Governance

The Metalsa Advisory Board is responsible for the business management and represents the shareholders’ interests. Its current members are Pablo Guadalupe Zambrano Benítez, Leopoldo Cedillo Villarreal and Rodrigo de la Maza Serrato. The main responsibilities of the Board are:

• Authorize the strategic long-term plans for growth and development proposed by Metalsa’s Leadership Team (MLT) coordinated with Grupo Proeza.
• Question, validate and approve Metalsa’s operating plans, as well as annual operating budgets.
• Observe and supervise the development of Metalsa’s projects.
• Establish the company’s strategic direction according to the plan prepared by top management.

The Metalsa Advisory Board, designated and approved by the Proeza Board of Directors, is comprised by three independent directors, two executives and four proprietary directors from Grupo Proeza.

All Board members lead their own teams and committees to listen about business performance and the needs of the different business units to achieve goals established by the company. Each Board member has specific targets in their own influence areas, and their compensation is based on the achievement of such goals.

In Addition, Proeza has an accountability indicator for performance and compliance with the different processes they lead; depending on the item affecting the company, the Culture and Process Control Committees determine each Board member’s accountability.

Leadership team

Metalsa’s Leadership Team is accountable for all business decisions and operations’ supervision. The company’s coordinator is the Chief Executive Officer, who is responsible for translating Proeza’s requirements and guidelines into goals and strategies for Metalsa. The MLT must observe and manage all operations, so the established targets are met with the highest quality standards.

Two committees support the Boards with their responsibilities:

Its objective is to exercise the authority conferred by the Proeza Board of Directors to supervise and ensure compliance with accounting, legal, financial and tax policies in Metalsa, as well as to identify and monitor the main business risks.

Main action lines:

• Internal Control. Ensure the correct implementation of policies and controls among the business processes to minimize risks.
• Internal Audit. Assure compliance to policies, procedures, controls and main business risks mitigation.
• External Audit. A third party that complements the activities performed by internal control to ensure compliance with policies and controls.

Appointed by the Metalsa Advisory Board with the approval of the Proeza Board of Directors, to assist them in carrying out its responsibilities relating to financial strategy, financial policies, investments, risk management, and the financial condition of the company.