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Corporate Governance

The strength of an organization is defined by the vision, responsibility and commitment of its leadership which, within a framework of ethics and transparency, give the certainty and stability necessary at times of difficulty, and the confidence and momentum required for growth.

The solid support of Grupo FAMSA’s Board of Directors to guarantee the rights of its stockholders has been, without doubt, one of the basic pillars for the Company’s growth during its 46 years of offering, to consumers in Mexico and the United States, financing alternatives to acquire consumer goods.

In accordance with the highest principles of ethics and transparency, the Board of Directors defines the Company’s general strategy and supervises its performance. It also ensures that the actions of Grupo FAMSA’s executives and the decisions that the Company makes are based on the best interests of its stockholders, in accordance with its Mission, Vision and Values, monitoring the approval of related party transactions and any other operations that might digress from the business objectives.

In 2016, with the leadership of Grupo FAMSA’s founder and majority stockholder, Don Humberto Garza González, and management’s support, the Company took determining steps to strengthen its Corporate Governance, incorporating experienced professionals with a solid reputation into the Boards of Directors of Grupo FAMSA and Banco FAMSA.

With the objective of safeguarding the interests of the investors, Grupo FAMSA’s General Extraordinary Stockholders’ Assembly of October 10th, 2016 approved the reinforcing of the Board of Directors with the incorporation of Mr. Roberto Gutiérrez García. Mr. Gutiérrez García, an expert in internal auditing and financial and credit risk management, was appointed as an independent board member and Chairman of the Audit Committee, while board member Mr. Jorge Luis Ramos Santos was named Chairman of the Corporate Practices Committee.

Likewise , Banco FAMSA strengthened its Board of Directors during 2016, with the designation of Mr. José Luis Ochoa Bautista as Chairman of the Board of Directors, and the incorporation of Mr. Roberto Gutiérrez García as an independent board member and Chairman of the Audit Committee.

Additionally, to assure the highest possible compliance with financial reporting standards, the prestigious international firm KPMG Cárdenas Dosal, S.C. was recruited as the External Auditor of Grupo FAMSA and of Banco FAMSA, in substitution of PricewaterhouseCoopers, S.C.

These resolutions, in set of best financing practices and the adoption of external and internal auditing practices, are part of a series of strategic actions aimed to strength Grupo FAMSA’s corporate structure, thereby seeking to preserve the best interests for the stockholders, as well as to reinforce the Company’s control and decision-making processes.

The Board of Directors and its different committees work together in compliance with the Mexican Stock Market Law, and backed up with the "Code of Best Corporate Practices" recomenden by the Mexican Stock Exchange and National Banking and Securities Commission.

Accordingly , Grupo FAMSA has Audit and Corporate Practices Committees integrated exclusively by Independent Board Members, two of whom are financial experts.

Grupo Famsa S.A.B. de C.V.

Management Team
As of December 31, 2016.

Thanks to its leadership, solid experience, integrity and proven execution capabilities, Grupo FAMSA’s Management Team has performing consistent results throughout its history. The committed group of professionals who lead the company are:

Name Position
Humberto Garza Valdéz Chief Executive Officer
Oziel Mario Garza Valdéz Vice President of Clothing and Real State
Luis Gerardo Villarreal Rosales Chief Operating Officer
Abelardo García Lozano Chief Financial Officer
Héctor Padilla Ramos Vice President of Merchandise
Héctor Hugo Hernández Lee Vice President of Human Resources
Ignacio Ortiz Lambretón Vice President of Famsa USA
Ángel Alfonso de Soto Hernández Vice President of Banco Famsa
Joaquín Aguirre Carrera Vice President of Marketing
Manuel Rodríguez González Chief Information Officer
Alberto Gómez Viguera Director of Planning and Control

Board of Directors

Name Position
Don Humberto Garza González* Director
Humberto Garza Valdéz Director
Hernán Javier Garza Valdéz Director
Oziel Mario Garza Valdéz Director
Bernardo Guerra Treviño Independent Directors
Salvador Kalifa Assad Independent Directors
Jorge Luis Ramos Santos Independent Directors
José Luis Ochoa Bautista Independent Directors
Roberto Gutiérrez García Independent Directors

Don Humberto Garza González

Member since 1997

Director


Founder and Chairman of the Board of Directors of Grupo Famsa.

