Grupo Financiero Banorte is The Strong Bank of Mexico, not just because of its reputation and excellence in financial services, but because it applies best corporate governance and sustainability practices, which has earned us the recognition of Mexican and international organizations.
We have a work team responsible for managing corporate governance for the entire Financial Group, in order to align our policies and governance bodies with best international practices, and ensure that they conform to existing laws and regulations and that their actions and decisions are consistent with our shareholders’ interests.
The Board of Directors is the highest governing body of Grupo Financiero Banorte, charged with taking the actions necessary to ensure sound corporate governance, while safeguarding the interests of shareholders, customers, employees, suppliers and communities.
At GFNorte we make sure to always stay one step ahead. This year, we approved a policy to promote equality between men and women in all parts of the organization. This policy is included in the Nominating Committee’s operational and functional regulations, and includes provisions that promote dignity, equity, inclusion and diversity (on the basis of gender, race, nationality, culture, beliefs, language, marital status, ideology, political opinions and other personal, physical or social conditions), to foster an inclusive working environment within the Board of Director based on respect and non-discrimination.
It should be noted that Board member selection and compensation, as well as the conditions under which they perform their duties and activities, are determined exclusively according by criteria of merit and ability to fulfill the requirements of the position.
At GFNorte, we have a Board Member compensation policy, which we reviewed thoroughly in 2016 with the assistance of an external consulting firm, to align our compensation policy with international best practices. The new policy was applied beginning in fiscal year 2017. GFNorte does not publicly disclose this policy or the specific remuneration of each of the Board members.
The Internal Control System consists of a set of mechanisms and internal controls to ensure that GFNorte and its subsidiaries conform to applicable regulations, in addition to applying methodologies that make it possible verify their compliance. The Audit and Corporate Practice Committee keeps the Board informed of the status of this system at GFNorte and its financial subsidiaries as well as other corporations it controls, including any irregularities detected.
GFNorte pays special attention to internal control over its transactions, to the origination, processing and disclosure of accounting and financial information, to relationships with investors, customers and suppliers, and to compliance with applicable regulations.
Grupo Financiero Banorte’s Code of Conduct establishes that members of the Board of Directors, officers and employees must ensure that the activities and businesses they conduct or direct do not have a negative impact on the natural resources of communities in which they participate, and to ensure environmental damage is repaired or mitigated to the extent possible when there is a reported depletion of those resources.
We are continually evaluating the framework of action of our Corporate Governance and comparing it against other publicly-traded Mexican and foreign corporations. This enables us to incorporate and mange elements we find to be areas of opportunity.
The Board of Directors currently has 14 members, 10 of which are independent, i.e. 71%, which is well above the regulatory minimum of 25% and the 60% recommended by international corporate best practices. Each regular member has an assigned alternate.
The Board of Directors meets on a quarterly basis and in exceptional cases, at the request of the Chairman of the Board, 25% of the proprietary owners, or the Chairpersons of the Audit and Corporate Practices Committee.
