Corporate Governance
(102-18, 102-20, 102-22, 102-24, 102-28, 102-36)
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Board of Directors
(102-23)
Because we are legally established as a publicly-traded corporation, our Board of Directors must by law consist of a maximum of 21 members, and 25% of these must be independent and chosen by shareholders in the Annual Meeting on the basis of their experience, capacity and reputation.
Our Board of Directors is tasked with overseeing the management of the business and establishing the broad strategies for application of the Sustainability Model for Grupo Lala and its subsidiaries, all in keeping with the Securities Market Act and our corporate bylaws. Board meetings may be officially called to order with a quorum of 80% of members present.
The Board of Directors is made up of individuals of outstanding labor and professional experience in the
strategic areas of Finance, Sales and Marketing, primarily.
Chairman*
Eduardo Tricio Haro
Related Board Members
Marcelo Fulgencio Gómez Ganem
Juan Carlos Larrinaga Sosa
José Manuel Tricio Cerro
Independent Board Members
Arquímedes Adriano Celis Ordaz
Blanca Avelina Treviño de Vega
Juan Pablo del Valle Perochena
Pablo Roberto González Guajardo
Rafael Robles Miaja
Secretary
Mauricio Gárate Meza
*The Chairman does not hold an operating position in the company
The Audit and Corporate Practices Committee is made up of the Chairman and three independent board members, who are responsible for supervising the external audit of the company, notifying the Board of irregularities in internal control, examining transactions with related parties, supervising the activities of the Chief Executive Officer and finance area, and preparing an annual report of its activities.
The Audit and Corporate Practices Committees consists solely of independent Board members.
The Committee also has other duties, among them drafting recommendations for the Board regarding the performance of key executives, transactions with related parties, requests for the opinion of independent experts, calling shareholders’ meetings and helping to prepare reports for the General Annual Ordinary Shareholders’ Meeting.
Audit and Corporate Practices Committee
Chairman
Rafael Robles Miaja
Independent Members
Juan Pablo del Valle Perochena
Pablo Roberto González Guajardo
Blanca Avelina Treviño de Vega
We also have a Compensation Committee, which handles the Compensation and Evaluation duties established in the Code of Best Corporate Practices (which Lala has adopted) as well as others assigned to it by the Board of Directors.
The members of this Committee were appointed by the Board of Directors and later ratified by the General Shareholders’ Meeting. Its primary duties are: (i) suggesting criteria for the evaluation and compensation of the Chief Executive Officer and other high-level officers of the company, and establishing severance pay in the event of dismissal of the Chief Executive Officer; (ii) analyzing the Chief Executive Oficer’s proposal on the compensation structure and criteria for company personnel; (iii) analyzing and presenting a succession plan to the Board for its approval regarding the Chief Executive Officer and other high-level officers of the company.
The Compensation Committee is made up of two independent members and one related member:
Chairman
Pablo Roberto González Guajardo
Member
Juan Pablo del Valle Perochena
Member
Eduardo Tricio Haro
During their General Annual Meeting, Lala shareholders determine the compensation to be paid to Board Members and Committee members based on their attendance at each of the meetings that have been held during the year.
In the Finance Committee, decisions are analyzed by the team reporting directly to the CFO, and then presented to the Board for approval in the Audit and Corporate Practices Committee, where each quarter key decisions in the financial area are reviewed, including hedge policies, mergers and acquisitions, corporate structures, tax planning strategies, and others.
The strategic and sustainable vision of our management team has empowered our company’s growth. We have invested in various markets and we continue to defend our position as industry leaders.
We encourage the development and commitment of all our personnel through productivity bonuses that are calculated and set on the basis of their performance. Furthermore, for senior management, we have a corporate stock plan that ensures they work in a manner consistent with value generation for the company and with the interests of our shareholders, through compliance with their strategic mandates and business goals, in order to encourage a culture of high performance.
Minority shareholders enjoy the protections established in the Securities Market Act and the General Business Corporations Law as well as our own bylaws.
Stock information
LALA series B shares have been listed on the Mexican Stock Exchange (BMV) since October 16, 2013, under the ticker symbol “LALA B.”
Forward-looking statements
This document contains certain predictions, projections and forward-looking statements regarding the financial situation, operating results and operating and business information for Grupo Lala and its subsidiaries, as well as the Company’s plans and objectives regarding these matters.
This report does not constitute an offering of securities by LALA, and has been prepared solely for informational purposes.
Ethics and Human Rights
Code of Conduct
(102-16, 102-17)
As a group, we abide by a strict Code of Conduct that guarantees the physical, ethical and moral integrity of all of our stakeholders. Abiding by this code in all our daily activities is what enables us to meet our goals year after year.