Humberto Garza Valdéz

Member since 1997

Director


Humberto Garza Valdez holds 31 years of experience at Grupo Famsa, and he is the son of Mr. Humberto Garza Gonzalez (our founder). During the last 20 years, Mr. Garza Valdez has performed as our CEO, and has previously served as our Deputy CEO. He holds a Bach. degree in Administration from Universidad de Monterrey (UDEM) and a Masters in Management from Instituto Panamericano de Alta Direccion de Empresa (IPADE).


Hernán Javier Garza Valdéz

Member since 1997

Director


Hernan Garza Valdez holds 29 years of experience at Grupo Famsa, and he is the son of Mr. Humberto Garza Gonzalez (our founder). Mr. Garza Valdez performs as our Strategic Planning Director. He holds a Bach. degree in Economics from Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM), a Master in MBA from the University of Notre Dame and also a Master in IT also from the ITESM.


Oziel Mario Garza Valdéz

Member since 1997

Director

Oziel Garza Valdez holds 23 years of experience in Grupo Famsa, and he is the son of Mr. Humberto Garza Gonzalez (our founder). For the last 17 years, Mr. Garza Valdez has performed as Managing Director of our line of clothing and Verochi. He also previously served as Commercial Director of the Monterrey Zone. He holds a Bach. degree in Administration from UDEM, and a Masters in Administration from IPADE.


Bernardo Guerra Treviño

Member since 2011

Independent Director

Bernardo Guerra Treviño has served on Grupo Famsa’s Board of Directors since 2011 and at Banco Ahorro Famsa’s since 2007 to 2014. He is Co-founder and Managing Director at Guerra Capital Asesores (MG Capital). Additionally, he is a Director on the Board of Axtel and chairs its Audit and Corporate Practices Committee. Moreover, he is a Director on the Board and Chairman of the Audit and Corporate Practices Committee in Promotora Ambiental. He is an Industrial engineer from the ITESM.


Salvador Kalifa Assad

Member since 1997

Independent Director

Salvador Kalifa Assad has been a Director on the Board of Grupo Famsa since 1997 and on the Board of Banco Ahorro Famsa since 2007. He currently runs his own company, Consultores Economicos Especializados, S.A. de C.V. and performs analysis for the magazzine Alto Nivel and for a number of Mexican newspapers in a number of editorial columns. Mr. Kalifa was engaged as Director of Economic Analysis at Grupo Alfa for 7 years, and also served at Grupo Financiero GBM-Atlantico. Additionally, he has served as a Director on the Boards of Grupo IMSA, Verzatec and Banorte. He holds a Bach. degree in Economics from ITESM and possesses a Masters and a PhD in Economics from Cornell.


Jorge Luis Ramos Santos

Member since 2006

Independent Director

Jorge Luis Ramos Santos has been Director on the Board of Grupo Famsa since 2006 and director ofthe Board of Banco Ahorro FAMSA since 2015. He currently acts on behalf of Heineken Americas in its joint ventures and is also Senior Advisor of this Company. He has also performed as Vice-Chairman at Heineken Americas, CEO of Cerveceria Cuauhtemoc Moctezuma, as well as HR and Commercial SVP in Femsa Cerveza. He is currently Director at the Board of a number of companies in Latam, as well as member of business organizations and universities’ patronages in Mexico. He holds a Bach. in Accounting and Administration from ITESM, a Masters in Administration from Wharton School of the University of Pennsylvania.


