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Banortel:
  • Ciudad de México: (55) 5140-5600
  • Monterrey: (81) 8156-9600
  • Guadalajara: (33) 3669-9000
  • Resto del País: 01-800-BANORTE (226-6783)
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Corporate Governance

Grupo Financiero Banorte’s S.A.B. de C.V. (GFNorte, the Group or the Institution) and its subsidiaries’ main objective is to do bona fide business, providing its customer high quality services, with absolute honesty, complying with the law and reporting accurate and transparent financial information.

In all its business activities, as well as in its relationship with clients, suppliers, employees and members of the communities it serves, GFNorte and its subsidiaries always act within the legal and regulatory frameworks from the various supervising authorities.

 
1. Board Members

Candidates for Board Members are evaluated by the Designations Committee and proposed for approval to the corresponding Shareholders’ Meetings.

A generational balance shall be sought among Board Members:

The members of the Board must exercise their experience and vision so that GFNorte’s business matters will be conducted in the best way possible, supported by the integrity, expertise and honesty of top management of the Institution and its subsidiaries, as well as consultants, advisors and external auditors hired for such a purpose.

The members of the Board shall attend the ordinary and extraordinary meetings to which they are summoned. If they have been nominated to take part in any of the Board Committees, they shall take part therein and participate in the analysis, follow-up and solution of the matters they are assigned.

 
Selection Criteria:
  • Have recognized prominence in the business sector, in public or private institutions or in whichever profession they perform.
  • Be familiarized with the main regions where GFNorte does business.
  • Be people of well-known integrity and honesty, with a satisfactory credit history and have the capacity to earn the trust of the shareholders, the Board Members and Top Management.
  • Have a proven track record of sound and independent business judgment;
  • Have wide knowledge and expertise in finance, legal or management.
  • Have time availability to perform the role of a Board Member and to participate in the Committee requested.
*GFNorte’s Board Members that participate in the Board of Directors of controlling companies of other Financial Groups or financial entities belonging or not to the financial group, must reveal such situation to the Shareholders’ Meeting.
 
Restrictions
*Excepting its CEO and senior officers two hierarchical levels below that of the former.
 
Classification Criteria

Under no circumstance may any of the persons who fit the following descriptions be classified as Independent Board Members:

i. GFNorte’s or subsidiaries’ relevant senior officers, statutory auditors or any individuals who shall have held such positions for twelve months next preceding the date such designation is intended to be made.

ii. Individuals who have a power of command in GFNorte or in any of the financial entities or Subholding.

iii. Shareholders who are a part of a group of people that keeps control of GFNorte.

iv. Any service providers, suppliers, debtors, creditors, partners, board members or employees of a company that is an important service provider, supplier, debtor or creditor of GFNorte.

A service provider or supplier is deemed to be important whenever its income from the Company represents more than 10% of its total sales, for twelve months prior to the designation date. Likewise, a debtor or creditor of the Company is deemed to be important whenever the credit amount exceeds 15% of GFNorte’s or its counterparty’s assets.

v. Employees of a civil foundation, partnership or company that receives material donatives from GFNorte or any of the financial entities or Subholding Companies comprising the Group.

Donatives that represent more than 15% of the aggregate donations received by the relevant civil foundation, partnership or company are considered material donatives.

vi. Managing directors or senior officers of a company in which Board of Directors a Relevant Senior Officer participates.

vii. Those who have a relationship by consanguinity, affinity or by marriage up to the fourth degree, as well as the spouses, common-law spouses of any of the individuals referred to in sections I to VI of this Article.

 
Service Period

Members of GFNorte’s Board of Directors will be designated for the term the corresponding Shareholders’ Meeting determine, it could be for defined terms of three years with the possibility of reelection.

 
Alternate Members:
  • The Shareholders’ Assembly will be able to name an Alternate for each Proprietary Board Member, who will be part of the Board of Directors, only in cases of permanent or temporary absence of Proprietary Board Members.
  • Alternates for Independent Members, must also be independent.
  • Alternate Board Members will replace Proprietary Board Members in the order of their respective appointments; in case that the designated number of Alternate Board Members is less than the number of Proprietary Board Members, each Alternate Board Member will replace the corresponding Proprietary Board Member according to the order established.
 
