Nominations Committee

Nominations Committee Charter

The meeting of the holders of CBFIs is responsible for appointing the members of our Nominations Committee, which shall be comprised of a minimum of five members. The Nominations Committee will be initially comprised of three independent members of the Technical Committee. The meeting of holders of CBFIs will be responsible for appointing the other two members of the Nominations Committee. At least a majority of the members of our Nominations Committee must be independent members of our Technical Committee. The Technical Committee will appoint the chairman and the secretary of the Nominations Committee. The members will serve on the Nominations Committee for one year and may be re-elected.

 

Our Nominations Committee shall meet at any time upon notice from the chairman or secretary of our Technical Committee or any two members of our Technical Committee. The quorum for a meeting of our Nominations Committee will be a majority of its members, and resolutions of our Nominations Committee shall be valid when adopted by the affirmative vote of at least a majority of the members present. The meeting of the holders of CBFIs may, in its discretion, accept or reject the recommendations of our Nominations Committee, and any dispute regarding the effect of the recommendations made by our Nominations Committee shall be resolved at an extraordinary meeting of the holders of CBFIs.

 

Our Nominations Committee is responsible for such matters as shall be determined by our Technical Committee including, among other things:

Our Nominations Committee will support its nominations of independent members to our Technical Committee by certifying, to the satisfaction of the meeting of holders of CBFIs, the independence, experience and professional recognition of the candidates, and will also assess whether any potential conflicts with our interests exists with respect to such candidates.

  1. Searching, analyzing and evaluating candidates for election or appointment as independent members of our Technical Committee.
  2. Proposing to the meeting of the holders of CBFIs individuals who, in the committee’s opinion and based on their satisfaction of the independence requirements under the Mexican Securities Market Law, may join our Technical Committee as independent members, or when applicable, as substitute members to such independent members.
  3. Monitoring and reviewing all matters relating to the independence of the independent members of our Technical Committee, including any potential conflicts of interest.
  4. Proposing to the meeting of the holders of CBFIs or our Technical Committee, as appropriate, the remuneration, if any, paid to members of the Technical Committee.
  5. Advising the holders, as to the removal of members from the Technical Committee.
  6. Appointment and removal of the first and second level employees of the Management Subsidiary.
  7. Any other duties assigned to it by the meeting of holders of CBFIs or our Technical Committee.

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