Corporate Governance

(SRS 102-18, 102-22, 102-26, 102-26, 102-34, 102-36, 405-1)

Maintaining sound Corporate Governance is essential to safeguarding the interests of shareholders, customers, employees, suppliers and the communities we serve. Given its importance, the Board of Directors is the supreme body responsible for taking the necessary actions to ensure good Corporate Governance.

Corporate Governance is one of our essential elements in the strategy of creating value. Maintaining sound Corporate Governance is essential to safeguarding the interests of our shareholders, customers, employees, suppliers and the communities we serve. Given its importance, Grupo Financiero Banorte’s Board of Directors is the supreme body responsible for taking the necessary actions to ensure good Corporate Governance.

Among the functions of Corporate Governance is to provide the necessary elements to achieve the effective and efficient functioning of the governing bodies, reflecting directly in the transparency of decision-making, as well as to promote mechanisms to regulate relations between shareholders, Government bodies, the administration and interested third parties.

In this sense and in order to guarantee a healthy Corporate Governance, the following governing bodies have been established:

  • Audit and Corporate Practices Committee
  • Risk Policies Committee
  • Human Resources Committee
  • Nomination Committee

These committees are made up of members of the Board of Directors, with the participation of officials of the Institution itself in some of them.

The Board of Directors of Grupo Financiero Banorte is made up of 15 members, 11 of whom are independent. Similarly, each proprietary member has an alternate.

Consejeros propietarios
Consejeros suplentes

PROFILES

Carlos Hank Gonzalez

President

(45 years old)

Professional background

In 1997 he was appointed as CEO of Interacciones Casa de Bolsa, in 1999 as CEO of Interacciones Bank, and in 2000 as CEO of Grupo Financiero Interactions (GFI). At the beginning of 2003 became Deputy Director General of GFNorte and the end of the year, returned to the Directorate General of GFI to place it as a financial group with high profitability, specializing in financing to states and municipalities; led a successful public offering in 2013, which consolidated the GFI as a public company with increasing liquidity in the stock market. He also was named in 2008 as Group General Industrial Hermes, founded in 1978, with different lines of business in infrastructure, energy, automotive, transportation and, as of 2013, tourism.

Academic background

Administration with specialization in Finance from the Universidad Iberoamericana.

Member of the Board of Directors since: October 2014

Juan Antonio Gonzalez Moreno

PRORIETARY

(59 years old)

Professional background

Chairman and CEO of GRUMA and GIMSA. He has served as CEO of Gruma Asia and Oceania, Senior Vice President of Special Projects of Gruma Corporation. Chairman and CEO of CarAmigo United States, Vice President of Central and Eastern Regions of MissionFoods, President and Vice President of Sales of Azteca Milling.

Academic background

He graduated with a degree in Business Administration from the Universidad Regiomontana and holds a Master of Business Administration (MBA) from the University of San Diego, California.

Member of the Board of Directors since: April 2004

David Villarreal Montemayor

PRORIETARY

(68 years old)

Professional background

He serves as CEO and is the majority shareholder of Artefactos Laminadas, S.A. de C.V. Currently the Chairman and Deputy CEO of Inmobiliaria Montevi, S.A. de C.V. and Inmobiliaria Mony, S.A. de C.V., he is also a Consultant Regional Board Member of Banco Nacioanl de Mexico, S.A. (Banamex) and Financial Advisor and Developer in SISMEX Sistemas Mexicanos, S.A. de C.V. From 1972 to 1980, he served as assistant director of operations in Artifactos Laminadas.

Academic background

A Mechanical and Electrical Engineer graduate from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM), he also has a Master of Science in Automatic Controls from the same institution, and has participated in the Senior Management program of the Institute Panamericano de Alta Dirección (IPADE).

Member of the Board of Directors since: October 1993

Jose Marcos Ramirez Miguel

PRORIETARY

(53 years old)

Professional background

CEO of GFNorte and Banco Mercantil del Norte, S.A., since November 2014.