Average attendance of the Board of Directors: 96.61%
| Name | Type | Gender | Board member since |
|---|---|---|---|
| 1. Carlos Hank González | Regular Related Chairman | M | October 2014 |
| 2. Juan Antonio González Moreno | Regular Related | M | April 2004 |
| 3. David Juan Villarreal Montemayor | Regular Related | M | October 1993 |
| 4. José Marcos Ramírez Miguel | Independent Regular | M | July 2011 |
| 5. Everardo Elizondo Almaguer | Independent Regular | M | April 2010 |
| 6. Carmen Patricia Armendáriz Guerra | Independent | M | April 2009 |
| 7. Héctor Federico Reyes Retana y Dahl | Independent | M | July 2011 |
| 8. Eduardo Livas Cantú | Independent | M | April 1999 |
| 9. Alfredo Elías Ayub | Independent | M | April 2012 |
| 10. Adrián Sada Cueva | Independent | M | April 2013 |
| 11. Alejandro Burillo Azcárraga | Independent | M | April 2013 |
| 12. José Antonio Chedraui Eguía | Independent | M | April 2015 |
| 13. Alfonso de Angoitia Noriega | Independent | M | April 2015 |
| 14. Thomas Stanley Heather Rodríguez | Independent | M | April 2016 |
| Name | Type | Gender | Board member since |
|---|---|---|---|
| 1. Graciela González Moreno | Alternate | F | April 2013 |
| 2. Juan Antonio González Marcos | Alternate | M | April 2014 |
| 3. Carlos de la Isla Corry | Alternate | M | April 2016 |
| 4. Clemente Ismael Reyes Retana Valdés | Independent alternate | M | April 2017 |
| 5. Alberto Halabe Hamui | Independent alternate | M | April 2014 |
| 6. Roberto Kelleher Vales | Independent alternate | M | April 2014 |
| 7. Manuel Aznar Nicolín | Independent alternate | M | March 2007 |
| 8. Isaac Becker Kabacnik | Independent alternate | M | April 2002 |
| 9. José María Garza Treviño | Independent alternate | M | April 2014 |
| 10. Javier Braun Burillo | Independent alternate | M | April 2015 |
| 11. Humberto Tafolla Núñez | Independent alternate | M | April 2018 |
| 12. Guadalupe Phillips Margain | Independent alternate | F | April 2015 |
| 13. Ricardo Maldonado Yáñez | Independent alternate | M | April 2016 |
| Héctor Ávila Flores | Secretary (non member) | M |
BREAKDOWN OF THE BOARD OF DIRECTORS
BREAKDOWN OF THE BOARD OF DIRECTORS The Board is supported in its work by a number of committees made up of independent members of the Board, and in some cases by executives of the institution itself, in keeping with the applicable regulations.
The Audit and Corporate Practices Committee meets 12 times a year, plus any extraordinary meetings that are necessary. The Risk Policies Committee also meets 12 times a year, plus one extraordinary meeting each year; the Human Resources Committee meets four times a year; and the Nominations Committee meets once a year, or when called by the Chairman.
Average attendance in each committee:
| Member | Type | Position | Seniority |
|---|---|---|---|
| 1. Héctor Federico Reyes Retana y Dahl | Independent Regular | Chairman | July 2011 |
| 2. Carmen Patricia Armendáriz Guerra | Independent Regular | Member | July 2011 |
| 3. Thomas Stanley Heather Rodríguez | Independent Regular | Member | April 2016 |
| 4. Manuel Aznar Nicolín | Independent alternate | Member | April 2008 |
| 5. Clemente Ismael Reyes Retana Valdés | Independent alternate | Member | April 2017 |
| Member | Type | Position | Seniority |
|---|---|---|---|
| 1. Eduardo Livas Cantú | Independent Regular | Chairman | January 2002 |
| 2. Everardo Elizondo Almaguer | Independent Regular | Member | October 2010 |
| 3. Héctor Federico Reyes Retana y Dahl | Independent Regular | Member | April 2013 |
| 4. Thomas Stanley Heather Rodríguez | Independent Regular | Member | April 2016 |
| 5. Manuel Aznar Nicolín | Independent alternate | Member | April 2007 |
| 6. José Marcos Ramírez Miguel* | CEO, GFNorte | Member | November 2014 |
| 7. Guillermo Chávez Eckstein* | Chief Credit and Risk Officer | Member | July 2015 |
| Member | Type | Position | Seniority |
|---|---|---|---|
| 1. Everardo Elizondo Almaguer | Independent Regular | Chairman | January 2011 |
| 2. Eduardo Livas Cantú | Independent Regular | Member | April 2015 |
| 3. Guillermo Chávez Eckstein* | Head of comprehensive risk management | Member | July 2015 |
| 4. Javier Beltrán Cantú* | Head of human resources | Member | April 2015 |
| 5. Rafael Arana de la Garza* | Head of financial planning | Member | April 2015 |
| 6. Isaías Velázquez González* | Internal auditor | Member with right to speak but not to vote | April 2015 |
| Member | Type | Position | Seniority |
|---|---|---|---|
| 1. Carlos Hank González | Regular Related Chairman | Chairman | November 2014 |
| 2. José Marcos Ramírez Miguel | Regular Related | Member | November 2014 |
| 3. Juan Antonio González Moreno | Regular Related | Member | November 2014 |
| 4. Everardo Elizondo Almaguer | Independent Regular | Member | March 2016 |
| 5. Alfonso de Angoitia Noriega | Independent Regular | Member | July 2016 |
| 6. José Antonio Chedraui Eguía | Independent Regular | Member | July 2016 |
| 7. Thomas Stanley Heather Rodríguez | Independent Regular | Member | July 2016 |
*Pursuant to article 168 Bis section 5 of the Unified Bank Circular, these officers must be committee members.
