tracks Qualitas' ESG strategy.
    • Analyses main risks and opportunities related to climate change.
    • Defines strategies and activities to implement social responsibility practices.
    • Defines mechanisms to measure the social impact of the functions and activities.
  •   » Investment, Finance and Planning

    Composed by 7 members, mostly part of the Board of Directors; from which 3 are independent members; meets monthly.

    • Evaluates and suggests investment policies in accordance with the organizational vision.
    • Proposes guidelines for the strategic planning of the company.
    • Maintains a balanced investment portfolio under the investment regime established by the authority.
    • Comments, recommends, and follows up on the budget.
    • Identifies risk factors and evaluates policies to manage them.
  •   » Operations

    Composed by 10 members, 6 of them Board members; 2 of them are independent; meets bi-monthly.

    • Advises the general management, in the establishment of strategies and actions to optimize the efficiency and operational quality of the company.
    • Helps establish the annual business plan and the comprehensive strategy, guaranteeing the continuity and better development of the holding.