He served as General Director of Corporate and General Director of Wholesale Banking in Banorte. His work experience is essentially banking. Starting as an interdisciplinary consultant in Peat Marwick Mexico he subsequently entered the area of Financial Engineering at Operadora de Bolsa. In 1989 he founded Finventia, highlighting their participation in the issuance of the first private Eurobond, he later participated in the restructuring of the Mexican public debt. He also worked at Banque Nationale de Paris and Banque Indosuez Mexico as a trader of the Mexican market. From 1993 to 1999 he worked at Nacional Financiera, S.N.C. in the area of development banking, performing various executive positions. Later, he worked for 11 years in Grupo Financiero Santander, where he acted as CFO, General Director of Wholesale Banking, General Director of Casa de Bolsa Santander and Executive Vice President of the Group. In 2007 he served as President of the Mexican Association of Brokerage Firms.

Academic background

He graduated an Actuary from the Universidad Anahuac, with graduate studies in Finance from the Instituto Tecnologico Autonomo de Mexico (ITAM) and a Master of Business Administration (MBA) from E.S.A.D.E. Barcelona.

Member of the Board of Directors since: July 2011

Everardo Elizondo Almaguer

INDEPENDENT

(72 years old)

Professional background

A Professor of International Finance Chair of the EGADE Business School, ITESM. He was Director of Economic Studies of Grupo Industrial Alfa (Grupo Alfa today). He founded the consulting firm Index, Economia Aplicada, S.A. and was Deputy Governor of the Bank of Mexico. Founder and first director of the Graduate School of the Faculty of Economics at the Universidad Autónoma of Nuevo Leon.

Academic background

He graduated in Economics from the University of Nuevo Leon and holds an MBA and is a candidate for his PhD in Economics from the University of Wisconsin-Madison.

Member of the Board of Directors since: April 2010

Patricia Armendariz Guerra

INDEPENDENT

(61 years old)

Professional background

She currently serves as General Director of Sustainable Finance, Sociedad Financiera Popular dedicated to financing projects for micro-entrepreneurs and is Managing Partner and Founder of Valores Financieros, a consultancy firm for banking systems.

She served as advisor to the Secretary of Finance and Public Credit, in which capacity she coordinated the negotiation of free trade in financial services, was subsequently Vice-president of Supervision of the National Banking and Securities Commission. She was appointed Associate Director of the Bank for International Payments, in charge of the analysis of the Basel II impact on emerging markets. Adviser to GFNorte President for Life of GFNorte, Roberto Gonzalez Barrera and Director of Special Projects at the same institution.

he has been an international consultant in banking crises, a Professor of Economics at the Instituto Tecnológico Autónomo de México (ITAM) and author of numerous academic and specialized publications for Banking and Macroeconomics.

Academic background

She is Mathematics Actuary from the Universidad Autonoma of Mexico (UNAM) and holds a Masters in Economics from the same institution, as well as a Doctorate in Economics from Columbia University in New York.

Member of the Board of Directors since: April 2009

Hector Reyes-Retana y Dahl

INDEPENDENT

(70 years old)

Professional background

He is An Independent Consultant and Board Member who is also currently a member of the Board of the National Savings Bank (Bansefi). He has occupied several positions in the public sector, in the Ministry of Economy, and founded the parastatal agency “ProMexico, Investment and Commerce”. He served as General Director of Banco Nacional de Comercio Exterior, S.N.C (Bancomext) and General Director of Banca Confía, as well as Director of International Operations at Banco de México (Banxico). In the private sector, he was CEO of Grupo Financiero Mifel and Banca Mifel and held the position of First Vice-President of the Mexican Association of Banks as well as Vice-President of the Mexican Bankers Association, among other positions.

Academic background

An Industrial Engineering from the Universidad Iberoamericana he also holds a Master’s Degree in Business Administration (MBA) from Cornell University, New York.

Member of the Board of Directors since: July 2011

Don Eduardo Livas Cantu

INDEPENDENT

(67 years old)

Professional background

Currently serving as a member of Gruma’s Executive Committee. He served as Director of Operations and General Director of Gimsa’s Central America Division. He was General Manager of Gruma Corp. (U.S.A. Division) and Corporate General Director of Gruma and Gimsa. He was an independent business consultant.

Academic background

He holds a Law Degree from the Universidad Autonoma of Nuevo Leon (UANL) and is a Doctor of Economics from the University of Austin, Texas.

