Investor Relations

Corporate Governance

Members
Carlos Ruiz Sacristán
Chairman of the Board of Directors and Executive President of IEnova
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Carlos Ruiz Sacristán. Mr. Ruiz is Chairman of our board of directors and our Executive President. Mr. Ruiz was Chief Executive Officer of Sempra North American Infrastructure Group from 2018 until September 2020, Chief Executive Officer and Chairman of the board of directors from 2012 to 2018, and a member of the board of directors of Sempra Energy from 2007 to 2012. Mr. Ruiz served as Mexico’s Secretary of Communications and Transportation during the administration of Dr. Ernesto Zedillo Ponce de León from 1994 to 2000. Previously he served in various positions at the Central Bank (Banco de Mexico) from 1974 to 1988, the Ministry of Finance from 1988 to 1992, and Petróleos Mexicanos in 1994. Mr. Ruiz holds a Bachelor’s Degree in Business Administration from Anahuac University in Mexico City and a Master’s Degree in Business Administration from Northwestern University in Chicago. Currently Mr. Ruiz is a member of the Board of Directors of Southern Copper Corporation, Banco Ve por Más, S.A de C.V., Grupo Creatica, S.A. de C.V., Technical Committee of Diego Rivera and Frida Kahlo Museums Trust and of the Technical Committee of the Energy and Technology Museum Trust.

José Julián Sidaoui Dib*
Member of the Board of Directors
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José Julián Sidaoui Dib. Dr. Sidaoui is an independent member of our board of directors. Currently, he is an advisor and independent director of several financial institutions in the country and abroad. Before joining us, Dr. Sidaoui worked at the World Bank and the Mexican Central Bank. In December 1994, he was appointed Undersecretary of Finance and Public Credit. From 1997 to 2012, Dr. Sidaoui served as the Deputy Governor for the Mexican Central Bank. Prior to that, he was Undersecretary of Finance and Public Credit at the Mexican Ministry of Finance and Public Credit. Dr. Sidaoui has published several articles on structural change, exports, financial markets, public finances, monetary policy and corporate governance, and best practices in central banking. He has participated in various working groups of the International Bank for Payments and has been professor of Economics. Dr. Sidaoui holds a Ph.D. in Economics from George Washington University, a Master’s Degree from the University of Pennsylvania and a Bachelor’s Degree in Economics from the University of the Americas, Puebla.

Aarón Dychter Poltolarek*
Member of the Board of Directors
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Aarón Dychter Poltolarek. Dr. Dychter is an independent member of our board of directors and the President and Founder of ADHOC Consultores Asociados, S.C., a provider of consulting services to infrastructure, transportation and energy investment projects. From December 1994 to December 2006, Dr. Dychter was Undersecretary of Transportation in the Mexican Ministry of Communications and Transportation. In that capacity, he led privatization processes for railways and airports in Mexico, as well as the creation of the first suburban train system for Mexico City. Previously, he held various positions at the Mexican Ministry of Finance and Public Credit, the Mexican Ministry of Programming and Budget and the Mexican Ministry of Energy. He served as Chairman of the Mexican National Steering Committee for the Normalization of Ground Transportation (Comité Consultivo Nacional de Normalización del Transporte Terrestre). In addition, he served as a member of the board of directors and Deputy Chairman of the Nominating and Compensation Committee of Grupo Aeroportuario del Sureste and as a member of the board of directors of Grupo Aeroportuario del Centro Norte, Grupo Aeroportuario del Sureste, Grupo Aeroportuario Centro Norte, Grupo Aeroportuario del Pacífico, Grupo Aeroportuario de la Ciudad de México. He currently is a member of the board of directors of Grupo OCUPA and Traxion. Dr. Dychter is a graduate of Universidad de las Américas in Mexico and holds a Master’s Degree and a Ph.D. in Economics from George Washington University.

Alberto Felipe Mulás Alonso*
Member of the Board of Directors
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Alberto Mulás Alonso. Mr. Mulás, is an independent member of our board of directors. From January 2014 to December 2016, Mr. Mulás was the head of Banco Itaú-BBA’s office in Mexico. Previously, from 2003 to 2013, he was in charge of CReSCE Consultores, a consulting firm that specialized in corporate, finance, strategy and corporate governance matters. For a period of three years, Mr. Mulás was involved in investment banking activities in Mexico for Donaldson Lufkin & Jenrette (from 1998 to 2001) and Lehman Brothers (from 1992 to 1996). From 2001 to 2003, Mr. Mulás served in Mexican Federal Government, as part of the administration of President Vicente Fox, where he was in charge of the design, structuring and implementation of the national housing policy, including the National Housing Commission (Comisión Nacional de Vivienda) and the Federal Mortgage Corporation (Sociedad Hipotecaria Federal). Mr. Mulás serves on the board of directors of various publicly traded and private companies, in each case as an independent director, such as: Fibra Uno, Grupo Aeroportuario Centro Norte (OMA), Aleatica, Farmacias del Ahorro, Grupo Proeza and Grupo Cinépolis. He has advised multilateral entities such as the International Monetary Fund, the Inter-American Development Bank and the World Bank. He received a Bachelor’s Degree in Chemical Engineering from the Universidad Iberoamericana, where he graduated with honors, and holds a Master’s Degree in Business Administration from the University of Pennsylvania.

Peter Ronan Wall
Member of the Board of Directors
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Peter R. Wall. Mr. Wall is a member of our board of directors and Senior Vice President, Controller and Chief Accounting Officer for Sempra Energy. In this position, Mr. Wall is responsible for managing accounting operations, preparation and analysis of financial statements, financial reporting and accounting systems, in addition to coordinating external audits. Previously, from 2017 to 2018, he was vice president and chief financial officer for Sempra Energy’s domestic infrastructure businesses, leading their accounting, finance, and risk and structuring groups. From 2015 to 2017, he was vice president and chief financial officer for Sempra U.S. Gas & Power. Mr. Wall served as assistant corporate controller at Sempra Energy, where he led various teams overseeing technical accounting, planning and corporate accounting functions. Mr. Wall joined Sempra Energy in 2012, after a 14-year professional career at Ernst & Young LLP, where he worked with numerous multinational companies, including many in the power & utility sector. Mr. Wall is a certified public accountant and holds a Bachelor’s Degree and Master’s Degree in Accounting from the University of Utah.

Faisel Hussain Khan
Member of the Board of Directors
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Faisel H. Khan. Mr. Khan is a member of our board of directors and Senior Vice President of Finance and Investor Relations for Sempra Energy and chief financial officer of Sempra LNG. Mr. Khan is responsible for communicating Sempra Energy’s disciplined focus for delivering long-term shareholder value to the investment community, while providing oversight to Sempra Energy’s risk management and treasury matters. In his role as chief financial officer of Sempra LNG, Mr. Khan oversees accounting and financial modeling. From 2018 to 2019, Mr. Khan was Vice President of Investor Relations for Sempra Energy. Mr. Khan previously was a managing director for Citigroup in New York, covering the natural gas, pipeline, midstream, refining and master limited partnership industries. Mr. Khan was ranked as one of the top financial analysts in the natural gas sector for 11 consecutive years by the Institutional Investor Survey. Prior to joining Citigroup in 2005, Mr. Khan worked for six years at Credit Suisse First Boston, first in investment banking and, later, as an equity research analyst following the integrated pipeline, merchant power and gas distribution industries. Mr. Khan holds Bachelor’s Degrees in Engineering and Economics from the University of Pennsylvania.