José Luis Ochoa Bautista

Member since 2016

Independent Director

Has over 15 years of experience in the Mexican Financial System. He currently serves as director and consultant of several financial institutions. He acted as Executive Secretary of the Instituto para la Protección al Ahorro Bancario (Mexican Bank Savings Protection Institute, known by its acronym in Spanish as “IPAB”) for 2 years, Credit Manager of the Banco Nacional de Obras y Servicios Públicos (Mexican National Works and Public Services Bank, known as “Banobras”) for 4 years, and VP of Supervision of the Comisión Nacional Bancaria y de Valores (Mexican National Banking and Securities Commission, “CNBV”) for 5 years. He has been an adviser of the World Bank and Inter-American Development Bank, as well as commissioner, director and/or member of the Technical Committee of the following institutions: Nacional Financiera (“Nafin”), Banco Nacional de Comercio Exterior (National Exterior Commerce Bank, “Bancomext”), Banco Nacional del Ejército Fuerza Aérea y Armada (Mexican National Army, Air Force and Navy Bank, “Banjercito”), FINA, Fondo para el Desarrollo Comercial (Mexican Commercial Development Fund, an extinct trust known as “Fidec”), Patronato del Ahorro Nacional (institution which transformed into the Banco del Ahorro Nacional y Servicios Financieros, the Mexican National Savings and Financial Services Bank, known as “Bansefi”), Agroasemex, and Fideicomiso Liquidador de Instituciones y Organizaciones Auxiliares de Crédito (Auxiliary Credit Institutions and Organizations Liquidator Trust, “Fideliq”). He has also been a member of the Board of Governors of the CNBV, the Comisión Nacional del Sistema de Ahorro para el Retiro (Mexico’s National Commission for Retirement Savings, “CONSAR”), the Comisión Nacional de Seguros y Fianzas (Mexican National Insurance and Bonding Commission, “CNSF”), and the Servicio de Administración y Enajenación de Bienes (Mexican Management Service and Property Disposal Department, “SAE”). Mr. Ochoa holds a Bachelor’s Degree in Economics from the Universidad Nacional Autónoma de México (“UNAM”) and an MBA in Finance from the MIT Sloan School of Management, as well as a certificate in Management and Leadership from the same institution.


Roberto Gutiérrez García

Member since 2016

Independent Director

Has served his profession in several positions at Grupo Financiero BBVA Bancomer from 1982 to 2002, including the position of Director of Audit which he held for the last 10 years before his departure from the group. Subsequently, from 2003 to 2016, he joined the Instituto de Fondo Nacional de la Vivienda para los Trabajadores (Mexico’s National Workers Housing Fund Institute, “INFONAVIT”), where he held the position of Chief Audit Executive for the last 10 years before his departure from the institution. Mr. Gutierrez holds a B.A. in Accounting from the Escuela Bancaria y Comercial, SC (Mexico’s School of Banking and Commerce, “EBC”), he also holds a Certified Internal Auditor (“CIA”) certification from the Institute of Internal Auditors (“IIA”), as well as several Diplomas in Comprehensive Audit, Financial and Credit Risk Management, and Corporate Governance from universities such as Universidad Nacional Autónoma de México, Instituto Tecnológico Autónomo de México, and Universidad Anáhuac.


Officials of the Board

Name Position
Don Humberto Garza González Chairman
Luis Gerardo Villarreal Rosales* Secretary
Ricardo Maldonado Yañez* Assistant Secretary
* Officials of the Board of Directors, without forming part of it.

Audit Committee

Name Position
Roberto Gutiérrez García Chairman
Salvador Llarena Arriola Member
Jorge Luis Ramos Santos Member

Corporate Practices Committee

Name Title
Jorge Luis Ramos Santos Chairman
Salvador Llarena Arriola Member
José Luis Ochoa Bautista Member


Banco Ahorro Famsa S.A., Institución de Banca Múltiple

Board of Directors of Banco Ahorro Famsa S.A., Institución de Banca Múltiple

Name Position
Don Humberto Garza Valdéz Director
Oziel Mario Garza Valdéz Director
Hernán Javier Garza Valdéz Director
Luis Gerardo Villarreal Rosales Director
Ángel Alfonso de Soto Hernández Director
Héctor Medina Aguiar Independent Director
Salvador Kalifa Assad Independent Director
José Luis Ochoa Bautista Independent Director
Gerardo José de la Garza Santos Independent Director
Jorge Luis Ramos Santos Independent Director
Roberto Gutiérrez García Independent Director

Officials of the Board of Banco Ahorro Famsa S.A., Institución de Banca Múltiple

Name Position
José Luis Ochoa Bautista Chairman
Ricardo Maldonado Yañez* Secretary
Luis Gerardo Villarreal Rosales* Assistant Secretary
* Officials of the Board of Directors, without forming part of it.


2016

Financial Highlights

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406

Stores

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452

Banking Branches

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1.2 Mill.

Active Accounts

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17,667

Employees