Es

Corporate
governance

Corporate
governance

102-18, 102-19, 102-20, 102-22, 102-23, 102-26, 102-27, 102-28, 102-29, 102-30, 102-31, 102-32, 202-2

We have a solid Corporate Governance model that helps assure the transparency, commitment and vitality of Pochteca culture and values.

Costa Rica

CorporateGOVERNANCE

CorporateGOVERNANCE

Our Board of Directors is comprised of 21 propietary members, who are elected by the Ordinary General Shareholders Meeting and, at least 25% of these must be independent. Actually, seven of the ten propietary members are independents, there by exceeding the legal requirement. In addition, the Board of Directors designates a Secretary who is not a member of the Board. The Board of Directors is supported by an Audit and a Corporate Practices Committee.

Board of directors
Proprietary members Alternate Members
Armando Santacruz González Chairman Federico Santacruz González
Margarita Hugues Vélez*
Eugenio Santiago Clariond Reyes*
Eugenio Gerardo Manzano Alba
Francisco Javier del Valle Perochena Antonio del Valle Perochena
Francisco Javier Moguel Gloria*
Ernesto Moya Pedrola*
Francisco Javier Ruiz Galindo y Terrazas*
José Antonio Vértiz Pani*
Fernando Benjamín Ruiz Sahagún*
Juan Pablo del Río Benítez SECRETARY, NON MEMBER
Almaquio Basurto Rosas Pro-SECRETARY, NON MEMBER

* Independent board members

BREAKDOWN OF EXECUTIVE POSITIONS BY GENDER

10% Women

90% Men

92% of senior executives are Mexican

AUDIT AND CORPORATE PRACTICES COMMITTEE

Francisco Javier Moguel Gloria CHAIRMAN

Francisco Javier Ruiz Galindo y Terrazas MEMBER

Margarita Hugues Vélez MEMBER

Juan Pablo del Río Benítez SECRETARY, NON MEMBER

Ethics and Integrity

Ethics and Integrity

GRI 418: 103-1, 103-2, 103-3

102-17, 418-1

Pochteca’s values define our Company’s approach to how we should conduct our business. We are convinced that as a company we must promote compliance with all laws and regulations applicable to our business and act with respect and integrity toward our stakeholders.

In the same way, and in order to assure strict compliance with the Federal Law on Protection of Personal Data Held by Third Parties, we established a Privacy Committee for the initial purpose of developing an action plan and oversee its implementation so as to address vulnerabilities detected in a diagnosis test of compliance with the aforementioned law. During 2018, we received no reports that indicated any compliance failures.

Mexico - Leon

El Salvador

Code of Ethics

Code of Ethics

GRI 205, 206, 405, 406, 407, 408, 409, 412, 415, 418, 419: 103-1, 103-2, 103-3

102-17, 102-25, 205-2, 412-2, 419-1

As part of our strategy in support of anticorruption practices, in 2018 we received the results of the study “Mexicanos Contra la Corrupción y la Impunidad y Transparencia” (Mexicans Against Corruption and Impunity, Mexican Transparency), by the digital platform Integridad Corporativa 500 (IC500). We were listed among Expansión magazine’s 500 Top Mexican Companies, ranked 349th with a 27.5 score, enabling the possibility to identify the features companies must integrate as part of their anticorruption policies. According to that evaluation, and in combination with the work plan implemented in association with Mexico Unido Contra la Delincuencia (Mexico United Against Crime or MUCD), we undertook an exhaustive review of all the documents that form part of our culture, a process that led to us updating our values and Code of Ethics with the aim of defining Pochteca’s position on matters of:

Non discrimination

Equal opportunities

Anti-bribery and anti-corruption policies

Child labor

Conflicts of interest

Compliance with applicable laws

Confidentiality and information management

Personal data protection

We assure compliance of the Company’s Code of Ethics and policies through a transparency line that our stakeholders can easily access, and through which any deviation can be reported. Similarly, all of the information generated by the reviews is always available in our web page’s “Transparency-anticorruption” section.