Tania Ortiz Mena López Negrete
Member of the Board of Directors
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Tania Ortiz Mena López Negrete. Ms. Ortiz Mena has been a member of our board of directors since January 2019 and our Chief Executive Officer since September 2018. Prior to her appointment, she was Chief Development Officer, responsible for our business development and commercial areas from 2016 to 2018. Ms. Ortiz Mena joined IEnova in 2000. She has held the positions of Manager, Project Director, Director for Government and Regulatory Affairs, Vice President of External Affairs and Vice President for Business Development and External Affairs. From 1994 to 1999, Ms. Mena worked for PMI, Pemex’s international trading subsidiary, where she was responsible for the residual oil products international trading area. Ms. Ortiz Mena holds a Master’s Degree in International Relations from Boston University and a Bachelor’s Degree from Universidad Iberoamericana in Mexico City. Ms. Ortiz Mena is an Independent Board Member of the Mexican Stock Exchange, Mexican Natural Gas Association, Board Member of the World Energy Council - Mexico Chapter, Member of Mexican Council for International Relations. From 2015 to 2016, Ms. Mena was President of the Board of Mexico’s Natural Gas Association.

Erle Allen Nye Jr.
Member of the Board of Directors
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E. Allen Nye, Jr. Mr. Nye has served as a member of our board of directors and Chief Executive Officer of Oncor Electric Delivery Company, LLC since March 9, 2018. From January 2011 until March 2018, Mr. Nye served as Senior Vice President, General Counsel and Secretary of Oncor, and in such role was responsible for overseeing all of Oncor’s legal and compliance matters. In January 2013 his responsibilities were expanded to include oversight of all regulatory and governmental affairs activity of Oncor. From June 2008 until joining Oncor, Mr. Nye practiced law as a partner in the Dallas office of Vinson & Elkins LLP, where he focused on representation of regulated energy companies before state and federal government agencies, including the PUCT, the State Office of Administrative Hearings and the FERC. Prior to Vinson & Elkins, Mr. Nye was a partner in the law firm of Hunton & Williams LLP (now known as Hunton Andrews Kurth LLP) from January 2002 until May 2008.

Randall Lee Clark
Member of the Board of Directors
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Randall L. Clark. Mr. Clark is a member of our board of directors and Senior Vice President, Chief Human Resources officer for Sempra Energy. In this position, Mr. Clark is responsible for leading human resources functions, including compensation, health and welfare benefits, employee relations, executive/leadership development, talent acquisition, diversity and inclusion programs and corporate culture initiatives. In addition, Mr. Clark is responsible for human resource information systems, payroll and employee programs. Mr. Clark has served in various leadership and legal capacities at the Sempra Energy family of companies over the last 20 years. Most recently, he was Chief Human Resources Officer and Chief Administrative Officer at SDG&E. As Chief Human Resources Officer and Chief Administrative Officer, Mr. Clark was responsible for all SDG&E human resources and safety functions and was the senior officer over operations support and supply management. He has also previously served as Sempra Energy’s Deputy General Counsel, Vice President – Human Resources Services, Vice President – Compliance and Governance, Vice President – Corporate Responsibility, Vice President – Corporate Relations and its Corporate Secretary. Prior to Sempra Energy, Mr. Clark practiced law at Morrison & Foerster in Los Angeles and at Cooley Godward in San Diego. Mr. Clark is a member of several bar associations, the National Association of Corporate Directors, the Society for Corporate Governance, the Society for Human Resource Management and World at Work. He also serves as a trustee on the board of the La Jolla Playhouse, where he co-chairs the nominating committee and sits on the finance committee, and as a trustee on the board of Francis Parker School, where he chairs the audit committee and sits on the compensation, governance and executive committees. Mr. Clark graduated summa cum laude and holds a Bachelor’s Degree from Pepperdine University, and graduated with honors from Duke University’s School of Law.

Trevor Ian Mihalik
Member of the Board of Directors
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Trevor I. Mihalik. Mr. Mihalik is Executive Vice President and Chief Financial Officer for Sempra Energy. In this position, Mr. Mihalik oversees all financial matters and corporate development for us, including mergers and acquisitions. He joined Sempra Energy in 2012 as Controller and Chief Accounting Officer and was promoted to Senior Vice President in 2013. In 2018 he was promoted to his current role. Mr. Mihalik has approximately 30 years of financial experience in the energy industry, with extensive knowledge of capital markets, mergers and acquisitions, financial reporting, treasury and market and credit risk. Previously, he served as Senior Vice President of Finance for Iberdrola Renewables, the U.S. subsidiary of Iberdrola S.A., a multinational utility and energy company headquartered in Bilbao, Spain. Prior to that, he was Vice President of Finance for Chevron Natural Gas and also served as its Vice President of Finance and Chief Financial Officer for their natural gas marketing, trading and storage joint venture, Bridgeline Holdings. Mr. Mihalik spent the first nine years of his career working in Houston and London in the energy practice of Price Waterhouse. He currently serves on the board of WD-40 and is on the advisory board for the University of San Diego’s School of Business Administration. Mr. Mihalik graduated with a Bachelor’s Degree in Accounting, with an emphasis in Finance, from Creighton University, holds a Master’s Degree in Business Administration from Rice University and is a certified public accountant.

Jennifer Frances Jett
Member of the Board of Directors
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Jennifer F. Jett. Ms. Jett is Vice President of Governance and Corporate Secretary for Sempra Energy. In this role, Ms. Jett is responsible for advising the board of directors and senior management on a broad range of governance matters. Previously, from 2018 to April 2020, Ms. Jett served as corporate secretary for Sempra Energy. Prior to that, Ms. Jett served as Director of Project Finance for Sempra Energy, where she was responsible for advising Sempra Energy’s operating companies on the structuring, documentation and execution of financing transactions. She has also served as Director of Corporate Governance and AC Secretary for Sempra Energy, where she oversaw various governance and corporate legal functions for Sempra Energy and its business units and served as the corporate secretary for Sempra Energy’s two regulated California utilities, SDG&E and Southern California Gas Co., and Cameron LNG. Ms. Jett also held various positions of increasing responsibility within the law department where she worked on a wide range of transactional matters for Sempra Energy and its subsidiaries. Before joining Sempra Energy in 2005 as corporate counsel, she was an associate at Pillsbury Winthrop Shaw Pittman LLP where she advised both public and private companies on corporate transactional and securities matters. Ms. Jett serves as a board member of the Corporate Directors Forum, which provides board-focused peer networking and director education in corporate governance. Ms. Jett also serves on Sempra Energy’s political action committee board. She holds a Bachelor’s Degree in Psychology and Anthropology from the University of Vermont, where she graduated summa cum laude and Phi Beta Kappa, and a law degree from the University of California, Berkeley.

