The structure and responsibilities of our Board of Directors comply with the highest standards of Corporate Governance at the same time that the operations of the Company follow an internal Code of Ethics through which professional business standards are established.
Governance Highlights
• Strong Board of Directors – institutional and independent – the majority of our Board members are independent
• The Audit, Compensation and Corporate Governance Committees are chaired by independent directors
• International standards of accountability and transparency
• Compliance with Sarbanes Oxley
• Full SEC registration and NYSE listing
• Compliance with the Best Practices Code recommended by the CNBV (the Mexican Securities and Banking Commission) and the BMV (the Mexican Stock Exchange);
• Founders remained committed with 35.1% of ownership
Board of Directors
The Company’s administration is trusted to a Board of Directors.
The Board has four committees:
• The Executive Committee, comprised of five directors, three of whom are independent and
• The Audit Committee, comprised of three independent directors,
• The Corporate Governance and Compensation Committee, comprised of two independent directors,
• The Risk Committee comprised of six directors, four of whom are independent.
These committees make vital recommendations in their areas of expertise to the Board’s decision making.
Additional to the Board’s committees, the Company has a Disclosure and Ethics Committees, as well as a Code of Ethics, which ensure the integrity and transparency of our Company.
Executive Committee
Our Executive Committee consists of Eustaquio Tomás de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Edward Lowenthal, Luis Alberto Harvey MacKissack and Rafael Matute Labrador. Among other duties and responsibilities, the committee acts on general planning and financial matters not reserved exclusively for action by the Board of Directors, including appointing and removing our CEO , members of management, and any of our employees; entering into credit agreements on our behalf; and convening shareholders’ meetings.
Audit Committee
Our Audit Committee consists of Wilfrido Castillo Sánchez Mejorada (Chairman), Edward Lowenthal, and Z. Jamie Behar. Our Board of Directors has determined that Mr. Castillo has the attributes of an “audit committee financial expert” as defined by the SEC and that each member of the Audit Committee satisfies the financial literacy requirements of the New York Stock Exchange. Our statutory auditor may attend Audit Committee meetings, although he does not have the right to vote. Among other duties and responsibilities, the committee issues opinions to the Board of Directors regarding related party transactions; where it deems appropriate, recommends that independent experts be retained to render fairness opinions in connection with related party transactions and tender offers; reviews the critical accounting policies adopted by the company and advises the Board of Directors on changes to such policies; assists the Board of Directors with planning and conducting internal audits; and prepares a yearly activity report for submission to the Board of Directors. The committee is also responsible for the appointment, retention, and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit review or attest services and for the establishment of procedures for the receipt, retention, and treatment of complaints received with respect to accounting, internal controls, or auditing matters and the confidential, anonymous submission by employees with regard to the same.
Corporate Governance and Compensation Committee
Our Corporate Governance and Compensation Committee consists of Luis Harvey Mackissack, and Edward Lowenthal. Among other duties and responsibilities, the committee identifies individuals qualified to become Board Members and makes recommendations to the Board of Directors and shareholders regarding director nominees; develops and recommends to the Board of Directors a set of corporate governance principles applicable to the company; and oversees the evaluation of the Board and Management. The committee also reviews and approves corporate goals and objectives relevant to CEO compensation; evaluates the CEO’s performance in light of those goals and objectives; determines and approves the CEO’s compensation level based on this evaluation; and makes recommendations to the Board with respect to non-CEO compensation, incentive-compensation plans and equity-based plans.
Risk Committee
Our Risk Committee consists of Eustaquio Tomás de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Edward Lowenthal, Luis Alberto Harvey MacKissack, Rafael Matute Labrador, and Wilfrido Castillo Sánchez-Mejorada. The committee reviews and approves the activities related to the contracting of hedging instruments of the Company.
Disclosure Committee
Our disclosure committee as approved by the Board of Directors is comprised of executives within management. This committee is chaired by the Investor Relations Officer and is comprised of the Chief Executive Officer, Chief Financial Officer, Comptroller Officer, Administrative and Accounting Officer and the General Counsel. Among other duties and responsibilities, the committee establishes the criteria to identify relevant information and reviews before publishing all documents that are to be presented to the general public as well as to buy side and sell side analysts. By doing this, the committee acts to ensure that the relevant information issued by the Company is accurate in all financial, economic and operative aspects.
Ethics Committee
Our ethics committee, as approved by the Board of Directors is comprised of executives within management. This committee is comprised of the Chief Executive Officer, the Executive Director of Human Resources and Corporate Responsibility, the General Counsel, the Executive Director of Internal Control and an external counsel. Among other functions, the committee acts to ensure that the Company complies with its code of ethics and determines the sanctions if certain actions are considered to be not in compliance therewith. The Committee also receives and processes complaints from the Company’s personnel.
Code of Ethics
Homex’ Code of Ethics is a written set of guidelines issued by the Company to its workers and management team to help them conduct their actions in accordance with its primary values and ethical standards, in benefit of different groups of interest usually related to Homex, such as clients, suppliers, shareholders, community and governmental authorities.