Technical Committee
The Technical Committee plays a key role in strategic oversight and decision-making, with a focus on the responsible management of the economic, environmental, and social impacts arising from our operations.
Its main responsibilities include:
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Reviewing and approving Fibra Shop's sustainability strategy, aligned with the Sustainable Development Goals (SDGs), international standards such as SASB and GRI, and principles of good corporate governance. This strategy considers ESG risks and opportunities and is periodically updated based on the Double Materiality Analysis and the conditions of the operating environment.
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Receiving periodic reports from the ESG Committee, which is responsible for coordinating and implementing sustainability initiatives. These reports include key performance indicators on topics such as environmental certifications, energy efficiency, waste management, social programs, and compliance with ethics, integrity, and Human Rights.
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Assessing the economic results of strategic decisions by analyzing the financial and operational performance of the shopping centers, aiming to ensure long-term value creation.
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Integrating sustainability considerations into strategic decision-making, with a focus on responsible management of impacts on the economy, the environment, and society.
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Approving, based on the opinion of the Audit Committee, guidelines related to the internal control and audit of the Trust, as well as those applicable to the Administrator and third parties contracted by the trustee.
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Instructing the trustee on the exercise of corporate and economic rights related to the Administrator's equity interests, whether directly or indirectly.
Technical Committee Attendance
Our bylaws establish a minimum attendance requirement for the Committee sessions to be considered validly constituted. The majority of its regular members or their respective alternates must be present, and resolutions must be adopted by a majority vote of the members present, except in cases previously outlined in the Trust, where the favorable vote of the majority of Independent Members will also be required. Each attending member shall have the right to one vote.
Duties and Restrictions for Executive Positions
Regarding the restriction on executive positions in the boards of directors of other public companies, the Trust requires the duties of diligence, loyalty, and responsibility from the members of the Technical Committee as outlined in the Securities Market Law. These duties include acting in good faith and in accordance with the interests of the Trust, maintaining the confidentiality of the information received in relation to the performance of their obligations, and refraining from discussing or voting on matters where a member of the Technical Committee has a conflict of interest. In case of violations of these duties, liability actions for damages may be pursued, benefiting the Trust, and may be initiated by the Trust or by holders representing 5% or more of the outstanding CBFIs.
Members
| NAME | AGE |
|---|---|
| Salvador Cayón Ceballos | Proprietary |
| Cristina Rocha Cito | Proprietary |
| Luis Fernando Briones | Proprietary |
| Rafael Marcos Dayan | Proprietary |
| Linda Marcos Dayan | Proprietary |
| Ramón Shabot Marcos | Proprietary |
| Francisco Javier Soní Ocampo | Independent |
| Enrique Ramírez Magaña | Independent |
| María Teresa Fernández Labardini | Independent |
| Jorge Quinzaños Suárez | Independent |
Alternates
| NAME |
|---|
| Carlos Alberto Casas Razo |
| Salvador Rocha Cito |
| Luis Fernando Briones Guzmán |
| Eduardo Alejandro Martínez Escoto |
| Francisco Humberto Peralta Bengoechea |
| Rodrigo Granados Ortigoza |
| Romeo Vizanni Fuentes |
| Alberto Herrejón Abud |
| Carlos Enrique Mainero Ruiz |
| Bosco Quinzaños Oria |
| Mirshna Yoshable Páez Villarreal |
* 40% of the members are independent; 30% are women, and they have an average tenure of 7.36 years.
Corporate Practices Committee
The Corporate Practices Committee is made up of three independent members appointed by the Technical Committee, which ensures objectivity in the analysis and resolution of matters within its purview. This Committee adopts resolutions by simple majority, and its Chair is appointed by the Technical Committee.
Its main function is to strengthen transparency and support the integrity of decision-making, particularly in matters related to significant transactions, in accordance with principles of fairness, and value creation for investors.
Its main responsibilities include:
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Analyzing and issuing opinions to the Technical Committee on related-party transactions, including those involving the control group.
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Evaluating market information and sector conditions to support decision-making related to the assets that make up the trust's estate.
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Contributing to the oversight of corporate practices that promote transparency and protect holders' interests.
Corporate Practices Committee
| RELATED MEMBERS | ALTERNATES |
|---|---|
| María Teresa Fernández Labardini (Chair) | Carlos Enrique Mainero Ruiz |
| Enrique Ramírez Magaña | Alberto Herrejón Abud |
| Jorge Quinzaños Suárez | Bosco Quinzaños Oria |
* 100% of members are independent, and 30% are women.
Audit Committee
The Audit Committee is made up of three independent members selected by the Technical Committee, which reinforces impartiality in the oversight of financial, internal control, and compliance processes. This Committee adopts resolutions by simple majority.