Carlos Hank González (47 years old)
Chairman of the Board
Professional experience
Currently he is Chairman of GFNorte’s Board of Directors, a position he has held since January 1st, 2015. At Gruma, a global leader in corn flour and tortilla production with operations in more than 100 countries, Carlos Hank González has played a key role since December 2012, when he became Vice Chairman of the Board of Directors and joined the Executive Committee to design a healthy and responsible financial strategy that generated value for the company.
In 1997, he was appointed as CEO of Interacciones Casa de Bolsa, in 1999 as CEO of Banco Interacciones and in 2000 as CEO of Grupo Financiero Interacciones (GFI). At the beginning of 2003, he was designated as Deputy CEO of Grupo Financiero Banorte (GFNorte) and by the end of the year, he returned to GFI as CEO to continue transforming it into a highly profitable financial group, specialized in state and municipal financing. He led a successful public offering in 2013 that consolidated GFI as a public company and improved the liquidity of its shares in the stock market. Additionally, he was appointed CEO of Grupo Industrial Hermes in 2008, a group founded in 1978, with different business lines in infrastructure, energy, automotive, transportation and, since 2013, in tourism.
Academic background
Joined GFNorte’s Board in October 2014.
Juan Antonio González Moreno (61 years old)
Related Member
Professional experience
Chairman of the Board of Directors and CEO of Gruma and Gimsa. Has been Managing Director of Gruma Asia and Oceania and Senior Vice President of Special Projects at Gruma Corporation. Chairman of the Board of Directors and CEO of CarAmigo U.S.A., and Vice President of the Central and Eastern Regions of Mission Foods. President and Vice President for Sales at Azteca Milling.
Academic background
Joined GFNorte’s Board in April 2004.
David Juan Villarreal Montemayor (70 years old)
Related Member
Professional experience
He is Chief Executive Officer and majority shareholder of Artefactos Laminados, S.A. de C.V. Currently, he is Chairman of the Board and Deputy Managing Director of Inmobiliaria Montevi, S.A. de C.V. and Inmobiliaria Monyor, S.A. de C.V. He is a regional Advisor of Banco Nacional de Mexico, S.A. (Citibanamex) and a Financial Advisor and Business Developer for SISMEX, Sistemas Mexicanos, S.A. de C.V. Furthermore, he was Deputy Manager of Operations in Artefactos Laminados from 1972 to 1990.
Academic background
Joined GFNorte’s Board in October 1993.
José Marcos Ramírez Miguel (55 years old)
Related Member
Professional experience
Chief Executive Officer of GFNorte and Banco Mercantil del Norte, S.A. since November 2014. Has held positions as Banorte’s Chief Corporate Officer and Managing Director of Wholesale Banking. His professional experience is essentially in the banking industry. He began as interdisciplinary consultant at Peat Marwick Mexico, and subsequently entered to the Financial Engineering Area at Operadora de Bolsa. In 1989, he founded Finventia where he held an important role in the issuance of the first private Eurobond after the Mexican debt restructuring. He also worked at Banque Nationale de Paris and Banque Indosuez Mexico as trader in the Mexican market. From 1993 to 1999 he was with Nacional Financiera, S.N.C. in the Development Banking area, where he held various management positions. Later on, he worked at Grupo Financiero Santander for 11 years where he served CFO, Managing Director of Wholesale Banking, Managing Director of Santander Brokerage and Executive Vice President of the Group. Furthermore, in 2007, he was appointed Chairman of the Mexican Securities Industry Association (AMIB).