Board Members’ Induction

Recently elected Board Members, by the Shareholders’ Assembly, receive an induction and orientation program, with presentations on GFNorte’s and subsidiaries’ acting framework for Members.

 
2. Related Party

At GFNorte and its subsidiaries, a loan is considered related if the result of granting a loan to an individual or company is that any of the following may become a debtor of Banco Mercantil del Norte, S.A. (the Bank or Banorte):

* GFNorte and its subsidiaries have clearly established procedures and limitations for granting related loans.
 
Authorization
  • In order to grant this type of loan, authorization is needed by at least three quarters of the Board Members present at Banorte’s Board meeting, in which the request for the authorization of the related loan is submitted.
  • Its terms and conditions shall in no case be more beneficial than transactions of the same kind made with the general public.
*In accordance with the provisions of GFNorte’s Code of Conduct, the Board Members and Officers of GFNorte shall excuse themselves from participating in discussion carried out in Banorte’s Board meeting regarding the authorization of related loans in which they have a direct interest.
 
Report
  • The operations with related parties, once approved by Banorte’s Board and reported to GFNorte’s Board, are in turn reported to the National Banking and Securities Commission (Comision Nacional Bancaria y de Valores) through certified copy of the agreement that shows the Board’s approval.
  • Moreover, the monthly balance of the approved loans disbursements shall be submitted to the CNBV.
  • Transactions with related parties that in aggregate do not exceed two million UDIs (Units of Investment, an inflation adjusted unit of account), or one percent of Banorte’s basic net capital (whichever is greater), granted to the same individual or company or group of individuals or companies that constitute a common risk; because of their patrimonial links or responsibilities, do not require - according to current regulation – Banorte’s Board of Director’s approval, they shall be reported to the Board and all the information relative to the same shall be made available.
 
3. Board of Directors

The Board of Directors is the highest body in charge of supervising GFNorte’s business, and is responsible of taking necessary actions to ensure adequate Corporate Governance; thereby protecting shareholders’ interests of, clients, employees, suppliers and the communities it serves.

 
Structure
  • GFNorte’s and Banorte’s Boards of Directors are comprised by 15 Proprietary Members, respectively, elected annually by the Shareholders’ Meeting.
  • Each Proprietary Member has his/her respective alternate.
  • The Alternate Member participates in the Board’s meetings with voice and right to vote in the event that the Proprietary Member is absent.
  • The Shareholder ́s Meeting of each entity will designate the person acting as Chairman of the Board of Directors.
  • In the absence of the Chairman, Proprietary Members will select among themselves the person who will preside the meeting.
  • The Secretary and Pro-Secretary will be designated by the General Shareholders’ Meeting or the Board of Directors, in the understanding that none of them will be part of the Board.
*Alternate Members are summoned to Board meetings in order to keep them informed on the evolution of such entities businesses.

 

GFNorte’s and Banorte’s Boards of Directors for 2016 approved by the Annual General Shareholders’ Meeting held in April 22, 2016, is comprised by 73.3% of Independent Members and is integrated as follows:

Proprietary Members(1)
Carlos Hank González Proprietary & Chairman
Juan Antonio González Moreno Proprietary
David Juan Villarreal Montemayor Proprietary
José Marcos Ramírez Miguel Proprietary
Everardo Elizondo Almaguer Independent *
Carmen Patricia Armendáriz Guerra Independent *
Héctor Federico Reyes-Retana y Dahl Independent *
Eduardo Livas Cantú Independent *
Alfredo Elías Ayub Independent *
Adrián Sada Cueva Independent *
Alejandro Burillo Azcárraga Independent *
José Antonio Chedraui Eguía Independent *
Alfonso de Angoitia Noriega Independent *
Thomas Stanley Heather Rodríguez Independent *

 

