Corporate Governance
Governance
Technical Committee
The Technical Committee of a FIBRA acts in a similar capacity to the board of directors of a regular corporation.
At present, the Technical Committee of FibraShop consists of 20 members, 10 of which are regular and 10 are alternates; of these, 8 are independent members (4 regular and their alternates).
Regular Merbers
| Name | Title | Seniority in office | ESG experience |
| Salvador Cayón Ceballos | Chairman | 8 years | yes |
| Rafael Marcos Dayan | Regular member | 8 years | Yes |
| Cristina Rocha Cito | Propietario | 4 years | Yes |
| Mauricio Martín del Campo | Propietario | 3 years | Yes |
| Linda Marcos Dayan | Propietario | 3 years | Yes |
| Ramón Shabot Marcos | Propietario | 2 years | Yes |
| Francisco Javier Soní Ocampo | Independiente | 8 years | Yes |
| Enrique Ramírez Magaña | Independiente | 4 years | Yes |
| María Teresa Fernández Lambardini | Independiente | 3 years | Yes |
| Jorge Quinzaños Suárez | Independiente | 3 years | Yes |
| Mirshna Yoshabel Páez Villarreal | Secretaria del Comité | 2 years | Yes |
Profiles of the independent members
Francisco Javier Soní Ocampo
Certified Public Accountancy degree from Universidad Iberoamericana. Completed the Dartmouth University Executive Development Program. Managing Partner at PricewaterhouseCoopers Mexico (PwC) from July 2004 to June 2012. Member of the Stra-tegic Council for the PwC global network and leadership team for the Americas. After leaving PwC he was ap-pointed Executive Vice President and Chief Compliance and Real-Estate Officer for Walmart Mexico and Central America, a post he held for 18 months until January 2014.
Enrique Ramírez Magaña
María Teresa Fernández Labardini
Jorge Quinzaños Suárez
Alternate Members
| 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 Ruíz |
| Bosco Quinzaños Oria |
Technical Committee Charter
Our Technical Committee is our legal representative and is authorized to take any action in connection with our operations not expressly reserved to holders of our CBFIs. Our Technical Committee will have certain duties which may not be delegated, which include, among other things:
1
Authorizing the first issuance of our CBFIs, whether public or private and whether within or outside of Mexico and instructing the Trustee to perform all necessary acts for such purpose, including the execution of the contribution agreements, lease agreements, the Advisory Agreement and the Property Management Agreement.
2
Within 15 business days from the execution of the trust agreement, instructing the Trustee to appoint an accounting and tax advisor designated by the Technical Committee.
3
Establishing and/or modifying our investment policies, in compliance with our trust agreement. In order to amend the Eligibility Criteria, the unanimous approval of the independent members of our Technical Committee is required. The Technical Committee must also consider and analyze proposed investments and acquisitions recommended by our Advisor that do not comply with the Eligibility Criteria, and any approval of such investments or acquisitions requires, in addition to a recommendation of our Practices Committee, the approval of the Technical Committee, including the unanimous approval of the independent members of our Technical Committee.
4
Approving our policies with respect to related parties, as well as authorizing transactions with related parties, including our Advisor, our Management Subsidiary or any of our Key Holders, for which the affirmative vote of the majority of the independent members of our Technical Committee will also be required. Our Technical Committee will define the transactions that do not require its prior authorization and will appoint the person who are authorized to execute such transactions.
5
Authorizing and appointing a substitute management subsidiary when the Management Subsidiary is no longer able to perform its duties, and instructing the Trustee to execute a replacement management agreement, with the recommendation from our Practices Committee.
6
Appointing and, in the case of “cause” as defined in our trust agreement, removing our Advisor, in accordance with the terms of our Advisory Agreement, which shall require a recommendation from our Practices Committee, and, if applicable, instructing the Trustee to designate a substitute advisor and to execute a replacement Advisory Agreement, with the recommendation from our Practices Committee.
7
Establishing our accounting policies, with the prior opinion of our Audit Committee.
8
Approving our and the Advisor’s internal controls and internal audit rules, with the prior opinion of our Audit Committee.
9
Approving the execution of insurance policies covering members of our Technical Committee and officers of our Advisor and our Management Subsidiary, with the prior opinion of our Audit Committee.
10
Approving, with the prior opinion of our Audit Committee, our financial statements for consideration at a meeting of holders of our CBFIs.
11
Informing the Trustee in respect of any material fact that has come to Technical Committee’s attention and instructing the Trustee to request that the Advisor and the Management Subsidiary inform the Trustee of any recent material facts.
12
If applicable, approving, together with the vote of a majority of the independent members, at the request of our Advisor, amendments to one or more of our lease agreements to provide for necessary adjustments in the basis for the calculation of rent under such agreements.
13
If applicable, with the approval of our Management Subsidiary and the independent members and the recommendation of our Practices Committee, amendments to our Eligibility Criteria.
14
Establishing our leverage policies (provided that for our first fiscal year our Technical Committee has established the leverage policies described under ‘‘Policies with Respect to Certain Activities—Leverage Policies’’).
15
Establishing disposition policies with respect to our assets, subject to and in accordance with the provisions of our trust agreement, which disposition policies are described under ‘‘Policies with Respect to Certain Activities—Disposition Policies’.
16
Approving our distribution policies, and any particular distributions exceeding 95% of our taxable net income.