Lisa Glatch
Member of the Board of Directors
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Lisa Glatch is president and chief operating officer of Sempra LNG. She also serves as chairman of the board of directors for Cameron LNG, LLC, a joint venture of which Sempra Energy owns 50 percent.

Glatch joined Sempra Energy in 2018 as strategic initiatives officer with a focus on strategic efforts in building North America’s premier energy infrastructure company and overseeing Cameron LNG Phase 1’s successful achievement of commercial operations.

Prior to joining Sempra Energy, Glatch led business development and profitable growth as executive vice president, chief strategic development officer and board director for CH2M, a Fortune 500 global consulting and program management firm. Before joining CH2M in 2014, she served as senior vice president of global sales for Jacobs, a global technical services firm.

Previously, Glatch spent 24 years with Fluor Corporation, a global engineering and construction industry leader, in a range of management positions including president of Fluor’s government group and senior vice president of project operations for Fluor’s energy & chemicals group.
Glatch’s 34 years of experience spans the public and private sectors in the energy, environmental, water and transportation sectors.
Glatch currently serves on the board of Evoqua Water Technologies (NYSE: AQUA).

Glatch graduated with honors from the University of Colorado at Boulder with a bachelor’s degree in chemical engineering. She has completed advanced management programs at The Wharton School at the University of Pennsylvania and Stanford University.

*Independent Member, pursuant to the terms of the Securities Market Law

Board Members Officers
Carlos Ruiz Sacristán
Chairman of the Board of Directors
Vanesa Madero Mabama
Non-Member Secretary of the Board of Directors

*Independent Member, pursuant to the terms of the Securities Market Law

Shareholders’ Meeting
Date Title
06/28/21
Shareholders’ Meeting
Supporting Materials
Date Title
04/30/21
Shareholders’ Meeting
Supporting Materials
Date Title
11/30/20
Shareholders’ Meeting
Supporting Materials
Date Title
04/30/20
Shareholders’ Meeting
Supporting Materials
Date Title
11/29/19
Shareholders’ Meeting
Supporting Materials
Date Title
04/30/19
Shareholders’ Meeting
Supporting Materials
Date Title
01/30/19
Shareholders’ Meeting
Supporting Materials
Date Title
06/14/18
Shareholders’ Meeting
Supporting Materials
Date Title
04/27/18
Shareholders’ Meeting
Supporting Materials

Board of Directors Meetings

Board of Directors Meetings 2021

Board Members 1a
2/18/2021
Ordinary
2a
4/14/2021
Extraordinary
3a
4/27/2021
Ordinary
4a
07/20/2021
Ordinary
5a
10/19/2021
Ordinary
Carlos Ruiz Sacristán
Chairman
  He recused himelf      
Aarón Dychter Poltolarek*          
Alberto Felipe Mulás Alonso*          
Erle Allen Nye, Jr.   He recused himelf      
Faisel Hussain Kahn   He recused himelf      
Jennifer Frances Jett   She Recused herself      
José Julián Sidaoui Dib*          
Lisa Glatch   She Recused herself      
Peter Ronan Wall   He recused himelf      
Randall Lee Clark   He recused himelf      
Tania Ortiz Mena López Negrete   She Recused herself      
Trevor Ian Mihalik   He recused himelf      

* Independent Director.

Board of Directors Meetings 2020
Attendance List

Board Members 1a
18/02/2020
Ordinary
2a
3/04/2020
Extraordinary
3a
21/04/2020
Ordinary
4a
21/07/2020
Ordinary
5a
20/10/2020
Ordinary
6a
4/11/2020
Extraordinary
7a
1/12/2020
Extraordinary
8a
11/12/2020
Extraordinary
Carlos Ruiz Sacristán
Chairman
               
José Julián Sidaoui Dib*                
Aarón Dychter Poltolarek*                
Alberto Felipe Mulás Alonso*                
Peter Ronan Wall                
Faisel Hussain Kahn                
Tania Ortiz Mena López Negrete                
Erle Allen Nye, Jr.                
Randall Lee Clark - -            
Trevor Ian Mihalik - - - Provisional appointment        
Jennifer Frances Jett - - - Provisional appointment        
Lisa Glatch - - - - - -    
Dennis Victor Arriola       Resignation
July 2020
- - - -
Justin Christopher Bird x      
Resignation
July 2020
- - - -
George William Bilicic   Resignation
March 2020
- - - - - -

* Independent Director.

Duties of the Board of Directors

Pursuant to its bylaws, the Company is managed by a board of directors. The Company is subject to certain corporate governance and management rules established in its bylaws and the Mexican Securities Market Law, as discussed below.

This discussion does not purport to be complete and is qualified by reference to the Company’s bylaws and the applicable provisions of the Mexican Securities Market Law, the General Rules for Securities Issuers and the regulations issued by the Mexican Stock Exchange.

The Company’s board of directors consists of twelve members. Each director is appointed to serve for one year and may be reelected but must remain in office until a successor has been appointed and taken office. Directors may be removed at any time by a decision of the Company’s shareholders at a general shareholders’ meeting. The members of the Company’s board of directors are elected by the Company’s shareholders. The Company’s board of directors must hold a meeting at least once every three months and may hold extraordinary meetings at any time it may deem appropriate.

Under Mexican law, at least 25% of the members of the board of directors must be “independent” within the meaning assigned to such term in the Mexican Securities Market Law. The Company’s bylaws provide for an alternate director to serve in place of an elected director if such director is unable to attend a meeting of the board of directors. The alternate members of the independent members must have the same character. The shareholders entitled to vote, who individually or jointly have (10) ten percent of the Company's capital stock, shall have the right to designate or revoke a member of the Board of Directors at the General Shareholders' Meeting.

The current members of the Company’s board of directors were elected or reelected at the general ordinary shareholders' meeting, held on November 30, 2020.

The Board of Directors is the Company’s legal representative and is authorized to take any action, as a collegiate body, in connection with the Company’s operations not expressly reserved to its shareholders.

The Board of Directors has the faculty, among other matters to:

  • Approve the Company’s and its subsidiaries general strategy;
  • Authorize, with the prior opinion of the audit and corporate practices committees: (1) any transaction with related parties, subject to very limited exceptions, (2) the appointment and removal of the Chief Executive Officer and other relevant senior managers, as well as to determine their functions and remuneration; (3) the Company’s internal control and internal audit guidelines and those of its subsidiaries; (4) the Company’s financial statements and those of its subsidiaries, (5) unusual or non-recurring transactions and any transactions or series of related transactions during any calendar year that involve (a) the acquisition or sale of assets with a value equal to or exceeding 5% of the Company’s consolidated assets or (b) the granting of collateral or guarantees or the assumption of liabilities, equal to or exceeding 5% of the Company’s consolidated assets, (6) the appointment of external auditors; and (7) policy of use and enjoyment of the assets of the Company and its subsidiaries, by the related parties.
  • Call shareholders’ meetings and acting on their resolutions;
  • Create special committees and granting them powers and authority, with the exception of those that, by law, or under the Company’s bylaws are expressly reserved to the shareholders or the Company’s Board of Directors;
  • Submit the Chief Executive Officer’s annual report to the general shareholders’ meeting (which includes the Company’s audited annual financial statements) and a report about the accounting policies and criteria used for the preparation of the Company’s financial statements;
  • Issue an opinion on the price of Company share placements by means of Global Offerings;
  • Approve the policies related to disclosure of information;
  • Determine the measures to be adopted in the event that irregularities are detected; and
  • Exercise the Company’s general powers in order to comply with its corporate purpose, among others.