Its work focuses on supporting the reliability of financial information, the effectiveness of control mechanisms, and compliance with applicable provisions.
Its main functions include:
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Assessing the performance of the External Auditor, as well as analyzing their reports, opinions, and recommendations.
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Reviewing and discussing the organization's financial statements.
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Inform the Technical Committee about the staInforming the Technical Committee about the financial situation and audit results.tus of the internal control system.
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Requesting the opinion of external advisors when deemed necessary.
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Requesting information from the administrator, trustee, and other parties responsible for operations, internal control, and the preparation of financial information.
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Analyzing possible instances of regulatory non-compliance or deviations from internal policies.
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Addressing observations and reports submitted by holders, creditors, and other stakeholders.
Audit Committee
| RELATED MEMBERS | ALTERNATES |
|---|---|
| Francisco Javier Soní Ocampo (Chair) | Rafael Lamadrid Berrueta |
| Enrique Ramírez Magaña | Alberto Herrejón Abud |
| Jorge Quinzaños Suárez | Jorge Quinzaños Oria |
* 100% of members are independent.
Compensation Committee
It consists of four members and its objective is to analyze and assess the goals, targets, and performance of the executives responsible for the administration of FibraShop to determine the payment of their respective bonuses and remuneration.
30% OF OUR MEMBERS ARE INDEPENDENT.
Compensation Committee
| Related Members | Alternates |
|---|---|
| Salvador Cayón Ceballos | Luis Fernando Briones Guzmán |
| Francisco Javier Son Ocampo | Romeo Vizzani Fuentes |
| Enrique Ramírez Magaña | Alberto Herrejón Abud |
| Cristina Rocha Cito | Mauricio Martin del Campo |
| Linda Marcos Dayan | Francisco Humberto Peralta Bengochea |
Nomination Committee
The Nominations Committee is initially composed of three independent members appointed by the Technical Committee. In addition, the Holders’ Assembly has the authority to appoint up to two additional members from within the Technical Committee itself. The Technical Committee is also responsible for appointing the Chair and Secretary of this Committee.
This Committee plays a key role in strengthening governance, ensuring that the composition of governing bodies reflects principles of independence, experience, and technical capability.
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Identifying, analyzing, and evaluating candidates for appointment as independent members of the Technical Committee.
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Proposing to the Holders' Assembly the appointment of independent members of the Technical Committee.
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Reviewing and analyzing matters that may involve potential conflicts of interest.
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Issuing an opinion, through the Audit Committee, regarding the removal of Technical Committee members, as well as the appointment or removal of first- and second-level officers of the Administrator.
Comité de Nominaciones
| RELATED MEMBERS | ALTERNATES |
|---|---|
| María Teresa Fernández Labardini (Chair) | Carlos Enrique Mainero Ruiz |
| Francisco Javier Soní Ocampo | Rafael Lamadrid Berrueta |
| Enrique Ramírez Magaña | Alberto Herrejón Abud |
* 100% of the members are independent y 33% are women.
Investment Committee
The Investment Committee is responsible for evaluating and analyzing decisions related to the acquisition and development of assets, ensuring they are made based on technical, financial, and market considerations.
This Committee contributes to strategic decision-making by evaluating investment opportunities and considering profitability, risk, and alignment with portfolio objectives.
Its main function is to evaluate alternatives for the acquisition and development of shopping centers, ensuring that decisions are made based on objective criteria and with appropriate consideration of potential conflicts of interest.
Investment Committee
| RELATED MEMBERS | ALTERNATES |
|---|---|
| Salvador Cayón Ceballos | Cristina Rocha Cito |
| Enrique Ramírez Magaña | Alberto Herrejón Abud |
| Rafael Marcos Dayan | Linda Marcos Dayan |
| Juan José Del Río Rodarte | Gabriel Ramírez Fernández |
| Jorge Quinzaños Súrarez | Bosco Quinzaños Oria |
* 40% of members are independent.
ESG Comittee
The ESG Committee is responsible for coordinating and monitoring the implementation of the sustainability strategy, striving to ensure its alignment with business objectives and ESG best practices.
Its main functions include:
- Overseeing progress in the execution of the sustainability strategy.
- Validating the ESG information reported to stakeholders.
- Advising and collaborating with other committees on sustainability-related matters.
| MEMBERS |
|---|
| Francisco Javier Soní Ocampo (Chair) |
| Gabriel Ramírez Fernández |
| Irvin García Millán |
| Edgar Rodríguez Aguilera |
| Carlos Martínez Cervantes |
| Leticia Álvarez Hernández |
| Karla Paola González |
| Mary Carmen Hernández (ESG Manager) |
| Patricio Herrera Jurado (ESG Analyst) |