Corporate Governance
In compliance with our organizational values, Peñoles’ Corporate Governance ensures the transparency of the administration and its accountability to all stakeholders.
The Company adheres to the recommendations of the Code of Principles and Best Practices of Corporate Governance issued by the Business Coordinating Council.
The supreme authority of corporate governance is the Shareholders’ Meeting, which issues and ratifies all decisions and acts relevant to the operations of the Company. This body meets on a regular basis as per the terms of applicable law and corporate bylaws.
The governance structure of Peñoles is comprised of a Board of Directors, Committees that support it and a Chief Executive Officer who reports to the Board and leads a group of Executives who manage the Company's key operations and functions.
The Committees meet regularly and inform the Board of their activities. The reports and recommendations of these Committees are attached to the minutes of the meetings of the Board of Directors.
Structure and responsibilities of the Board of Directors
-
Regularly reviews management on the Company’s economic, operational, product, social, environmental, human development and safety matters, including the related risks and opportunities.
Executive Committee
- Composed of 7 members appointed by the Board of Directors
- Reviews, approves and monitors operational and strategic development
- Recommends changes to corporate and business strategy
-
Board of Directors
- Composed by 13 proprietary members and 12 alternates
- Defines vision and strategy
- Establishes policies and guidelines
- Oversees business operations
- Approves budget and financial results
-
Secretarry
CEO and Management Team
Manage, lead and run the business
-
Audit and Corporate Governance Committee
- Composed of 3 Independent Directors
- Reviews compliance with internal control policies and accounting guidelines
- Monitors Internal Control and Audit Systems
- Assesses the performance of the external auditor
-
Finance and Planning Committee
- Composed of 7 Directors, including several financial experts
- Reviews financial policies and projections
- Assesses investment and financing projects
-
Nomination, Evaluation and Compensation Committee
- Composed of 3 Directors
- Reviews organizational structure
- Authenticates the capacity and experience of Board members and recommends their remuneration
- Assesses the performance of relevant managers
- Defines general compensation policy and succession plans
At Peñoles we have a Corporate Governance that ensures transparency. We are members of the Consejo Coordinador Empresarial.
Corporate Bylaws
Minutes of Shareholders' Meetings
-
Minutes of Shareholders' Meetings 2010 07 April 2011
-
Minutes of Shareholders' Meetings 2011 26 April 2012
-
Minutes of Shareholders' Meetings 2012 10 April 2013
-
Minutes of Shareholders' Meetings 2013 24 April 2014
-
Minutes of Shareholders' Meetings 2014 21 April 2015
-
Minutes of Shareholders' Meetings 2015 21 April 2016
-
Minutes of Shareholders' Meetings 2016 25 April 2017
-
Minutes of Shareholders' Meetings 2017 11 April 2018
-
Minutes of Shareholders' Meetings 2018 09 April 2019
-
Minutes of Shareholders' Meetings 2019 23 April 2020
-
Minutes of Shareholders' Meetings 2020 29 April 2021
-
Minutes of Shareholders' Meetings 2020 - Extrarodinary 29 April 2021
-
Minutes of Shareholders' Meetings 2021 31 May 2022
-
Minutes of Shareholders' Meetings 2022 28 April 2023
-
Minutes of Shareholders' Meetings 2023 30 April 2024
Chairman's Annual Report to the Shareholders' Meeting
-
Chairman Report 2010 07 April 2011
-
Chairman Report 2011 26 February 2012
-
Chairman Report 2012 10 April 2013
-
Chairman Report 2013 24 April 2014
-
Chairman Report 2014 21 April 2015
-
Chairman Report 2015 21 April 2016
-
Chairman Report 2016 25 April 2017
-
Chairman Report 2017 11 April 2018
-
Chairman Report 2018 09 April 2019
-
Chairman Report 2019 23 April 2020
-
Chairman Report 2020 29 April 2021
-
Chairman Report 2021 31 May 2022
-
Chairman Report 2022 28 April 2023
-
Chairman Report 2023 30 April 2024
CCE Code of Best Practice Questionnaries
-