The meetings of the Board of Directors will be validly convened and held if a majority of its members are present; and its resolutions will be valid if approved by a majority of the members present, unless the Company’s bylaws require a higher number of votes. The Chairman of the Board of Directors has a tie-breaking vote. Notwithstanding the above, at any time the shareholders may override a decision made by the Board.

Meetings of the Board of Directors may be called by (1) 25% of the board members, (2) the Chairman of the Board of Directors, (3) the Chairman of the Audit Committee or the Corporate Practices Committee, or (4) the Secretary to the Board of Directors.

The Securities Market Law imposes a duty of diligence and loyalty on the directors.

The members of the board during meetings must abstain from participating and voting on matters in which they might have a conflict of interest with the Company, without this affecting the necessary quorum for that particular meeting.

The members of the Board of Directors and the Secretary to the Board of Directors, would breach their duty of loyalty and be liable for damages to the Company and, if applicable, its subsidiaries if they have a conflict of interest and they vote or make a decision with respect to the Company’s or its subsidiary’s assets or if they fail to disclose any conflict of interest they may have unless confidentiality duties prevent them from disclosing such conflict.

Board of Directors Evaluation

Our Board of Directors carries out an annual self-assessment exercise in which the directors rate their performance and share their challenges and concerns.

Management
Carlos Ruiz Sacristán
Chairman of the Board of Directors and Executive President of IEnova
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Carlos Ruiz Sacristán. Mr. Ruiz is Chairman of our board of directors and our Executive President. Mr. Ruiz was Chief Executive Officer of Sempra North American Infrastructure Group from 2018 until September 2020, Chief Executive Officer and Chairman of the board of directors from 2012 to 2018, and member of the board of directors of Sempra Energy from 2007 to 2012. Mr. Ruiz served as Mexico’s Secretary of Communications and Transportation during the administration of Dr. Ernesto Zedillo Ponce de León from 1994 to 2000. Previously he served in various positions at the Central Bank (Banco de Mexico) from 1974 to 1988, the Ministry of Finance from 1988 to 1992, and Petróleos Mexicanos in 1994.

Mr. Ruiz holds a Bachelor’s Degree in Business Administration from Anahuac University in Mexico City and a Master’s Degree in Business Administration from Northwestern University in Chicago. Currently Mr. Ruiz is a member of the Board of Directors of Southern Copper Corporation, Banco Ve por Más, S.A de C.V., Grupo Creatica, S.A. de C.V., Technical Committee of Diego Rivera and Frida Kahlo Museums Trust and of the Technical Committee of the Energy and Technology Museum Trust.

Tania Ortiz Mena
Chief Executive Officer
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Tania Ortiz Mena has been serving as Chief Executive Officer for IEnova since September 2018 and has served on the Board of Directors since January 2019. Prior to her appointment as CEO, she served as Chief Development Officer for IEnova, heading both the Business Development and the Commercial divisions in 2016-2018. Tania began her career at IEnova in 2000, having held positions as General Manager, Project Director, Director for Government and Regulation Affairs, Chief Foreign Affairs Officer, and Chief Foreign Affairs and Business Development Officer. In 1994-1999, Tania worked at PMI, a Pemex subsidiary, as Deputy Commercial Manager for Refined Products, heading the international trade of heavy oil products.

Tania holds a Master’s Degree in International Relations from Boston University and a Bachelor’s Degree from Universidad Iberoamericana in Mexico City.

Tania was recently appointed as Independent Boardmember of the Mexican Stock Exchange, and Member of the Corporate Practices Committee of the Mexican Stock Exchange (Bolsa Mexicana de Valores), Board Member of the Mexican Natural Gas Association (Asociación Mexicana de Gas Natural), Board Member of the World Energy Council - Mexico Chapter, member of the Mexican Council for International Relations. In 2015-2016, Tania was Chairman of the Board of Directors for the Asociación Mexicana de Gas Natural. In addition, she served on the Consulting Council of the Energy Regulatory Comission.

Carlos Mauer Díaz Barriga
Chief Financial Officer
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Carlos Mauer currently serves as IEnova’s Chief Development Officer since September 2020. From March 2020 to September of the same year he served as Chief Development Office, leading IEnova's energy infrastructure development projects. Prior to this position, Carlos was appointed as Vice President - South America for Sempra Energy, being responsible for Sempra’s investments in Chile and Peru as well as business development leader in the region. Mauer has also served as Vice president of the board of directors of Chilquinta Energia and Luz del Sur.

Mauer joined Sempra in 2002 as Commercial Manager for Sempra Mexico and has held various roles of increasing responsibility in the areas of business development, financial planning and asset management.

Mauer has extensive experience in the energy industry, especially in the gas and electric infrastructure segments in the US and Latin America. Earlier in his career, Mauer was involved in international trading operations of crude oil and petroleum products for Petroleos Mexicanos Internacional (PMI) based in Mexico City and London.

Mauer has a degree in chemical engineering and management from Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM), Monterrey, Mexico.

René Buentello Carbonell
Chief Compliance Officer and General Counsel
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René Buentello has been IEnova’s General Counsel and Chief Compliance Officer since September 2018. Previously he served as Chief Legal Counsel from 2016 to 2018, Vice President and General Counsel from 2014 to 2016 and General Counsel from 2010 to 2014. René Buentello began his corporate lawyer career at the industrial division of Grupo Carso, where he served as Legal Manager at Grupo Nacobre and Grupo Aluminio and Alternate Secretary and Secretary, respectively, of the Board of Directors of those companies from 1990 to 2002, and later he joined PEMEX, where he served in various positions in the transportation and logistical areas of Pemex-Gas and Pemex-Refining from 2002 to 2008. Subsequently, he served as Business Development Director at El Paso Corporation in Mexico from 2008 to 2010. RenéBuentello holds a law degree and graduate degrees in Economic and Corporate Law, Commercial Law and International Finance Law, all from the Universidad Panamericana.

Abraham Zamora Torres
Chief Sustainability, Corporate and Public Affairs Officer
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Abraham Zamora Torres has been IEnova's Chief Sustainability, Corporate and Public Affairs Officer since December 2018. Before joining IEnova he worked as Chief of Staff of the Minister of Foreign Affairs from 2017 to 2018, Chief Executive Officer in the National Bank of Public Works and Services (BANOBRAS) from 2015 to 2017, and Head of the Economic Productivity Unit at the Ministry of Finance and Public Credit from 2013 to 2015. From 2006 to 2013, Abraham served as Chief Corporate and Industry Affairs Officer at Aeromexico and as President of the National Air Transportation Association from 2011 to 2013. Between 1991 and 2004 he held several positions at Mexican Public Administration, including within the Ministry of Finance and Public Credit and the Ministry of Communications and Transportation. Abraham Zamora holds a bachelor's degree in Economics from Instituto Tecnológico Autónomo de México (ITAM) and has two master degrees in Public Policy and Administration from Columbia University and Political Economy from University of Essex.