Alternate Members(1)
Graciela González Moreno Alternate
Juan Antonio González Marcos Alternate
Carlos de la Isla Corry Alternate
Clemente Ismael Reyes Retana Valdés Independent *
Alberto Halabe Hamui Independent *
Manuel Aznar Nicolín Independent *
Roberto Kelleher Vales Independent *
Robert William Chandler Edwards Independent *
Isaac Becker Kabacnik Independent *
José María Garza Treviño Independent *
Javier Braun Burillo Independent *
Rafael Contreras Grosskelwing Independent *
Guadalupe Phillips Margain Independent *
Eduardo Alejandro Francisco García Villegas Independent *
Ricardo Maldonado Yáñez Independent *

 

* It was also approved to qualify the corresponding members’ independence as long as they did not fall within the restrictions outlined in the Law Regulating Financial Groups, in the Mexican Securities Market Law and in the Law for Credit Institutions.
(1) In accordance with Article Forty-nine of the Corporate bylaws and in the Article Thirty-eight of Banorte’s bylaws, Board Members of both entities and Banorte’s Commisioner are exempt from the obligation of providing a bond or monetary guarantee for backing their performance when carrying out their duties.

 

Additionally, the following were designated as:

 

Héctor Ávila Flores Secretary of GFNorte’s and
Banorte’s Boards of Directors.
Fernando Nogueda Conde Banorte’s Commisioner
 
Remuneration

Set by GFNorte’s and Banorte’s Annual General Shareholders’ Meetings, usually held in April.

 
Faculties

Under the applicable Laws and Corporate bylaws that govern similar entities, the Board of Directors will have faculties that include but are not limited to:

1. Establish the general strategies of the Financial Group, as well as for the management, direction and business execution, Financial Entities and, as the case may be, Subholding Companies.

2. Oversee, through the Corporate Practices Committee, the management and direction of the Company, the Financial Entities and, as the case may be, Subholding Companies of which the Company has control, considering for that purpose the importance of the latter in the financial, administrative and legal standing of the Financial Group as a whole, as well as the performance of the Relevant Senior Officers, upon the terms of Articles 56 to 58 of the Law to Regulate Financial Groups.

3. Approve, upon prior opinion of the relevant Committee:

a. The policies and guidelines for the use by related parties of the assets that comprise the wealth of the Company and Financial Entities and of all the other individuals controlled by it.

b. The acts, individually, with related parties intended to be executed by the Company.

c. The acts executed either simultaneously or successively, which by virtue of their characteristics may be considered as a single operation and that are intended to be executed by the Company or Financial Entities members of the Financial Group or, as the case may be, by the Subholding Companies, within one fiscal year, whenever they are unusual or non-recurring or their amount represents, based on figures corresponding to the closing of the next preceding quarter, in any of the following events:

i. The acquisition or disposal of assets with a value equal to or higher than five percent of GFNorte’s consolidated assets.

ii. The granting of guarantees or the assumption of liabilities by an aggregate amount equal to or higher than five percent of GFNorte’s consolidated assets.

Investments in debt securities or in banking instruments are excepted from the foregoing, as long as they are made pursuant to the policies approved by the board of directors itself to such effect.

d. The appointment and, as the case may be, removal of the CEO of the Company and his comprehensive compensation, as well as the designation and comprehensive compensation policies of the other Relevant Senior Officers.

e. The policies for the granting of loans or any type of credits or guarantees to Related Parties.

f. The releases for a director, Relevant Senior Officer or person with a Power of Command to take advantage of business opportunities for himself or in favor of third parties corresponding to the Company, Financial Entities or, as the case may be, Subholding Companies.

g. The guidelines concerning internal control and internal audit of the Company and of Financial Entities or, as the case may be, Subholding Companies.

h. The accounting policies of the Company in compliance with the provisions of the Law to Regulate Financial Groups.

i. The financial statements of the Company.

ii. The hiring of the legal entity that provides external audit services and, as the case may be, additional or supplementary services to external audit service.

4. Submit to the General Shareholders Meeting held by virtue of the closing of the fiscal year:

a. The reports referred to in Article 58 of the Law to Regulate Financial Groups.

b. The report prepared by the CEO pursuant to Article 59, section X, of the Law to Regulate Financial Groups, accompanied by the opinion of the external auditor.

c. The opinion of the Board of Directors on the contents of the report of the CEO referred to in subparagraph b) above.

d. The report referred to in Article 172, subparagraph B) of the General Law of Business Corporations containing the main accounting and information policies and criteria followed in the preparation of financial information.

e. The report on the operations and activities in which it shall have participated pursuant to the provisions of the Securities Market Law and the Law to Regulate Financial Groups.