Member of the Board of Directors since: April 1999

Alfredo Elias Ayub

INDEPENDENT

(66 years old)

Professional background

He currently serves as Chairman of the Board of Directors of Promociones Metrópolis, S.A. de C.V. and member of the board of Iberdrola USA and Rotoplas. Previously, he served as General Director of the Federal Electricity Commission (CFE), General Director of Airports and Auxiliary Services (ASA) and held various positions within the Energy, Mines and Parastatal Industry Ministry. He was a member of the Alumni Councils of the Harvard University Business School, National Financiera, Multibanco Mercantil de México and Banco Internacional. He also served as Chairman of the Board of the Mexican Institute of Electrical Research and as Chairman of the Board of the Harvard Foundation in Mexico.

Academic background

A Civil Engineer graduate from the Universidad Anahuac, he also has a Masters in Business Administration (MBA) from Harvard University Business School.

Member of the Board of Directors since: April 2012

Adrian Sada Cueva

INDEPENDENT

(41 years old)

Professional background

He has been Executive General Director of Vitro since March 2013 and a member of the Board of Directors of Vitro, S.A.B. de C.V. since 2010, as well as member of the boards of Comegua, the Industrial Club of Monterrey, the University of Monterrey, he sits on the Board of Directors of the Chamber of Transformation Industry (CAINTRA) and the North Regional Board of GFNorte. He has served as Director of Vitro Cristalglass (Spain), General Manager of Vitro Automotriz, Director of Internal Restructuring, Director of Administration and Finance and General Director of the Vitro Packaging business.

Academic background

He holds a Bachelor’s Degree in Business Administration from the Monterrey Institute of Technology and Advanced Studies (ITESM) and holds a Master’s in Business Administration (MBA) from Stanford University.

Member of the Board of Directors since: April 2013

Alejandro Burillo Azcarraga

INDEPENDENT

(65 years old)

Professional background

He is Chairman of the Board of Directors of Grupo Pegaso, with presence in sectors such as: technology, telecommunications, media, real estate, sports, culture and philanthropy, agriculture, tourism, services and aeronautics. He has participated as a majority and strategic partner in several companies and financial institutions such as: Ixe Bank, Laredo National Bank, Telefónica Movistar and Atlante Football Club, among others. He has also participated as an independent member of the Board of Directors of Grupo Financiero BBVA Bancomer, S.A.

Academic background

Member of the Board of Directors since: April 2013

Jose Antonio Chedraui Eguia

INDEPENDENT

(50 years old)

Professional background

He is CEO of Grupo Comercial Chedraui. In addition, he has served as Commercial Director and then as Commercial General Director of Las Galas. He also participates in the Chedraui Foundation, Young Presidents’ Organization and Mexico Nuevo.

Academic background

He holds a degree in Accounting and Finance from the Universidad Anahuac.

Member of the Board of Directors since: April 2015

Alfonso de Angoitia Noriega

INDEPENDENT

(51 years old)

Professional background

He currently is the Executive Vice President and Chairman of the Finance Committee of Grupo Televisa, S.A.B. and has been a member of the Board and Executive Committee of the company since 1997. He is also a member of the Board of Directors of Empresas Cablevisión, S.A. de C.V., Innova, S. de R.L. de C.V. (Sky), Cablemás Telecomunicaciones, S.A. de C.V., Operbes, S.A. de C.V. (Bestel), Televisión Internacional, S.A. de C.V. And Grupo Axo, S.A.P.I. de C.V., as well as The Americas Society. He is President of the Board of Kardias Foundation and member of the UNAM Foundation and the Mexican Health Foundation. Before joining Grupo Televisa, he was a founding partner of the law firm of Mijares, Angoitia, Cortés y Fuentes, S.C. He served as Executive Vice President of Administration and Finance from 1999 to 2003. He was also a member of the Board of Grupo Modelo, S.A.B. de C.V. from 2005 to 2013 and The American School Foundation from 2001 to 2010.

Academic background

He holds a Law Degree from the Universidad Nacional Autonoma de México (UNAM).