Academic background
Joined GFNorte’s Board in July 2011.
Everardo Elizondo Almaguer (75 years old)
Independent Member
Professional experience
Professor of International Finance at EGADE, Business School, ITESM. He was Director of Economic Studies at Grupo Industrial Alfa (Alfa Group); founded the Consulting firm Agency Index, Economia Aplicada, S.A. and was Deputy Governor of the Mexican Central Bank (Banco de Mexico). He founded and was the first Director of the Graduate School of the Faculty of Economics at the University of Nuevo Leon.
Academic background
Joined GFNorte’s Board in April 2010.
Carmen Patricia Armendáriz Guerra (63 years old)
Independent Member
Professional experience
She is Managing Director at Financiera Sustentable, a company engaged in microfinance, and is Partner - Director and Founder of Valores Financieros, company dedicated to consultancy for banking systems. She was advisor to the Mexican Ministry of Finance and Public Credit, a position in which she coordinated the negotiation of financial services within the North American Free Trade Agreement (NAFTA), and later served as Vice President for Supervision at the National Banking and Securities Commission, and Associate Director of the Bank for International Settlements, in charge of analyzing the impact of Basel II in emerging markets. She was advisor to GFNorte’s Chairman Emeritus, Roberto Gonzalez Barrera, and Director of Special Projects at the same Institution.
She has been international consultant in banking crises, Professor of Economics at Instituto Tecnologico Autonomo de Mexico (ITAM) and author of several academic and specialized publications in Banking and Macroeconomics.
Educational background
Joined GFNorte’s Board in April 2009.
Héctor Federico Reyes-Retana y Dahl (72 years old)
Independent member
Professional experience
Independent Advisor and Consultant. He has held various positions in the public sector, in the Ministry of the Economy, he founded the organism “ProMexico, Inversion y Comercio”; was CEO of the Exim Bank Banco Nacional de Comercio Exterior, S.N.C., CEO of Banca Confia and Director of International Operations of the Mexican Central Bank (Banco de Mexico). In the private sector, he was CEO of Grupo Financiero Mifel and Banca Mifel. He was a Member of the Board of Banco del Ahorro Nacional (Bansefi).
Furthermore, he held positions as Vice President of the Mexican Banking Association and Vice President of the Mexican Bankers Association, among others.
Educational background
Joined GFNorte’s Board in July 2011.
Eduardo Livas Cantú (75 years old)
Independent member
Professional experience
Currently member of the Executive Committee of Gruma. Has been Chief Operating Officer of Gimsa from 1975 to 1978 and Managing Director of Central America from 1978 to 1982. He was CEO of Gruma Corp. (U.S.A. division) from 1982 to 1994 and Chief Corporate Officer of Gimsa and Gruma from 1994 to 1999. Additionally, he served as a corporate consultant from 1999 to 2014.
Academic background
Joined GFNorte’s Board in April 1999.
Alfredo Elías Ayub (68 years old)
Independent member
Professional experience
Currently Chairman of the Board of Promociones Metropolis, S.A. de C.V. and member of the Board of Iberdrola USA and Rotoplas. Formerly served as CEO of Mexico’s Federal Electricity Commission (CFE), CEO of Airports and Auxiliary Services (ASA) and held various positions within the Ministry of Energy, Mining and State-Owned Enterprise.
He has been a member of the Harvard Business School Alumni Board, and the Board of Directors of Nacional Financiera, Multibanco Mercantil de Mexico and Banco Internacional. Furthermore, he was Chairman of the Board of the Instituto Mexicano de Investigaciones Electricas and of the Mexico Foundation at Harvard.
Academic background
Joined GFNorte’s Board in April 2012.
Adrián Sada Cueva (43 years old)
Independent member
Professional experience
Executive CEO of Vitro since March 2013 and member of the Board of Directors of Vitro, S.A.B. de C.V. since 2010. Has been CEO of Vitro Cristalglass (Spain), Managing Director of Vitro Automotive, Director of Internal Restructuring, Director of Administration and Finance and Managing Director of the Containers Business in Vitro. His also a member of the boards of Comegua, Club Industrial de Monterrey, Universidad de Monterrey, the Manufacturing Industry Chamber (CAINTRA).