5. Monitor the main risks to which the Company and Financial Entities members of the Financial Group and, as the case may be, Subholding Companies, are exposed, identified based on the information provided by the committees, the CEO and the legal entity that provides external audit services, as well as accounting, internal control and internal audit, registration, file or information systems, of the former and the latter, which may be done through the audit committee.

6. Approve information and communication policies with the shareholders and the market, and with the directors and Relevant Senior Officers, in order to comply with the provisions of the Law to Regulate Financial Groups.

7. Determine the corresponding actions in order to remedy the irregularities known to it and implement the corresponding corrective measures.

8. Establish the terms and conditions to which the CEO shall be subject in exercise of his authorities for acts of ownership.

9. Direct the CEO to publicly disclose the relevant events known to him.

10. Represent the Company before all kinds of individuals and legal entities and before administrative, judicial or other authorities.

11. Establish rules on the structure, organization, makeup, functions and authorities of the Executive Commission of the Board of Directors, the Regional Boards, the Internal Committees and labor commissions that may be deemed necessary; designate their members and establish their compensations.

12. Prepare its internal labor regulations.

13. Grant the powers-of-attorney it may deem appropriate to the officers of the Company or any other individuals, and revoke those which are granted and, pursuant to the provisions of the applicable laws, delegate their authorities to the CEO or any of them to one or several of the Directors or the Attorneys-in- Fact designated to such effect, to be exercised in the business and upon the terms and conditions stated by the Board of Directors.

14. Resolve on the acquisition, lien or transfer of shares owned by the Company, issued by other companies.

15. In general, it shall have all the authorities necessary to perform the management entrusted to it and, consequently, may perform all operations and legal and material acts which are directly or indirectly related to the corporate purpose.

16. Oversee the performance of the resolutions of Shareholders Meetings, which must be done through the committee that exercises the auditing authorities referred to in the Securities Market Law.

 
Sessions

Content

In each Board session,

 

The Board members may suggest topics to be included in the Board meeting agendas or as General Items, and also propose matters that were not included in the day’s Agenda but are considered relevant to be addressed at a later Board meeting.

Frequency

  • GFNorte’s Board of Directors meets at least quarterly, usually towards the end of the month following the end of each natural quarter.
  • According to GFNorte’s By-laws, it is possible to summon a Board’s session by agreement of the Chairman of the Board, the Chairman of the Audit and Corporate Practices Committee or 25% of the Board Members, in the event that a matter requiring immediate and urgent attention arises. Any Board Member may request postponing a session when it has not been summoned in accordance with the terms of the By-laws or when the information on the matters to be addressed is not delivered on time.
  • The materials to be discussed in the ordinary or extraordinary Board meetings must be distributed to the members at least five days in advance so they may review and analyze it, and thereby ensure an efficient meeting.

Quorum

For the Board meeting to be valid:

  • There must be an attendance of at least 51% of the members.
  • Among the attendees, there should be at least an Independent Member.
  • It must be approved by a majority vote of the attending members.
  • In the event of a tie, the Chairman of the Board shall have the deciding vote.
* Resolutions unanimously approved by Members, outside of Board Member Sessions, will have for all legal purposes, the same validity as if they had been approved in a session of the Board, as long as they are confirmed in writing and ratified before a public notary.
 
Communication

GFNorte’s Board delegates external communications to the Group’s CEO, including press and media, the Mexican Stock Exchange and authorities. GFNorte’s CEO shall perform this responsibility through the pre-established authorized channels.

 
4. GFNorte’s Middle Government Bodies
 
4.1 Committees that Support the Board of Directors

At GFNorte various support Committees for the Board of Directors have been established, such as the Audit and Corporate Practices Committee, the Risk Policies Committee, the Human Resources Committee and the Nominations Committee, all of which include the participation of Board members and in some cases also the Institution ́s officers

 
1. Audit and Corporate Practices Committee (CAPS)

Objective: to support GFNorte’s Board of Directors in monitoring the management, performance and execution of the Group’s businesses and of their controlling individuals, considering the relevance that these have in the financial, administrative, and legal situation of the Group; as well as in the execution of the agreements approved in the General Shareholders’ Meeting.