Member of the Board of Directors since: April 2015

Olga Sanchez Cordero Davila

INDEPENDENT

(70 years old)

Professional background

She is Notary Public 182 of Mexico City and of the Property Heritage of the City of Mexico. She is a member of the International Women’s Forum, the International Federation of University Women and the International Association of Women Judges. She was appointed Minister of the Supreme Court of Justice of the Nation (1995-2015) and Magistrada Numeraria of the Supreme Court of Justice of the Federal District (1993 to January 1995).

Academic background

She holds a Law Degree from the Universidad Nacional Autonoma de Mexico (UNAM) with a postgraduate degree in Social Policy and Administration from the University College of Swansea in Great Britain. She is Doctor Honoris Causa of the Autonomous University of Morelos and the Autonomous University of Nuevo Leon.

Member of the Board of Directors since: April 2016

Thomas S. Heather Rodriguez

INDEPENDENT

(63 years old)

Professional background

He is a partner of Ritch, Mueller, Heather and Nicolau, S.C. and specializes in external financing, restructuring and securities placement. He is legal counsel of the Business Coordinating Board (CCE) and a permanent member of the committee responsible for drafting the Code of Best Corporate Practices of this Board. He is a member of the Board of Directors and of the Audit and Corporate Practices Committee (CAPS) of Grupo Bimbo, S.A.B. de C.V.; Independent Director and Chairman of CAPS de Gruma, S.A.B. de C.V. and Grupo Industrial Maseca, S.A.B. de C.V.

Academic background

He is a law graduate from the Escuela Libre de Derecho, with a Master’s degree from the University of Texas (Austin) - “Master of Comparative Jurisprudence- Financial Law”.

Member of the Board of Directors since: April 2016

ASSISTANCE AVERAGES OF THE BOARD AND COMMITTEES

ATTENDANCE AVERAGE FOR THE BOARD OF DIRECTORS: 98.3%

ATTENDANCE AVERAGE FOR EACH COMMITTEE

  • Audit and Corporate Practices Committee: 95%
  • Risk Policies Committee: 96%
  • Human Resources Committee: 100%
  • Nominations Committee: 100%

NUMBER AND NAME OF COMMITTEES ON WHICH BOARD MEMBERS SIT

4 Committees:

  • Audit and Corporate Practices Committee
  • Risk Policies Committee
  • Human Resources Committee
  • Nominations Committee

NUMBER OF ISSUES ADDRESSES DURING THE SESSIONS: 8

HOW OFTEN THE BOARD OF DIRECTORS MEET.

The Board meets quarterly and in extraordinary cases at the request of the Chairman, 25% of the proprietary shareholders, or the Chairmen of the Audit or Corporate Practice Committees.

HOW OFTEN THE COMMITTEES MEET.

  1. Audit and Corporate Practices Committee. S12 a year (monthly), plus any extraordinary sessions that may arise.
  2. Risk Policies Committee. Meets for 12 regular sessions and 1 extraordinary session a year.
  3. Human Resources Committee. Meets 4 times a year.
  4. Nominations Committee. The Nominations Committee meets at least once a year or when convened by the President.
Key Executives

JOSE MARCOS RAMIREZ MIGUEL

CEO OF THE FINANCIAL GROUP

JOSE ARMANDO RODAL ESPINOSA

MANAGING DIRECTOR WHOLESALE BANKING

CARLOS EDUARDO MARTINEZ GONZALEZ

MANAGING DIRECTOR RETAIL BANKING

FERNANDO SOLIS SOBERÓN

MANAGING DIRECTOR LONG TERM SAVINGS

MANUEL ANTONIO ROMO VILLAFUERTE

MANAGING DIRECTOR METHODS OF PAYMENT

GUILLERMO CHAVEZ ECKSTEIN

MANAGING DIRECTOR CREDIT AND RISK MANAGMENT

RAFAEL ARANA DE LA GARZA

COO

CARLOS DE LA ISLA CORRY

MANAGING DIRECTOR PRESIDENTIAL ADVISORY

SERGIO GARCIA ROBLES GIL

PRESIDENTIAL ADVISOR FOR REGIONAL BOARDS

ISAIAS VELAZQUEZ GONZALEZ

MANAGING DIRECTOR AUDIT

Internal Control

Grupo Financiero Banorte pays special attention to internal control in the execution of its operations, in originations, processing and disclosure of its accounting and financial information, in the relationship with its investors, customers and suppliers and in compliance with applicable regulations.