Academic background
Joined GFNorte’s Board in April 2013.
Alejandro Burillo Azcárraga (67 years old)
Independent member
Professional experience
He is Chairman of the Board of Directors of Grupo Pegaso, which has presence in the technology, telecom, media, real estate, sports, culture and philanthropy, agribusiness, tourism, services and aeronautics industries. He has participated as majority owner and strategic partner in different companies and financial institutions such as: Ixe Banco, Laredo National Bank, Telefonica Movistar, Atlante Football Club, among others.
Joined GFNorte’s Board in April 2013.
Thomas Stanley Heather Rodríguez (65 years old)
Independent member
Professional experience
Currently partner at Ritch Mueller, Heather and Nicolau, S.C., specializing in external funding, restructurings and securities offerings. He is Legal Advisor to the Mexican Business Coordinating Council (CCE) and permanent member of the committee in charge of drafting the CCE’s Code of Best Corporate Practices.
He has served as magistrate in the International Court of Arbitration and as Conciliator at the Federal Institute of Insolvency Specialists (IFECOM). Representative of the International Insolvency Institute at the United Nations Commission on International Trade Law (UNCITRAL) and member of the Mexican Bar. Previously, he co-founded Heather & Heather, S.C.—from 2010 until its merger in 2013 to form Ritch Mueller, Heather and Nicolau, S.C.—and White & Case, LLP, in the Mexico City offices from 2005 to 2009. 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 member and Chairman of the CAPS at Gruma, S.A.B. de C.V. and Grupo Industrial Maseca, S.A.B. de C.V. Has been independent board member at Grupo Modelo, S.A.B. de C.V. from 1997 to 2005, GSF Telecom Holdings, S.A.P.I. from 2012 to 2014 and Nikko Hotels until 2013. He was also independent board member of Grupo Financiero Scotiabank and subsidiaries from 2001 to 2016.
Academic background
Joined GFNorte’s Board in April 2016.
José Antonio Chedraui Eguía (52 years old)
Independent member
Professional experience
Currently CEO of Grupo Comercial Chedraui. Formerly Chief Sales Officer and later CEO of Comercial Las Galas. Active in the organizations Fundacion Chedraui, Young Presidents’ Organization and Mexico Nuevo.
Academic background
Joined GFNorte’s Board in April 2015.
Alfonso de Angoitia Noriega (56 years old)
Independent member
Professional experience
Executive Co-President and Chairman of the Finance Committee at Grupo Televisa, S.A.B. de C.V. He has served on the Board and Executive Committee of the company since 1997. He is also member of the Board of Directors of Cablevision, S.A. de C.V., Innova, S. de R.L. de C.V. (Sky), Cablemas Telecomunicaciones, S.A. de C.V., Operbes, S.A. de C.V. (Bestel), International Television, Inc. de C.V., Grupo Axo, S.A.P.I. de C.V. and The Americas Society. Chairman of the Board of Kardias Foundation and member of the UNAM Foundation and the Mexican Health Foundation.
Before joining Grupo Televisa, he was cofounder of the law firm Mijares, Angoitia, Cortes y Fuentes, S.C. He served as Executive Vice President of Administration and Finance from 1999 to 2003 and was member of the Boards of Grupo Modelo, S.A.B. de C.V. from 2005 to 2013 and The American School Foundation from 2001 to 2010.
Academic background
Joined GFNorte’s Board in April 2015.