Structure: integrated exclusively by independent Board Members, with at least three board members, all designated by GFNorte’s Board of Directors, and proposed by its Chairman.

Each member of the Committee has the right for one vote; resolutions must be approved by a majority vote of the attending members, in the event of a tie, the Chairman of the Board shall have the deciding vote. In the event that a board member has a conflict of interest with any specific matter, he should abstain to participate in the voting process, not affecting the required quorum for Committee.

Audit and
Corporate Practices Committees
Héctor Federico Reyes Retana y Dahl Independent Proprietary Member Chairman*
Carmen Patricia Armendáriz Guerra Independent Proprietary Member Member
Thomas Stanley Heather Rodríguez Independent Proprietary Member Member
Robert William Chandler Edwards Independent Alternate Member Member
Manuel Aznar Nicolín Independent Alternate Member Member
Clemente Ismael Reyes Retana Valdés Independent Alternate Member Member

 

* The Audit and Corporate Practices Committee’s Chairman is appointed and/or removed of his position exclusively by the General Shareholders’ Meeting, and is not able to preside over the Board of Directors.
 


Sessions

  • Frequency: As many times as necessary.
  • Request: convened by:
    • Chairman of the board of Directors
    • 25% of the Members
    • GFNorte’s CEO
    • CAPS Chairman

Faculties

1. Request the opinion of independent experts in such cases where it is judged to be convenient, for the appropriate performance of their functions.

2. Have full availability of book, registers, facilities and the support of the employees’ entities under its responsibility.

3. Require relevant officers and other employees of GFNorte and the financial entities comprising it, reports regarding the elaboration of financial and of any other type of information that it considers necessary for the execution of their duties.

4. Do research on the possible non-fulfillment of those with knowledge regarding operational policies and guidelines, the Internal Control System, internal audit and accounting registration system, either of the Group or the financial entities, through an examination of documentation, registrations and other proof or evidence, to the extent necessary to fulfill this supervision.

5. Receive observations expressed by shareholders, Board Members, relevant officers, employees and, by any third party in general, regarding matters referred to in the previous paragraph, as well as to carry out actions that are reasonable in their opinion in connection with such observations.

6. Request periodic meetings with the relevant officers, as well as the delivery of any type of information related to the internal control and internal audit of the Group or the financial entities that comprise it.

7. Meet with the Board of Director, relevant GFNorte’s officers, internal comptroller, Internal and external auditor, authorities and investors.

Functions

The Committee, in the development of its activities, shall establish the necessary procedures for the general performance of its duties. In any case, Committee members shall take as a basis for their activities, information prepared by the Internal Comptroller, Internal and External Auditors as well as by General Management.

Below, functions per area are detailed:

 
2. Risk Policies Committee (CPR)

Objective: To manage the risks that the Institution is exposed to and ensure that operations are carried out in accordance with the objectives, policies and procedures of Comprehensive Risk Management, as well as to the global limits of risk exposure approved by the Board.

Structure: According to the applicable regulation, the CPR should be comprised of at least two members of the Board of Directors (one of whom will preside); the CEO and the Responsible for the Comprehensive Risk Management Unit.

The Board Members comprising the CPR should be independent members.

Each member has the right for a vote, and resolutions must be approved by a majority vote of the attending members.

 

Members
Risk Policies Committee

 

Eduardo Livas Cantú

Proprietary Independent Member (Chairman)

Everardo Elizondo Almaguer

Proprietary Independent Member

Héctor Federico Reyes Retana y Dahl

Proprietary Independent Member

Thomas Stanley Heather Rodríguez

Proprietary Independent Member

Manuel Aznar Nicolín

Alternate Independent Member

Robert William Chandler Edwards

Alternate Independent Member

José Marcos Ramírez Miguel

GFNorte’s CEO

Guillermo Chávez Eckstein

MD Risk & Credit Management/ UAIR

 

Sessions

  • Frequency: Monthly.