17
Establishing our Audit Committee and Practices Committee, each of which will be exclusively comprised of independent members.
18
Instructing the Trustee to execute contribution agreements and Trust joinder agreements and to acquire contributed properties.
19
Appointing and removing, with our Audit Committee’s recommendation, our external auditor.
20
Appointing and removing, with our Audit Committee’s recommendation, our external auditor.
21
Establishing the nominations committee.
22
Instructing the Trustee to disclose certain statutory events referenced in the Mexican Securities Market Law, including all agreements whose purpose is contrary to an opinion of our Audit Committee or Practices Committee.
23
Establishing the terms and conditions of any offer and sale of CBFIs that has been approved by the meeting of holders of CBFIs.
Independent Board Member
Independent Board Member An Independent Board Member is a person who fulfills the requirements established in Article 26 of the Securities Market Law, with the understanding that independence will be qualified with respect to the Control Group, the Fiduciary, the Advisor, and the Administrator. This person should therefore not be any of the following: (i) directors or managers of any member of the Control Group or the companies that comprise the corporate group or consortium to which any of those companies belong, or their corporate examiners, where applicable; this limitation will only apply with respect to the individuals who have been in those positions for the 12 (twelve) months immediately prior to the appointment date; (ii) any individual who has significant influence or representational authority in any company that is a member of the Control Group, or in any of the companies that comprise the corporate group or consortium to which any of those companies belong; (iii) shareholders who are part of the group of people who maintain control over the members of the Control Group; (iv) clients, service providers, debtors, creditors, partners, board members, or employees of a company that is a significant client, service provider, supplier, debtor or creditor of any member of the Control Group; a client, service provider, or supplier is significant when sales to any company that is a member of the Control Group or the companies that comprise the corporate group or consortium to which they belong (as applicable) represent more than 10% (ten percent) of the total sales of the client, service provider, or supplier, for the 12 (twelve) months prior to the date of appointment; similarly, a debtor or creditor is significant when the amount of a credit is greater than 15% (fifteen percent) of the assets of any member of the Control Group or of the companies that comprise the corporate group or consortium to which they belong (as applicable) or their counterpart; (v) the relevant directors or employees of any Tenant that represents 10% (ten percent) or more of Real Estate Rent revenues or of the companies that comprise the corporate group or consortium to which said Tenant belongs, as well as their corporate examiners, where applicable; such limitation will only apply with respect to the individuals who were in those positions for the 12 (twelve) months immediately prior to the appointment date; (vi) individuals who had performed the functions of external auditor of the Trust or of the Administrator, or of any of the companies that comprise the corporate group or consortium to which any member of the Control Group belongs for the 12 (twelve) months immediately prior to the appointment date (in conformance with the terms established by Article 24 (twenty-four) of the Securities Market Law); and (vii) those who are related by blood or marriage out to the fourth degree, as well as the spouses or partners of the individuals referred to in sections (i) to (v) above.
The Independent Members of the Technical Committee must be appointed based on their experience, ability, and professional reputation, and they must be able to perform their functions free of any conflict of interest, without consideration of their personal, equity, or financial interests. The independence of those members will have to be determined by a majority of votes of the Shareholders in the Shareholders’ Meeting in which they have been appointed or ratified. The determination of whether a member of the Technical Committee is independent will consider, among other things, their relationship with the members of the Control Group and their Related Parties. Without prejudice to the foregoing, a person cannot be an Independent Member if they are:
I
Directors or managers of the members of the Control Group or of the companies that comprise the corporate group or consortium to which the members of the Control Group belong, as well as their examiners, where applicable; such limitation will only apply with respect to the individuals who had been in those positions for 12 (twelve) months immediately prior to the date of appointment;
II
Any individual who has significant influence or power of mandate over the members of the Control Group or in any of the companies, the corporate group, or the consortium to which the members of the Control Group belong;
III
Shareholders who are part of the group of companies that maintain control of the members of the Control Group;
IV
Clients, service providers, suppliers, debtors, creditors, partners, board members, or employees of a company that is a significant client, service provider, supplier, debtor or creditor of the members of the Control Group; a client, service provider or supplier is significant when the sales of the members of the Control Group or of the companies that comprise the corporate group or consortium to which the members of the Control Group belong (as applicable) represent more than 10% (ten percent) of the total sales of the client, service provider or supplier, for the 12 (twelve) months prior to the date of appointment; likewise, a debtor or creditor is significant when the amount of the credit is greater than 15% (fifteen percent) of the assets of the members of the Control Group or of the companies that comprise the corporate group or consortium to which the members of the Control Group belong (as applicable), or their counterpart;
V
Directors or managers of any Tenant who represents 10% (ten percent) or more of the revenues for Real Estate Rents or the companies that comprise the corporate group or consortium to which that Tenant belongs, as well as their examiners, where applicable; such limitation will only apply with respect to the individuals who were in those positions for the 12 (twelve) months immediately prior to the date of appointment;
VI
Companies that have performed the functions of external auditor of the Trust or the Administrator, or for any of the companies that comprise the corporate group or consortium to which the members of the Control Group belong during the 12 (twelve) months immediately prior to the date of the appointment (in conformance with the terms established in Article 24 of the Securities Market Law); and
VII
Individuals who are related by blood or marriage out to the fourth degree, as well as spouses and partners of any of the individuals referred to in sections (i) to (vi) above.