CCE's Code of Best Practices Questionnaire 2010 23 June 2011
-
CCE's Code of Best Practices Questionnaire 2011 26 June 2012
-
CCE's Code of Best Practices Questionnaire 2012 27 June 2013
-
CCE's Code of Best Practices Questionnaire 2013 27 June 2014
-
CCE's Code of Best Practices Questionnaire 2014 22 June 2015
-
CCE's Code of Best Practices Questionnaire 2015 23 June 2016
-
CCE's Code of Best Practices Questionnaire 2016 26 May 2017
-
CCE's Code of Best Practices Questionnaire 2017 29 May 2018
-
CCE's Code of Best Practices Questionnaire 2018 31 May 2019
-
CCE's Code of Best Practices Questionnaire 2019 26 May 2020
-
CCE's Code of Best Practices Questionnaire 2020 30 May 2021
-
CCE's Code of Best Practices Questionnaire 2021 31 May 2022
-
CCE's Code of Best Practices Questionnaire 2022 31 May 2023
-
CCE's Code of Best Practices Questionnaire 2023 29 May 2024
ACGC Reports
-
ACGC Report 2010 17 February 2011
-
ACGC Report 2011 13 February 2012
-
ACGC Report 2012 13 February 2013
-
ACGC Report 2013 17 February 2014
-
ACGC Report 2014 16 February 2015
-
ACGC Report 2015 17 February 2016
-
ACGC Report 2016 23 February 2017
-
ACGC Report 2017 21 February 2018
-
ACGC Report 2018 25 February 2019
-
ACGC Report 2019 02 March 2020
-
ACGC Report 2020 01 March 2021
-
ACGC Report 2021 31 May 2022
-
ACGC Report 2022 31 May 2023
-
ACGC Report 2023 30 April 2024
EXECUTIVE COMMITTEE
Reviews, approves and monitors the Company's operational performance, and submits recommendations for any changes it deems necessary in corporate and business strategy.
The Executive Committee exercises the same powers as the Board, except for those which by law are reserved exclusively to the Board of Directors or one of the other Committees. Moreover, it does not hold the following powers:
- Acts of ownership
- To convene Shareholders Meetings or submit information to the former
- Voting
- To determine buyback of shares
BOARD OF DIRECTORS
Composed by:
- 13 proprietary directors and 12 alternates
- A Chairman elected from among the Board members
- A Secretary, who is not a member of the Board
The Board includes:
- 9 Independent members
- 15 Related members
- 1 Shareholder Directors
Board members are elected by the General Shareholders Meeting based on their capacity, experience, and professional prestige.
The Board meets at least four times each year. In these ordinary sessions, the Board reviews and approves the quarterly earnings report.
In support of its functions, the Board relies on the expertise of several Committees described in this section.
CEO and Management Team
Responsible for the overall management, operation and performance of the business. The team oversees, tracks and discusses these matters in monthly results meetings.
Composed of 3 operational Vice Presidencies and a finance Vice Presidency that report directly to the CEO.
Audit and Corporate Governance Committee
This committee monitors the management and execution of the Company's business and of the corporate entities it controls.
Additionally, it supports the Board of Directors in drafting the reports addressing key accounting policies, and criteria and information followed in the preparation of the financial statements and the Board’s activities reports. It:
- Monitors transactions with related parties and ensures any use or usufruct of Company assets is in line with established policies.
- Monitors Internal Control and Audit systems.
- Evaluates the performance of the External Auditor.
- Reviews financial statements and authenticates implementation of changes to accounting policies.
Finance and Planning Committee
Reviews financial policies and projections.
Evaluates Company investments and financing in order to ensure their alignment with the Strategic Plan.
Nomination, Evaluation and Compensation Committee
This committee reviews the Company’s organizational structure, authenticates the capacity and experience of Board members and recommends their remuneration. These recommendations are submitted for approval at the Shareholders Meeting pursuant to corporate bylaws.
It also issues performance assessments of relevant executives and reviews the general compensation policy.