Functions

The CPR performs the following functions:

* The Risk Policies Committee ensures, at all times, knowledge of all personnel involved in risk taking, of the global and specific limits for discretionary risks, as well as tolerance levels for non-discretionary risks.
 
3. Human Resources Committe

Objetive: Aims to appropriately compensate staff of the Institution, protecting the integrity, stability, competitiveness and financial soundness of the same, supporting GFNorte's Board of Directors in its functions relating to the Compensation System, through the approval of determinations in human resources subject and the establishment of a regulatory framework, undertaking implementation, maintenance and evaluation activities regarding the Compensation System.

Structure: According to the applicable regulation, the Human Resources Committee must be comprised by at least two Proprietary Board Members, of which at least one must be independent (who shall preside); the Responsible of the Comprehensive Risk Management; one representative of the finance planning or budget elaboration department; and the Internal Audit, which will have voice but no vote.

The Chairman, listening to the opinion of GFNorte’s CEO, may appoint alternate members when one member ceases to be part of this Committee.

Each member has the right for a vote, and resolutions must be approved by a majority vote of the attending members. In the event of a tie, the Chairman of the Human Resources Committee shall have the deciding vote.

Members
Human Resources Committee

Everardo Elizondo Almaguer

Proprietary Independent Member

Chairman

Eduardo Livas Cantú

Proprietary Independent Member

Member

Guillermo Chávez Eckstein

Comprehensive Risk Management Responsible

Member

Javier Beltrán Cantú

Human Resources Representative

Member

Rafael Arana de la Garza

Finance Planning Representative

Member

Isaías Velázquez González

Internal Audit

Member voice w/o vote

 

Sessions

  • Frequency: Quarterly, being free to meet more or less often, when the issues demand it.

Functions

 
4. Nominations Committee

In the Extraordinary General Shareholders’ Meeting held on October 17, 2011, it was approved to create this Committee, in order to do so, Article Thirty-seven Bis-1 was included in the Corporate Bylaws.

On August 19, 2016, GFNorte’s Extraordinary General Shareholders’ Meeting approved the amendment to Article Forty-four of GFNorte’s Corporate Bylaws regarding the integration and operation of the Nominations Committee.

Structure: The Nominations Committee is comprised of at least seven members, who shall be part of the Board of Directors and of whom four must be Independent Members and one, the Chairman of the Board, who will preside the Committee.

Each member has the right for a vote, and resolutions must be approved by a majority vote of the attending members. In the event of a tie, the Chairman of the Nominations Committee shall have the deciding vote.

Members
Nominations Committee

Carlos Hank González

Chairman

José Marcos Ramírez Miguel

Member

Juan Antonio González Moreno

Member

Everardo Elizondo Almaguer

Independent Member

Alfonso de Angoitia Noriega

Independent Member

José Antonio Chedraui Eguía

Independent Member

Thomas Stanley Heather Rodríguez

Independent Member

 

Sessions

  • Frequency: At least once a year or when convened by the Chairman.

Functions

  • Propose for approval by the Shareholders’ Assembly the appointment of the members of the Company’s Board of Directors, the financial entities or subholdings.
  • Elaborate an opinion regarding the persons who will hold the position of CEO at the Company, the financial entities and if the case, subholdings, without prejudice to the faculties assigned to the Audit and Corporate Practices’ Committee in terms of Article Thirty-three, paragraph III, section d) of these Bylaws.
  • Propose for approval by the Shareholders’ Assembly or by the Board of Directors, the compensation for the members of the Board of Directors and Committees of the Company, financial entities and subholdings.
  • Propose for approval by the Shareholders’ Assembly or by the Board of Directors, the removal of members of the Board of Directors of the Company, financial entities and subholdings.

The operation of the Nominations Committee is subject to the policies and guidelines approved by GFNorte’s Board of Directors.

 
4.2 Other Support Bodies

Additionally, as consultative and advisory bodies to the Chairman of the Board of Directors, the following have been constituted:

  • Advisory Board
  • Regional Board

Regional Board

In the Ordinary General Shareholders’ Meeting held in July 2011, it was approved to constitute the following Regional Boards of the Company:

  • Northern,
  • Northwest,
  • Metropolitan,
  • Western and
  • Peninsular.