Juan Rodriguez Castañeda
Chief Natural Gas Operating Officer
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Juan Rodriguez Castañeda has been IEnova's Chief Natural Gas Operating Officer since September 2018. Previously he served as the Company’s Chief Corporate Affairs & Human Resources officer from May 2016 to 2018 and Vice President of Corporate Affairs and Human Resources from 2014 to 2016. Before joining IEnova he worked for 10 years in the aviation sector, where he served as Chief Corporate & Industry Affairs Officer from 2013 to 2014, Chief Human Resources Officer from 2010 to 2013 in Aeromexico, Chief Executive Officer in SEAT, currently Aeromexico Servicios in 2010 and Chief Executive Officer in Aeromexpress currently Aeromexico Cargo from 2004 to 2010. Juan Rodriguez Castañeda also served in the Mexican Public Administration from 1988 to 2004 including posts within the Secretary of Finance and Public Credit, Secretary of Communication and Transportation (SCT), PEMEX, as well as the Office of the Presidency, his most relevant positions were Chief of Staff for three Secretaries and General Coordinator of Planning at the Secretary of Communication and Transportation. Juan Rodriguez Castañeda holds a bachelor's degree in Economics from Instituto Tecnológico Autónomo de México (ITAM).

Carlos Francisco Barajas Sandoval
Chief Power and Storage Operating Officer
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Carlos Barajas has been Chief Power and Storage Operating Officer since September 2018. Previously he served as IEnova’s Chief Operating officer from 2016 to 2018, Vice President of Operations from 2013 to 2016 and Vice President of Gas in 2013. Before joining IEnova, Carlos Barajas worked for LNG's Terminal in Altamira as General Director from 2007 to 2013; Director of Business Development for Shell Mexico from 2005 to 2007, Commercial Director for InterGen Mexico from 200 to 2005 and Commercial Manager for Energía Mayakan from 1997 to 2000. Carlos Barajas holds a Bachelor's Degree in Civil Engineering from the Instituto Politécnico Nacional in 1992 and a Master's Degree in Engineering from British Columbia University in 2000 and a Master's Degree in Business and Economics from the Universidad Anáhuac in 2007.

Jorge Molina Casellas
Chief Development Officer
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Jorge Molina Casellas serves as Chief Development Officer since September 2020. Previously Molina was appointed as Commercial Vice President since May 2016, and from 2012 to 2016 served as Business Director. Jorge has held management positions in the commercial, finance, project, regulatory and operations areas in different business units since he joined IEnova in 1997. Before joining IEnova, Molina worked as Financial Advisor for Bancomer from 1993 to 1997. Mr. Molina holds a Bachelor’s Degree in Business Administration and a Master’s Degree in Corporate Finance from the Centro de Enseñanza Técnica y Superior Campus Mexicali.

Corporate Practices and Audit Committees Members

Audit Committee Corporate Practices Committee
José Julián Sidaoui Dib* Audit Committee Corporate Practices Committee
Aarón Dychter Poltolarek* Audit Committee Corporate Practices Committee
Alberto Felipe Mulás Alonso* Audit Committee Corporate Practices Committee
Trevor Ian Mihalik Corporate Practices Committee
= Chairperson = Member

Corporate Practices Committee Meetings

Corporate Practices Committee Meetings 2021

Committee Members 1a
1/17/2021
Extraordinary
2a
1/15/2021
Extraordinary
3a
1/21/2021
Extraordinary
4a
1/29/2021
Extraordinary
5a
2/4/2021
Extraordinary
6a
2/9/2021
Extraordinary
7a
2/10/2021
Extraordinary
8a
2/12/2021
Extraordinary
9a
2/17/2021
Ordinary
10a
2/19/2021
Extraordinary
11a
2/26/2021
Extraordinary
12a
3/2/2021
Extraordinary
13a
3/10/2021
Extraordinary
14a
3/12/2021
Extraordinary
15a
3/17/2021
Extraordinary
16a
3/26/2021
Extraordinary
17a
4/7/2021
Extraordinary
18a
4/14/2021
Extraordinary
19a
4/26/2021
Ordinary
20a
7/19/2021
Ordinary
21a
10/18/2021
Ordinary
Alberto Felipe Mulás Alonso*
CHAIRMAN**
                                         
Aarón Dychter Poltolarek*                                          
José Julián Sidaoui Dib*                                          
Trevor Ian Mihalik He recused himself He recused himself He recused himself He recused himself He recused himself He recused himself He recused himself He recused himself   He recused himself He recused himself He recused himself He recused himself He recused himself He recused himself He recused himself He recused himself He recused himself      

* Independent Director.

Corporate Practices Committee Meetings 2020

Committee Members 1a
2/17/2020
Ordinary
2a
4/20/2020
Ordinary
3a
7/20/2020
Ordinary
4a
10/19/2020
Ordinary
5a
11/4/2020
Extraordinary
6a
12/3/2020
Extraordinary
7a
12/7/2020
Extraordinary
8a
12/9/2020
Extraordinary
9a
12/10/2020
Extraordinary
10a
12/11/2020
Extraordinary
11va
12/21/2020
Extraordinary
12va
12/23/2020
Extraordinary
13va
12/29/2020
Extraordinary
Alberto Felipe Mulás Alonso*
CHAIRMAN**
                         
Aarón Dychter Poltolarek*                          
José Julián Sidaoui Dib*                          
Trevor Ian Mihalik - - Provisional Appointment
7/1/2020
    He recused himself He recused himself He recused himself He recused himself He recused himself He recused himself He recused himself He recused himself
Dennis Victor Arriola - - Provisional Appointment
7/1/2020
- - - - - - - - - -

* Independent Director.

** Mr. Mulás was appointed as Chairman of the Committee by the Ordinary General Shareholders Meeting held on April 30, 2020.

Audit Committee Meetings

Audit Committee Meetings 2021

Committee Members 1a
2/17/2021
Ordinary
2a
4/26/2021
Ordinary
3a
7/19/2021
Ordinary
4a
10/18/2021
Ordinary
Aarón Dychter Poltolarek*
CHAIRMAN**
       
Alberto Felipe Mulás Alonso*        
José Julián Sidaoui Dib*        

* Independent Director.

Audit Committee Meetings 2020

Committee Members 1a
17/02/2020
Ordinary
2a
20/04/2020
Ordinary
3a
20/07/2020
Ordinary
4a
05/10/2020
Extraordinary
5a
19/10/2020
Ordinary
6a
04/11/2020
Ordinary
Aarón Dychter Poltolarek*
CHAIRMAN**
           
Alberto Felipe Mulás Alonso*            
José Julián Sidaoui Dib*            

* All Committee Memebers are Independent.

