OHL Mexico, S.A.B. de C.V. informs the investing public that today, in Mexico City, a special Board of Directors’ Meeting was held in which members of the Audit Committee presented their findings regarding the independent audits conducted by KPMG Cardenas Dosal, S.C., Jones Day Mexico, S.C., and FTI Consulting Mexico, S. de R.L. de C.V, as requested by the Board of Directors, and as communicated to the market in the press release issued on May 20, 2015, in order to:
1. Verify the operations carried out with relation to the concessions for the construction and operation of Viaducto Bicentenario and Circuito Exterior Mexiquense, as well as their modifications, have complied with the applicable legislation.
2. Review the control systems and their compliance with OHL Mexico’s corporate governance and code of ethics.
With the audits having been concluded, regarding the first point, the Company informs that:
1. The concession titles of Viaducto Bicentenario and Circuito Exterior Mexiquense, as well as their modifications, including the new tariff regime, comply with the applicable legislation, including the right that stems from the concession title of Circuito Exterior Mexiquense to recover the investment plus a guaranteed return of 10%, and from the concession title of Viaducto Bicentenario to recover the investment plus a guaranteed return of 7%.
2. The accumulated investment used as base to determine the guaranteed return yet to recover, including the construction investment, is duly approved by the authorities.
3. OHL Mexico’s external auditor (Deloitte Touche Tohmatsu, Ltd) has confirmed that the accounting policy established for the determination, recognition and accounting of the guaranteed return, is in accordance with International Financial Reporting Standards, applicable in the present circumstances.
Therefore, it is concluded that all allegations by Tecnología Aplicada Infraiber, S.A. de C.V. (Infraiber) are false, and are part of a smear campaign against OHL Mexico. Additionally, it was confirmed that OHLMEX does not have, nor has had any legal relationship with Infraiber.
Furthermore, the audits concluded that the technical review by a recognized expert on the subject, found that the illegally obtained and analyzed recordings were edited and altered to change their meaning. These recordings are also part of the smear campaign against OHL Mexico.
In relation to the independent audit’s second point, and based on research conducted, the Audit Committee informed the Board of Directors the following:
i. In order to achieve greater autonomy and effective management of the company, areas and administrative procedures that should be strengthened were identified
ii. The importance of strengthening the supervisory bodies of the company, the Audit Committee, Corporate Governance Committee, Internal Audit and Risk Control was identified; particularly regarding the guidelines for related party transactions in order meet the highest standards of corporate governance.
iii. The need to strengthen compliance with the Code of Ethics of the Company was identified.
iv. Vulnerabilities in the management of information security were identified, although no evidence of the involvement of an OHL Mexico employee in information leakage was obtained.
In relation to the above, as a result of the exhaustive audit that has been conducted and in order to follow best corporate governance practices, the Audit Committee presented 19 important and specific recommendations to the Board of Directors to meet this objective, all of which will be evaluated by the Board itself.
Lastly, as announced in the press release issued on June 1, 2015, regarding the investigation into the alleged illegal payments made to officials, the law firm Ritch, Mueller, Heather y Nicolau, S.C., concluded that during the defense in the trials, no evidence or indication was found indicating any misconduct in violation of the law or Code of Ethics, nor any payment either direct or indirect to any judge, official or public servant, in relation to the trials analyzed. Furthermore, Jones Day, the Audit Committee’s consultant confirmed that the trials have been conducted responsibly and legally by OHL Mexico.