Our Code of Conduct stresses four core issues:
- Relations with clients.
- Relations with suppliers.
- Relations with the competition.
- Relations with the authorities
In accordance with the Federal Labor Law and Official Mexican Standards that govern working conditions, we guarantee the basic rights of our personnel to health, safety, a hearing of their grievances and suggestions, and others.
In Mexico, we provided 10,969 hours of training in matters relating to the Code of Conduct, Human Rights and the Battle against Corruption.
In Central America, we invested 1,063 hours of training in areas relating to the Code of Conduct
Formal Grievance Mechanisms
(102-33)
Any situation relating to breaches of Lala’s Code of Conduct, which is published on the company’s website, may be reported anonymously by stakeholders through a hotline that operates 24 hours a day, seven days a week. Every report received by the hotline is followed up by the Ethics Committee, which addresses, investigates and responds on the matter.
We make our Code of Conduct available to supplier companies through the payments portal.
Membership in Associations and Chambers
(102-13)
As part of our strategy, we participate in a number of national and multilateral trade organizations including associations and chambers, through which we can take action to improve conditions for development of our industry and our business, in keeping with our own mission, vision and values.
High-level business organizations
We are also members of various high-level business organizations that interact with public and private organizations. Among them:
Mexico
- Mexican Business Council (Consejo Mexicano de Negocios, CMN)*.
- National Agricultural Council (Consejo Nacional Agropecuario, CNA)*.
- National Confederation of Business Chambers (Confederación Nacional de Cámaras Industriales, CONCAMIN).
- Consejo Coordinador Empresarial (CCE)
Costa Rica:
- Costa Rican Chamber of Industry and Commerce (Cámara de Industria y Comercio de Costa Rica, CICOMEX)
- Costa Rican Food Industry Chamber (Cámara Costarricense de Industria Alimentaria, CICIA)
Nicaragua
- Nicaraguan Chamber of Industry (Cámara de Industria de Nicaragua, Cadin)*.
- Nicaraguan Chamber of Commerce and Services (Cámara de Comercio y Servicios de Nicaragua, CCSN)*.
- Nicaraguan Association of Producers and Exporters (Asociación de Productores y Exportadores de Nicaragua, APEN)
- Nicaragua-Mexico Chamber (Cámara Mexicana Nicaragüense)
Guatemala:
- Chamber of Industry (Cámara de Industria)
- Chamber of Food and Beverages (Cámara de Alimentos y Bebidas)
- Chamber of Milk Producers (Cámara de Productores de Leche)
Organizations related to our business
To encourage attention to and monitoring of policies and regulations affecting the industry in which we operate, we are also involved in the following organizations:
Mexico
- National Association of Private Transport (Asociación Nacional de Transporte Privado, ANTP)*.
- National Chamber of Manufacturing Industries (Cámara Nacional de la Industria de la Transformación, CANACINTRA)*.
- National Chamber of Dairy Industrials (Cámara Nacional de Industriales de la Leche, CANILEC)*.
- Mexican Consumer Products Industry Council (Consejo Mexicano de la Industria de Productos de Consumo, A.C., ConMexico).
Nicaragua
- Nicaraguan Dairy Industry Chamber (Cámara Nicaragüense del Sector Lácteo, Canislac)*.
- Nicaraguan Association of Producers and Exporters (Asociación de Productores y Exportadores de Nicaragua, APEN)*.
Costa Rica
- National Chamber of Milk Producers (Cámara Nacional de Productores de Leche, PROLECHE).
United States
- International Dairy Foods Association, IDFA)
Internacional
- Pan-American Dairy Federation (Federación Panamericana de Lechería, FEPALE)*.
*Occupying key positions on their advisory councils.
Investor contact and information
(102-3, 102-4, 102-5, 102-53)
Grupo Lala, S.A.B. de C.V. Corporate Headquarters
Calzada Carlos Herrera Araluce 185, Parque Industrial Carlos A. Herrera Araluce, Gómez Palacio, Durango, Postal Code 35079
Investor Relations
Mariana Rojo
Estefanía Vázquez
+52 (55) 9177 5900
[email protected]
Social Responsibility
Rafael Garza
+52 (871) 729 3100
[email protected]
Independent Auditors
Galaz, Yamazaki, Ruiz Urquiza, S.C. (Deloitte)
Boulevard Independencia 1819-B Ote. Colonia San Isidro, Torreón, Coahuila, Postal Code 27100
Lala Administración y Control, S.A. de C.V.
Calzada Carlos Herrera Araluce 185, Parque Industrial Carlos A. Herrera Araluce, Gómez Palacio, Durango, Postal Code 35079, México.