Corporate Practices Committee Bylaws

The Board of Directors (the “Board” or “Board of Directors”) of Infraestructura Energética Nova, S.A.B. de C.V. (“IEnova” or the “Company”), in accordance with the provisions of the Securities Market Law (“LMV”) and the Company’s Corporate By-laws, shall be assisted by the Corporate Practices Committee (the “Committee”) in the performance of its functions.

  1. General Provisions.
    1. Membership of the Committee.
      1. The membership of the Corporate Practices Committee will consist exclusively of independent members appointed by the Board. However, in the event that the Company is controlled by a party, or group of parties, who hold 50% (fifty per cent) or more of the Company’s capital stock, the Committee membership will consist of, at least, a majority of independent members, provided that said circumstance is disclosed publicly
      2. The Committee members will be appointed and/or removed by the Board of Directors, except for the Chairman of the Committee, who will be appointed and/or removed exclusively by the Shareholders’ Meeting.
      3. The Chairman of the Committee may not be the Chairman of the Board of Directors.
      4. The Secretary of the Board also shall act as the Secretary of the Committee.
      5. The Committee members will remain in office for one year; however, with the Shareholders’ approval they will continue in office for one more year period. When such term has ended or by the resignation to its position, for up to thirty (30) calendar days even after their term ends or they resign, until their replacements are appointed or take office.
      6. When, due to any reason, the minimum number of three members of the Committee is not fulfilled, and the Board of Directors has not appointed the new members, the Chairman of the Board of Directors shall call a General Shareholders’ Meeting in order to make the respective appointments.
    2. Operation of the Committee.
      1. The Corporate Practices Committee shall hold ordinary meetings at least three times a year, prior to the respective Board of Directors’ Meeting. Extraordinary meetings may also be held at any time.
      2. The Committee meetings shall be called by its Chairman, and in the absence thereof, by any another member of the Committee or the Secretary of the Board.
      3. In order for the Corporate Practices Committee to validly meet, whether in ordinary or extraordinary meetings, the participation of the majority of its members will be required, either in person or remotely.
      4. The Committee meetings shall be chaired by the Committee Chairman. In case of the absence of the Chairman of the Committee, the respective meeting will be chaired by any of the members appointed by those present.
      5. The resolutions of the Committee must be approved by the majority of its members.
      6. The Secretary shall draft the minutes of the Committee meeting, which shall be signed by the Chairman and the Secretary, in addition to the signing of the attendance list, which shall also be signed by all the Committee members who attended the meeting.
      7. At any of the Committee meetings held during the year, the members shall agree the calendar of meetings scheduled for the coming year and, at the same meeting, shall formulate an annual program of the main issues to the transacted the following year.
      8. The Corporate Practices Committee shall review these By-laws each year, or when the circumstances merit it in order to guarantee their update and adaptation to the Company’s By-laws, the LMV and the other applicable legal provisions, in the understanding that all modifications shall be subject to the approval of the Board of Directors.
      9. If deemed suitable or necessary, the Committee may invite relevant Company directors or any independent external expert to attend the Committee meetings when it considers that they may be able to contribute or provide elements to assist in its decision-making, or when their attendance is required in accordance with the LMV and the other applicable provisions.
      10. The Committee shall evaluate its own performance annually, including its compliance with these Bylaws.
  2. Duties and Responsibilities of the Committee.
    1. Responsibilities Inherent to the Committee.
      1. Support the Board of Directors, within the scope of the Committee’s jurisdiction, in preparing: (i) the report on the main accounting and information policies and criteria followed in the preparation of the Company’s financial information, referred to by the General Corporation and Partnership Law and (ii) the report on the operations and activities in which the Board of Directors intervened during the fiscal year in question.
      2. Appoint the independent expert, who will issue any required fairness opinion related to the conditions of any transaction that, if applicable, is to be performed the Company, or the companies it controls, with related parties, which, either simultaneously or successively, due to their characteristics, may be considered as a single transaction, in the lapse of one fiscal year, which represents, based on the figures from the end of the immediately preceding quarter, the acquisition or sale of assets equal or greater in amount or value, to 10% 3 (ten per cent) of the Company’s consolidated assets, or the granting of guarantees or the assumption of liabilities that represent the same percentage.
      3. Call Shareholders’ Meetings and request that the points it deems relevant be inserted into the Order of Business of said Meetings.
      4. Supervise and follow-up the appointment, election and if applicable, the dismissal of the CEO and the integral remuneration thereof, as well as the policies for the appointment and remuneration of the other relevant directors of the Company.
      5. Supervise and follow-up the CEO and Relevant Directors succession plan.
      6. Ensure that transactions performed between related parties, or transactions subject to cross-participation regulation, pursuant to the terms of Article 83 of the Hydrocarbons Law, comply fully with the terms of said Article and the Company’s applicable policies.
      7. Supervise and follow-up on the implementation of the Company’s environmental and sustainability policies and the actions taken based on them.
      8. Approve the Company’s internal control policies (non-accounting) proposed by the Chairman of the Board of Directors or the Chief Executive Officer.

      In accordance with the provisions of the LMV, the Company’s Board of Directors may delegate functions to the Corporate Practices Committee, in which case, these Bylaws shall be amended to reflect said functions.

    2. Issuance of Opinions to the Board of Directors

      The Committee shall issue prior opinions on issues within its scope of responsibility, and in accordance with these By-laws, the LMV and other applicable provisions, so that the Board of Directors may:

      1. Rule on the policies and guidelines for the use assets of the Company and the companies it controls by related parties.
      2. Approve each individual related-party transaction to be performed by the Company or the companies it controls and that require Board approval.
      3. Approve the appointment, election and if applicable, the dismissal of the CEO and the integral remuneration thereof, as well as the policies for the appointment and remuneration of the other relevant directors of the Company.
      4. Approve any matter regarding the CEO and Relevant Directors succession plan, as well as the necessary policies for such purposes.
      5. Rule on enabling a member, relevant director or high-ranking party may take advantage of business opportunities for themselves or for third parties, the Company, or the companies it controls or over which it exerts significant influence.
      6. Rule on certain aspects of a public acquisition tender offer of the Company’s securities, which, if applicable, is to be performed by the Company under the guidelines specified by the LMV.
      7. Rule on the transactions, which, if applicable, the Company or the companies it controls intend to perform with related Parties, and as stipulated in point II.1.b of these Bylaws.

      The opinions of the relevant directors must be heard for the preparation of the Committee’s opinions. In the event of differences in opinion with the directors, said differences will be included in the opinions in question.

      Also, when the Board of Directors’ decisions are not in line with the opinions provided to it by the Committee, the Committee’s Chairman shall instruct the Company’s Chief Executive Officer to disclose such circumstance to the public investors through the stock exchange in which the Company’s stock or its financial instruments are traded.