| GRUPO FINANCIERO SENIOR OFFICERS | |
|---|---|
| Name | Title |
| José Marcos Ramírez Miguel | Managing Director, Financial Group |
| José Armando Rodal Espinosa | Managing Director, Wholesale Banking |
| Carlos Eduardo Martínez González | Managing Director, Retail Banking |
| Fernando Solís Soberón | Managing Director, Annuities and Pensions |
| Manuel Antonio Romo Villafuerte | Managing Director, Means of Payment |
| Guillermo Chávez Eckstein | Managing Director, Risk Management |
| Rafael Arana de la Garza | Managing Director, Finance and Operations |
| Carlos de la Isla Corry | Managing Director, Credit |
| Javier Beltrán Cantú | Managing Director, Administration and Human Resources |
| Héctor Ávila Flores | Legal and Trust |
| Sergio García Robles Gil | Presidential Advisor Regional Boards |
| Isaías Velázquez González | Managing Director of Audit |
| Alfonso de Angoitia Noriega | Independent |
| Thomas Stanley Heather Rodríguez | Independent |
Senior management encompasses the positions of Chief Executive Officer, the executives reporting directly to him, and the positions reporting directly to them, in other words, the top three levels of the organizational hierarchy. At GFNorte, we have a specific variable compensation plan for this group, subject to meeting certain financial metrics established as targets in our 20/20 Vision.
These financial metrics are quantifiable and measurable over time, and include aspects such as return on equity and efficiency ratio.
In general, the variable compensation plan establishes specific financial targets to be met annually through the year 2020. At GFNorte we do not publicly disclose the compensation policy, the executive compensation plan, or the individual compensation of members of our senior management.
At the start of 2018, in order to incorporate new and renowned members of the business community into Grupo Financiero Banorte’s Regional Boards, and in keeping with the general guidelines on how these boards function, we carried out a nation-wide update. In this exercise 61 new members joined the boards and 43 were relieved of their duties, in order to start out the year with a total of 267 regional board members.
In their seventh year of operation, regional boards met 12 times in various parts of Mexico. Because this was an election year, renowned speakers, analysts and political commentators were invited to speak to members, including Carlos Elizondo Mayer-Serra, Federico Reyes Heroles, Luis Carlos Ugalde, Francisco Abundis Luna and Roy Campos Esquerra, as well as some candidates to public office, such as Alejandra Barrales and Mikel Arriola. We also had the honor of welcoming Diego Sinhue Rodríguez Vallejo, recently elected governor of the state of Guanajuato, who walked us through his program of government for 2018-2024.
Once again, Regional Board Members and their children were special guests at the biggest institutional event of the year, the Banorte Strategy Forum, held on August 21-22 in Mexico City. The theme of the even this year was “BANORTE, Ally for Mexico’s Future,” and it provided an opportunity for entrepreneurs throughout Mexico to converse with international speakers and members of the incoming administration on ways to work together toward the future we all want.
The 2018 Banorte Strategy Forum was attended by more than 600 guests, and brought together much of the transition team of the new federal administration: Alfonso Romo Garza, Gerardo Esquivel Hernández, Javier Jiménez Espriú, Abel Hibert Sánchez, Esteban Moctezuma Barragán and Olga Sánchez Cordero, who shared their vision of the new government and priority issues for the country like infrastructure, connectivity, education and Rule of Law. Also participating in the forum were physician and futurist Michio Kaku and leading global strategist Parag Khanna. The opening speech at the welcome dinner was given by José Antonio González Anaya, Secretary of Finance and Public Credit. Four workshops were held on the first day, led by John Macomber, Luis Ernesto Derbez, Alejandro Ponce, Everardo Elizondo, Luis Miguel González, Andrés Roemer and Eduardo Salles.
With regard to the Local Boards, as was planned since the previous year, in 2018 a new Local Board was created for the Altos de Jalisco region, bringing the total to 33 Boards and a total of 736 members. During the first two years of operation 131 meetings have been held involving 2,970 participants, 63% of which were members and 37% executives.
Our actions in 2019 will focus on encouraging interaction between board members and senior management, and inviting feedback on trends and opportunities in each of our regions, developing new businesses and promoting synergies between board members, primordial goals of both the regional and local councils.
Central Regional Council
October 29, 2018 Meeting
Left to right:
Sergio García Robles Gil
Marcos Ramírez Miguel
Diego Sinhue Rodríguez Vallejo
Carlos Hank González
2018 Banorte Strategy Forum
Banorte: An Ally for Mexico’s Future
Left to right:
Javier Jiménez Espriú
Alfonso Romo Garza
Olga Sánchez Cordero
Carlos Hank González
Carlos Hank González
Metropolitan Regional Council
October 31, 2018 Meeting