Also, in the General Shareholders ́ Meeting held in April 2013, it was approved the creation of the Central Regional Board.

Objective:
To give opinions and advice on trends and opportunities in their region, as well as those issues that the Board of Directors submit to their consideration and, it will function as an organism to reach the business community in each region.

Structure:
It will be constituted by the number of members determined by GFNorte ́s Chairman of the Board of Directors, who have the technical quality, honesty and satisfactory credit history, as well as extensive knowledge and experience in the financial, legal or administrative fields, to develop their activities in the respective regions.

The Members of each Regional Board are elected, and if the case, removed by the Chairman of the Board of Directors. The members remain in office for 2 years, with the possibility of being reelected for any number of times.

Sessions

  • Frequency: At least once a year or when convened by GFNorte ́s Chairman of the Board of Directors.

In the sessions, GFNorte’s officers related to particular regions, pointed out by the Chairman of the Board of Directors, are present.

 
4.3 Support Committees to GFNorte’s Management

To support the work of GFNorte’s General Management, there are several Committees that know, propose and solve within their capabilities, diverse aspects related to the business.

Participants: The managing Directors of Areas that report directly to GFNorte ́s CEO, as well as other Officers responsible for specific areas.

 
Credit
 
1. Central Credit Committee

Sessions

  • Frequency: Fortnightly. The supporting Loan Committees meet with the same frequency or if necessary, every week.
 
2. Credit Recovery Central Committee

 
3. Parametric Loan Committee

 
Markets
 
4. Financial Markets Committee

Sessions

  • Frequency: Monthly. In the event that the financial situation requires it, any member may convene extraordinary meetings.
 
5. Managed Investment Portfolios Committee

Sessions

  • Frequency: Monthly, or when convened by the Chairman or Secretary. Furhermore, it can meet extraordinarily.
 
6. Analysis of Financial Products

 
7. Assets & Liabilities Committee

* Excludes BAP Sector

Sessions

  • Frequency: Monthly, at least.
 
Security and Continuity
 
8. Integrity Committee

* These functions are directed towards technological mitigation or prevention measures, as well as to decide about the programs and projects aming to safely store the integrity of information security
 
9. Security Committee

Sessions

  • Frequency: Monthly, on the third Thursday of every month, this period can be extended when there are no matters to be discussed, depending on the Chairman’s or the Committee’s Secretary judgment.
 
10. Recovery and Continuity Committee

Sessions

  • Frequency: Bimonthly and if needed, through a request made by the Chairman or Secretary of the Committee.
 
11. Control & Communications Committee

Sessions

  • Frequency: No more than one calendar month or less than 10 days apart.
 
Other
 
12. Fiduciary Business Committee

Sessions

  • Frequency: On an ongoing basis the first and third Wednesday of each month. Moreover, they can meet extraordinarily.
 
13. Investment Committee

 
14. Investment Projects Committee

Sessions

  • Frequency: Upon request of the Coordinator and/or of the Committee’s Secretary and at least once every three months should present the progress of the projects. The opinion of the area specialized in Mortgage and Insurance should be available if applicable.
 
5. Support Committees for Banorte’s Board of Directors
 
Audit Committee for Banorte

Objective: To support Banorte’s Board of Directors in the definition and update of the Internal Control System’s (ICS) objectives and the guidelines for their implementation; as well as in its evaluation. To supervise that financial information and accounting are prepared in accordance with the guidelines, dispositions and applicable accounting principles, and will follow on the external and internal audit activities and internal comptrollership, informing the Board regarding the development of the aforementioned.

Structure: Comprised exclusively by Independent Members and for at least 3 and up to 5 Members designated by the Banorte’s Board of Directors, proposed by the Chairman of such body.

Sessions:

  • Frequency: Whenever is needed.

Faculties

The Committee as the support government body to the Board of Directors, will have the faculty to comply with duties and perform the functions defined in the following operating rules

1 Request the opinion of independent experts in such cases where it is judged to be convenient, for the appropriate performance of their functions.

2. Have full availability of book, registers, facilities and the support of the employees’ entities under its responsibility.

3. Require involved officers of the financial entities under its responsibility, reports regarding the elaboration of financial and of any other type of information that it considers necessary for the execution of their duties.