    3. Annual Committee Report
      1. The Chairman of the Committee shall prepare and present to the Board of Directors an annual report of the Committee’s activities completed during the fiscal year in question. The report shall be also be presented to the Company’s General Ordinary Shareholders’ Meeting, and shall contain the following, among other points:
        1. Observations on the performance of the relevant directors.
        2. Related-party transactions performed during the year reported, detailing the characteristics of the relevant transactions.
        3. The integral emolument or remuneration packages of the CEO and the other relevant directors of the Company.
        4. The dispensations granted by the Board of Directors, if any, so that a member, relevant director, or high-ranking party may take advantage of business opportunities for themselves or for third parties, which relate to the Company or the companies over which it exerts significant influence.
    4. Communication by the Committee with Relevant Directors.
      1. The Corporate Practices Committee shall hear the opinions of the relevant Company directors, whom it may request to attend the Committee meetings when it deems, they may be able to contribute or provide elements for the taking of decisions by said Committee.
      2. The communications between the Committee and the relevant Company directors shall be channeled through the Chief Executive Officer, recognizing the Committee’s authority to request information directly from said relevant directors.
  3. Approval of Committee’s Bylaws.

    These By-laws any amendment thereto shall be approved by the Company’s Board of Directors.

Audit Committee Bylaws

The Board of Directors (the “Board” or “Board of Directors”) of Infraestructura Energética Nova, S.A.B. de C.V. (“IEnova” or the “Company”), in accordance with the provisions of the Securities Market Law (“LMV”) and the Company’s Corporate Bylaws, shall be assisted by the Audit Committee (the “Committee”) in the performance of its functions.

  1. General Provisions.
    1. Membership of the Committee.
      1. The membership of the Committee will consist exclusively of independent members, with a minimum of three (3) members who will be appointed by the Board.
      2. The Committee members will be appointed and/or removed by the Board of Directors, with the exception of the Chairman of the Committee, who will be appointed and/or removed exclusively by the Stockholders' Meeting.
      3. The Chairman of the Committee may not be the Chairman of the Board of Directors at the same time.
      4. The Secretary of the Board also shall act as the Secretary of the Committee.
      5. The members of the Committee shall remain in office for one year; however, they may continue to perform their duties for another equal term with the ratification of the Stockholders' Meeting. When said term ends or if they resign from office, they shall remain in office for a term of thirty (30) calendar days until a substitute is appointed or until said substitute takes office.
      6. When, due to any reason, the minimum number of three members of the Committee were lacking and the Board of Directors had not appointed the new members, the Chairman of the Board of Directors shall call a General Stockholders' Meeting in order to make the respective appointments.
    2. Operation of the Committee.
      1. The Committee shall hold ordinary meetings at least four times a year, prior to the respective Board of Directors' Meeting. Extraordinary meetings may also be held at any time. The Committee may invite whoever it deems pertinent, including members of the Board of Directors, as well as other officials of the controlling stockholder. The purpose of this invitation will be to exchange relevant information for the benefit of their respective functions and to hear and if applicable, adopt the best international corporate governance practices
      2. The Committee meetings shall be called by its Chairman, and in the absence thereof, by any another member of the Committee or the Secretary of the Board.
      3. In order that the Committee may validly meet, whether in ordinary or extraordinary meetings, the participation of the majority of its members will be required, either in person or remotely.
      4. The Committee meetings shall be chaired by the Committee Chairman. In case of the absence of the Chairman of the Committee, the respective meeting will be chaired by any of the members appointed by those present.
      5. The resolutions of the Committee must be approved for the majority of its members.
      6. The Secretary shall draft the minutes of the Committee meeting, which shall be signed by the Chairman and the Secretary, in addition to the signing of the attendance list, which shall be signed by all the Committee members who attended the meeting.
      7. At any of the Committee meetings held during the year, the members shall agree the calendar of meetings scheduled for the coming year and at the same meeting, shall formulate an annual program of the main issues to the transacted the following year.
      8. The Committee shall review these Bylaws each year or when the circumstances merit it in order to guarantee their update and adaptation to the Company's Bylaws, the LMV and the other applicable legal provisions, on the understanding that all modifications shall be subject to the approval of the Board of Directors.
      9. If deemed suitable or necessary, the Committee may invite the External Auditor, relevant Company directors or any independent external expert to attend the Committee meetings when it considers that they may be able to contribute or provide elements to assist in decision-making or when their attendance is required in accordance with the LMV and the other applicable provisions.
      10. The Committee shall evaluate its own performance annually, including its compliance with these Bylaws.
      11. The Committee shall meet as many times as it deems necessary with the internal auditor and the external auditor with or without the presence of the Chief Executive Officer or any relevant Company director.
  2. Duties and Responsibilities of the Committee.
    1. Responsibilities Inherent to the Committee.
      1. Contract, supervise and evaluate the performance of the Company's external auditor annually, and review and analyze the opinions, reports and information prepared and signed by the External Auditor, including due compliance with the General Provisions Applicable to Entities Supervised by the National Banking and Securities Commission who Retain External Auditing Service: of Basic Financial Statements (“CUAE”) and the Securities Market Law (“LMV”).
      2. Discuss the preparation and review of the Company's financial statements with the relevant Company directors responsible, in order to recommend, or not, their approval to the Board of Directors.
      3. Inform the Board and follow-up the status of the internal control and internal auditing systems of the Company, its subsidiaries and affiliates, including any irregularities detected.
      4. Inform the Board of Directors and follow-up on the status of the management and administration of the risks faced by the Company.
      5. Assist the Board of Directors, within the scope of the issues of the Committee's jurisdiction, in the preparation of the annual reports in accordance with the terms of the LMV and based on the External Auditor’s report. These reports must include the following: i) if the accounting and information policies and criteria followed in the preparation of the Company's financial statements are sufficient and adequate, considering the Company’s particular situation, ii) if the accounting and information policies and criteria followed in the preparation of the Company's financial statements are consistent with the information provided to the Chief Executive Officer, and iii) if, as a result of the two preceding subsections, the information presented by the Chief Executive Officer reasonably reflects the Company’s financial situation.
      6. Oversee and follow-up to ensure that the transactions performed based on this Committee’s and the Corporate Practices Committee´s opinions issued to support the Board’s duties and responsibilities comply with the legal provisions and the respective guidelines and policies.
      7. Request the opinions of independent external experts in cases deemed suitable or when required by the LMV and other applicable legal provisions, for the correct performance of its functions.
      8. Request the relevant directors and other employees of the Company or its subsidiaries and affiliates, to provide the reports relating to the preparation of the financial information, compliance with the fiscal obligations and other information deemed necessary for the performance of its functions.
      9. Investigate possible breaches known by the Committee, committed in the Company's or its subsidiaries’ and affiliates’ operations, operating guidelines and policies, and their internal control, internal auditing and accounting records systems. Therefore, the documentation, records and other supporting documents must be examined to the degree and extent necessary to perform said investigation.
      10. Receive the observations offered by stockholders, Board members, relevant directors, employees and any third party, regarding any breaches in the Company’s and its subsidiaries’ and affiliates’ operations, operating guidelines and policies, and the internal control, internal auditing and accounting records systems of the Company, its subsidiaries and affiliates.
      11. Inform the Board of Directors of the important irregularities detected derived from the exercise of its functions and, if applicable, the corrective actions adopted or proposed to be adopted to address them.
      12. Call Stockholders' Meetings and request that the points it deems relevant be inserted into the Order of Business of said Meetings.
      13. Oversee the Company and its subsidiaries and affiliates to ensure they establish the internal mechanisms and controls necessary to allow them to confirm that their activities and transactions are in accordance with the applicable laws and regulations, as well as to implement the methodologies that enable them to review their compliance.

