Relevant Event

ALEATICA S.A.B. DE C.V. INFORMS ABOUT CHANGES TO ITS BOARD OF DIRECTORS AND CORPORATE PRACTICES AND AUDIT COMMITTEES AND ABOUT CERTAIN AMENDMENTS TO ITS BYLAWS

Mexico City, July 15 2021.- Aleatica, S.A.B. de C.V. (Aleatica or the “Company”) informs the general investing public that:

(i) (a) In accordance with Article 50, section I, paragraph b) of the General Provisions Applicable to Issuers of Securities and other Securities Market Participants (Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores) and, as part of its General Ordinary Shareholders’ Meeting held today; and (b) in connection with the relevant event published on June 29, 2021, the shareholders of the Company appointed Jimena Lidia Fernández Cortina and Simona Visztová as independent members of Aleatica’s Board of Directors (the “Board”).

In addition to driving a culture of diversity and inclusion (D&I) within the Company, the appointment of Jimena Lidia Fernández Cortina and Simona Visztová aligns with the corporate priorities of Aleatica. This appointment strengthens the capacity of the company in two key areas: through the adoption of Environmental, Social, and Governance (ESG) objectives and the strengthening of client service initiatives throughout the Company’s portfolio.

Regarding the appointment, Rubén Gerardo López Barrera, Chief Executive Officer of the Company stated: “We are proud to incorporate these two successful executives, who will contribute new substantive capabilities to the Board of Directors. Their careers, experience, and vision will strengthen Aleatica’s differentiated strategy into the future, as well as our diversity and inclusion priorities.”

Jimena Lidia Fernández Cortina has more than 20 years of international experience in diverse industries including education, public finance, technology, and energy. She brings broad experience in promoting programs that bolster ESG criteria. She currently serves as Managing Director & Corporate Governance Practice Leader in Horton International, where she has promoted the presence of women in board rooms.

Simona Visztová has more than 20 years of experience in leading companies in the retail sector working for Wal-Mart Mexico and Sam’s Club Mexico, Suburbia and Vips with a particular emphasis on improving client service.

During the same meeting, the shareholders accepted the resignation of Jacinto Rafael Villafañez Esteban as alternate member of the Board of Directors, who was acting in that position with respect to Gabriel Núñez García, proprietary member, and appointed Rubén Gerardo López Barrera in his place, who will act in that capacity with respect to Kenneth Frederick Daley and Gabriel Núñez García.

Likewise, the shareholders accepted the resignation presented by José Guillermo Kareh Aarun as a proprietary independent member of Aleatica’s Board of Directors and President of Aleatica’s Corporate Practices Committee, as it is in hisbest interest. The Board has expressed its appreciation for the contributions of José Guillermo Kareh Aarun.

Similarly, the shareholders: of the Company: (i) appointed Antonio Hugo Franck Cabrera as new Chairman of the Corporate Practices Committee of the Company and ratified him as a member thereof; (ii) appointed Simona Visztová as a new member of the Corporate Practices Committee of the Company; and (iii) accepted the resignation of Francisco Javier Soní Ocampo as a member of the Corporate Practices Committee of the Company, appointing Luis Miguel Vilatela Riba in his place.

Finally, the shareholders accepted the resignation of Luis Miguel Vilatela Riba as a member of the Audit Committee of Aleatica, appointing Jimena Lidia Fernández Cortina in his place.

As a result, the Company’s Board of Directors, its Corporate Practices Committee, and its Audit Committee are conformed as follows:

Board of Directors

  • Kenneth Frederick Daley, chairman
  • Gabriel Núñez García, member
  • Antonio Hugo Franck Cabrera, independent member
  • Francisco Javier Soní Ocampo, independent member
  • Carlos Cárdenas Guzmán, independent member
  • Luis Miguel Vilatela Riba, independent member
  • Jimena Lidia Fernández Cortina, independent member
  • Simona Visztová, independent member
  • Rubén Gerardo López Barrera, alternate member

 

Corporate Practices Committee

  • Antonio Hugo Franck Cabrera, president
  • Luis Miguel Vilatela Riba, member
  • Simona Visztová, member

 

Audit Committee

  • Francisco Javier Soní Ocampo, president
  • Carlos Cárdenas Guzmán, member
  • Jimena Lidia Fernández Cortina, member

 

These changes and appointments add to a series of measures that, since its founding as Aleatica, the Company has implemented to strengthen its corporate governance, in line with international best practices. Among these, the following stand out:

  • The formation of the Board of Directors, with a majority of Independent Directors, representing 75 percent hereof. This significantly exceeds Mexican regulation, which requires that 25 percent of directors be independent.
  • The structure of (Audit and Corporate Practices) committees which are exclusively comprised of independent members; and

(ii) (a) In accordance with Article 50, section I, paragraph c) of the General Provisions Applicable to Issuers of Securities and other Securities Market Participants (Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores) and, as part of its General Extraordinary Shareholder’s Meeting held today; and (b) in connection with the Relevant Event published on June 29, 2021 and, as per the interests of the Company and in compliance of the applicable law, the shareholders of the Company approved to amend Clause Three of the Company’s bylaws.

For more information please refer to the summary of the resolutions of the aforementioned meeting available at the website of the Mexican Stock Exchange.

 

About Aleatica, S.A.B. de C.V.

Aleatica, S.A.B. de C.V. is positioned as a relevant transport infrastructure operator in the industry within the metropolitan area of Mexico City, both for the number of concessions awarded and the miles of highways under management. Currently, Aleatica, S.A.B. de C.V. builds, manages, operates, and maintains 7 toll roads and one airport. The highway and related infrastructure concessions are located in urban areas with high vehicular traffic in Mexico City, the State of Mexico and the State of Puebla. In the airport sector, Aleatica participates in the integral management of the second largest airport serving the Mexico City metropolitan area. For more information visit our web page www.aleatica.com.

 

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