4. Meet with the Board of Director, relevant GFNorte’s officers, internal comptroller, Internal and external auditor, authorities and investors.

Functions

The Committee, in the development of its activities, will stablish the necessary procedures for the general performance of its duties. In any case, Committee members shall take as a basis for their activities, information prepared by the Internal Comptroller, Internal and External Auditors as well as by the Management.

Below are the detailed functions by area:

* Other duties and responsibilities necessary for the performance of its functions.
 
6. Internal Control System

GFNorte places special attention to the internal control of its transactions, the origination, processing and disclosure of accounting and financial information to its investors, customers and suppliers, and to comply with the applicable regulations.

 
Internal Control Objectives and Guidelines**
  • Approved by the Board by request of the CAPS
  • Must be reviewed by the Board at least once a year.
  • The Board supervises compliance of this System, through reports presented by the CAPS and by the GFNorte’s CEO.
  • These guidelines determine the internal control actions and responsibilities of all the personnel, who are the core control element, and have specialized areas to support monitoring and surveillance of its risks and controls.
 
Structure

GFNorte’s current internal control structure has enabled us to create the proper control environment that facilitates the implementation of control activities, which has a positive effect on risk management, financial information reliability and the compliance with the regulation.

* Only for GFNorte’s subsidiaries.
** The “Internal Control Objectives and Guidelines” can be found at www.banorte.com / Corporate Governance.
 
Functions of the areas that support the General Management

Comprehensive Risk Management (UAIR): has an organizational dependence of the Management and functional reporting to the CPR.

Legal

*Perform control activities ti manage legal risk.

 

Comptrollership:

Functions are divided into: Central and Operational Comptrollership:

Central Comptrollership

Operational Comptrollership

In the main operational areas of the institution, there is a Process and Business Comptrollership comprised of personnel of the same operational area that maintain functional relationship with the central Regulations Comptrollership. These figures are deployed in Casa de Bolsa Banorte Ixe and SOFOMES (Arrendadora y Factor Banorte and Sólida Administradora de Portafolios).

Process and Business Comptrollership Function *: to assist the directors in charge of these operational areas in the analysis of their regulations, compliance and control functioning.

* For the corporate functions of Internal Accounting Control, Business Continuity, Regulations Management and Prevention of Money Laundering, have a functional relationship with the Corporate Comptroller.


The comptrollership is the area responsible for monitoring compliance with regulations on issues of financial services sales practices that apply to Banorte and Casa de Bolsa Banorte Ixe.

The Long Term Savings Sector has a corporate management for Control and Compliance in linear coordination with General Management and in matrix coordination with the Group’s Comptroller.

Functions are divided into: Central and Operational Comptrollership:

 
Internal Audit
  • Independent of Management, as the Internal Audit Managing Director reports directly to the Board of Directors.
  • Reporting functionally to the CAPS, which receives such reports and follows up on in the correction of its observations.
  • Participates in all committees with voice but no vote, except for the Human Resources Committee, since he belongs to it Seth forth by the regulation.
 
External Audit
  • Responsible firm for issuing an opinion on the financial statements of GFNorte and its subsidiaries.
  • As of the 2005 business year, the firm acting as External Auditor is Galaz, Yamazaki, Ruiz Urquiza, S.C. (Deloitte), which was hired by the Board by proposal of the CAPS; complying with the objective of incorporating new forms of external auditing.
  • The coordinating partner of the external audit takes part in the CAPS, which reviews the reports submitted and holds a special meeting to analyze the External Auditor’s opinion on the financial statements and its report on observations and recommendations.
 
Commissary
  • Applies only to GFNorte’s subsidiaries.
  • Is appointed by the Shareholders’ Assembly.
  • Its functions include evaluating the functioning and enforcement of the Internal Control System, as well as examining the Institution’s operations.
 
GFNorte’s Code of Conduct
  • Approved by the Board of Directors,
  • Establishes the standards that must be followed, in the professional activity of the board members, executives and employees of all the companies that comprise GFNorte, and is focused on directing their performance in business and relations with clients, suppliers, authorities and colleagues in order to consolidate GFNorte’s image as a strong, reliable company that always operates within the legal framework.

 

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