      In accordance with the provisions of the LMV, the Company’s Board of Directors may delegate functions to the Audit Committee, in which case, these Bylaws shall be amended to reflect said functions.

    2. Issuance of Committee’s Opinions.

      The Committee shall issue prior opinions on issues within its remit in accordance with these Bylaws, the LMV and other applicable provisions, so that the Board of Directors may:

      1. Rule on the transactions to be performed by the Company or the companies under its control during the fiscal year, when said transactions are unusual or non-recurring, or well, their amounts represent, based on figures relating to the close of the immediate preceding quarter, in any of the following assumptions:
        1. The acquisition or sale of assets with a value equal to or greater than 5% (five per cent) of the Company's consolidated assets.
        2. The granting of guarantees or the assumption of liabilities in amounts equal to or greater than 5% (five per cent) of the Company's consolidated assets.

        Investments in debt securities or banking instruments are excluded, provided that they are made in accordance with the policies approved for such purpose of the Board.

      2. Approve the internal control and internal auditing guidelines of both the Company and the companies it controls.
      3. Approve the Company's accounting policies in line with the recognized accounting principles or those established by the applicable legal provisions.
      4. Approve the relevant changes in the application of the accounting policies and criteria for the preparation of the financial statements of both the Company and the companies it controls.
      5. Approve the Company's financial statements
      6. Approve the appointment and removal of the accounting firm that will perform the external auditing services and any or complementary services additional to the external ordinary auditing services of the ordinary course of business, including the consideration to be paid to said external auditing firm, pursuant to the stipulation of the CUAE.
      7. Follow-up to the main risks to which the Company and its subsidiaries and affiliates may be exposed. These risks are identified based on the information provided to the Board by the Committee, the Chief 5 Executive Officer and the External Auditor, as well as the information accounting systems, internal control and internal audit, records or files.
    3. Annual Committee Report.

      The Chairman of the Committee shall prepare and present to the Board of Directors an annual report of the Committee's activities completed during the fiscal year in question. The report shall be also be presented to the Company’s General Ordinary Stockholders' Meeting, and shall contain the following, among other points:

      1. The status of the internal control and internal audit system of the Company and its subsidiaries and affiliates and, if applicable, the description of their deficiencies and deviations in addition to the aspects that require improvement. This step must consider the opinions, reports, communications and the opinion of the external auditor, as well as the reports issued by the independent experts that have rendered their services during the period covered by the report.
      2. The mention and follow-up on the corrective and preventive measures implemented based on the results of the investigations into breaches in the operation and accounting records guidelines and policies, whether committed by the Company or its subsidiaries and affiliates.
      3. The evaluation of the performance of the external auditing firm, as well as of the External Auditor responsible for it, as provided by the CUAE.
      4. The description and evaluation of the additional or complementary services, which, if applicable, are rendered by the external auditing firm, as well as the services rendered by the independent experts.
      5. The main results of the analysis of the financial statements of the Company and its subsidiaries and affiliates.
      6. The description and effects of the modifications to the accounting policies approved during the period covered by the report.
      7. The measures adopted as a result of the observations deemed relevant, formulated by stockholders, members, relevant directors, employees and, in general, any third party, regarding the accounting, internal controls and issues related to the internal or external audit, or as a result of the claims made on facts deemed as irregular in the Company’s administration.
      8. Follow-up on the agreements and/or resolution adopted by the General Stockholders' Meeting, the Board of Directors and the Committee itself.
    4. Communication by the Committee with Relevant Directors and the External Auditor.
      1. The Committee shall hear the opinions of the relevant Company directors, whom it may request to attend the Committee meetings when it deems they may be able to contribute or provide elements for the taking of decisions by said Committee.
      2. The communications between the Committee and the relevant directors will be made through the Chief Executive Officer, regardless of the Committee's authority to request information directly from said relevant directors.
      3. The Committee may request the Company's External Auditor to attend Meetings when it deems suitable; however, the External Auditor shall attend at least one (1) Meeting per year.
    5. Approval of Committee’s Bylaws.

      These Bylaws any amendment thereto shall be approved by the Company’s Board of Directors.

Independence

Three of the twelve members on our Board of Directors are independent directors in accordance with the terms of the Mexican Securities Law (LMV).

The LMV determines that an independent director is one who:

  • is not subject to personal, financial or economic interests;
  • is not an employee or relevant manager of the company or any company that is part of the business group;
  • has no significant influence or controlling power;
  • is not a shareholder in the controlling group;
  • is not a customer, supplier, creditor, debtor or major service provider;
  • is not blood-related or related by affinity or civil relationship up to the fourth degree, which includes spouses, concubines, and concubines of any of the individuals in the preceding bullet points.

Our directors are required to declare whether they have any conflicts of interest vis-a-vis a deliberation and should refrain from voting if that is the case.

IEnova Bylaws

Minority Rights

Pursuant to the Mexican Securities Market Law and the Mexican Corporations Law, the Company’s bylaws include a number of minority shareholder protections. These minority protections include provisions that allow holders of at least 10% of the Company’s outstanding shares entitled to vote (including voting in a limited or restricted manner):

  1. to request that a shareholders’ meeting be called;
  2. to request that resolutions, with respect to any matter on which they were not sufficiently informed, be postponed; and
  3. to appoint or revoke the appointment of one member of the Company’s board of directors and one alternate member of the Company’s board of directors. The minority protections include provisions that also allow holders of at least 20% of the Company’s outstanding share capital to oppose and file a petition for a court order to suspend any resolution adopted at a shareholders’ meeting, provided that (1) the claim is filed within 15 days following the adjournment of the meeting at which the action was taken, (2) the challenged resolution violates Mexican law or the Company’s bylaws, (3) the opposing shareholders neither attended the meeting nor voted in favor of the challenged resolution, and (4) the opposing shareholders deliver a bond to the court to secure payment of any damages that the Company may suffer as a result of suspending the resolution in the event that the court ultimately rules against the opposing shareholder. However, these provisions have seldom been invoked in Mexico, and, as a result, it is uncertain how a competent court may enforce them.

The minority protections include provisions that also allow holders of at least 5% of the Company’s outstanding shares to initiate an action for civil liabilities against some or all of the Company’s directors in a shareholder derivative suit for the Company’s benefit, for violations of their duty of care or their duty of loyalty, in an amount equal to the damages or losses caused to us. Such actions have a five-year statute of limitations.

Contact


Mexico Office

Torre New York Life
Paseo de la Reforma 342 Piso 24
Col. Juárez C.P. 06600
Ciudad de México

Tel. (55) 9138-0100