When producing the reviews we use an independent firm for applying a methodology to safeguard the integrity of the personal data and confidential information of the persons and media that file reports, which they can do by email, phone and our web page. Our Ethics Committee is in charge of investigating all reported cases and adopting the appropriate responses.

One result of our good practices is the absence of any Code of Ethics violations or any instances of legal accusations of disloyal competition on our part.

Our Code of Ethics serves as a guide with which to align our activities and conduct.

It spells out our policies of:

  • Right to free association
  • Non discrimination and equal opportunities
  • Ban on forced and child labor
  • Integrity and equality of all people
  • Upright conduct
  • Leadership with respect
  • Informational veracity
  • Proper use of tools
  • Confidentiality
  • Fair treatment
  • Discretion

The information contained in our Code of Ethics is transmitted to all our employees from the moment they join the company and we continuously reinforce that awareness. We also share the code with our customers and suppliers so that they can also abide by it.

We provide our employees, customers, suppliers and neighboring communities with access to our Transparency Line mechanism, through which they can report any deviation from, or non-compliance with, our policies and Code of Ethics. An independent firm handles such complaints in order to assure anonymity and confidentiality. The information thus collected is assessed and applied by the Ethics Committee to develop the appropriate action plans.

It is possible to report any deviation of our employees from our Code of Ethics through:

• Email

• Phone line

• Web page

During 2018, this mechanism produced the following results:

In 2018, we had 21% decrease in reported cases compared to 2017. However, during the activities carried out within the culture of legality program, we detected that there are cases that are not reported due to lack of certainty of the consequences that exist when they happen. For this reason, we have decided to carry out changes to the reporting procedure and give certainty of anonymity to the whistleblowers, especially to the attention and follow-up.

The changes in the platform that will be made are:

• Whistleblowers can follow up to the anonymous tip that they raised, through a password and number, provided by the system when registering.

• Definition of menus for the necessary information selection to carry out the right investigation of the event.

454%10%8%5%5%5%2%2%3%3%3%3% 4.1En Manipulating and/or falsifying Company records -2 Employee harassment - 21 Improper use of assets -2 Theft -1 Workplace negligence - 4 Sexual harassment - 2 Risky safety conditions - 2 Workplace violence -1 Unethical benefits / dealings with suppliers - 3 Unethical benefits / dealings with clients - 1 Conflicts of interest - 1

El Salvador

Costa Rica

We will take advantage of the second phase of our Culture of Legality program to reinforce complaints and communicate the aforementioned improvements made to this tool.

This program will be developed in association with México Unido Contra la Delincuencia (Mexico United Against Crime), based on the following process:

6En Management Training Accompaniment Evaluation

We have also updated the internal rules and policies that compliment the Code of Ethics such as the confidentiality, unfair competition, and information handling agreement, as well as internal work rules and ones governing our IMS system.

UPDATING OUR CODE OF ETHICS
Company Women Men Grand Total
Argostal 2 91 93
TLYDSA 42 42
Total employees 2 133 135
Grand total 1,436 939 1,436
Porcentage covered 9%

We are committed to respecting and supporting the ban on child labor, forced labor, and human rights compliance assessments. We share these guidelines with our suppliers through our Supplier Manual.

Furthermore, we have a Privacy Committee responsible for assuring compliance of Mexico’s Federal Law on Protection of Personal Data Held by Individuals (LFPDPPP). The committee’s duties include verifying whether our privacy notices are available to customers and assuring that personnel safeguarding information remain fully aware of the importance of complying with the aforementioned law. In the event of any complaints of LFPDPPP compliance failures, the Privacy Committee is in charge of conducting the corresponding investigations and coordinating corrective actions to address problems that led to the complaint.

Pochteca’s departments of Human Resources and Finance are responsible of establishing controls and monitoring their fulfillment so as to guarantee compliance with applicable legislation and social and economic requirements.

During 2018, we received no reports of failures to comply with the Federal Law on Protection of Personal Data Held by Individuals (LFPDPPP)

We have included in our Culture of Legality training "I do the right thing" as well as a review of our Code of Ethics and Pochteca's Values, for a total of 7,648 hours