CORPORATE GOVERNANCE

SHAREHOLDER STRUCTURE

This material references Disclosure 102-7 of GRI 102: General Disclosures 2016

Our shares are listed on the Mexican Stock Exchange under the ticker symbol "CHDRAUI" since April 30, 2010.

As of December 31, 2020, the Company’s stockholders’ equity was comprised of 963,917,211 ordinary, nominative series B shares with no par value, of which 15.3% are floating.

The Chedraui family collectively, including shares held directly and through a trust (holding 510 million shares), holds 807,653,541 shares or 84.6% of the equity of Grupo Comercial Chedraui, S.A.B. de C.V.

CORPORATE STRUCTURE

This material references Disclosure 102-5 and 102-45 of GRI 102: General Disclosures 2016

Grupo Comercial Chedraui

Retail in Mexico Retail in the United States Real Estate Division

KEY EXECUTIVES

This material references Disclosure 102-35 and 102-36 of GRI 102: General Disclosures 2016, and 405-1 of GRI 405: Diversity and Equal Opportunity 2016

Chief Executive Officer

Lic. Antonio Chedraui Eguía

Date of Appointment: 01/01/1995

Chief Financial Officer

Lic. Humberto Tafolla Núñez

Date of Appointment: 02/02/2020

Commercial Director

Lic. Arturo Eduardo Antonio Vasconcelos y de Pablo

Date of Appointment: 02/02/2020

Director of Operations

C.P. Alberto Nava Gutiérrez

Date of Appointment: 01/09/2012

Chair of Bodega Latina

Lic. José Ramón Chedraui Eguía

Date of Appointment: 01/01/2009

Director of Human Resources

Ing. Sergio Estrada Rentería

Date of Appointment: 01/04/2018

Director of IT

Lic. Pilar Rojas Suárez

Date of Appointment: 09/09/2013

Director of Commercial Strategy and Resupply

Ing. Jorge Ramírez Bonilla

Date of Appointment: 02/01/2018

Bodega Latina’s Chief Executive Officer

Ing. Carlos Smith Matas

Date of Appointment: 12/11/1997

Director of Real Estate

Lic. Alfredo Chedraui López

Date of Appointment: 01/12/2008

Director of Construction

Arq. Alejandro Rafael Lara Hakim

Date of Appointment: 01/01/1988

Director of Operations and Property Management

Lic. Ricardo Krasovsky Santamarina

Date of Appointment: 21/11/2019

Director of Logistics

Ing. Miguel Cortés Morales

Date of Appointment: 01/03/2018

Director of Loss Prevention

Lic. Víctor Alejandro Ochoa Almanza

Date of Appointment: 03/09/2019

Director of Sustainability and Social Responsibility

Lic. Ignacio González Quirasco

Date of Appointment: 02/09/2014

REMUNERATION

Our key executive officers receive a fixed salary as well as a variable remuneration that is based on their performance, responsibility, fulfillment of the objectives laid out in Grupo Chedraui’s strategic plan, and the Company’s financial results.

BOARD OF DIRECTORS

This material references Disclosures 102-18, 102-22 and 102-23 of GRI 102: General Disclosures 2016

Name Position Date of Appointment
Alfredo Chedraui Obeso Chairman 05/04/2010
José Antonio Chedraui Obeso Related Director 05/04/2010
José Antonio Chedraui Eguía Related Director 02/02/1995
Agustín Irurita Pérez Independent Director 23/02/2000
Martín Werner Wainfeld Independent Director 03/04/2017
Federico Carlos Fernández Senderos Independent Director 06/06/2008
Clemente Ismael Reyes-Retana Valdés Independent Director 17/04/2009
Cecilia Goya Meade Independent Director 04/04/2016
Julio Gutiérrez Mercadillo Independent Director 09/04/2013
María Novales Flamarique Independent Director 03/04/2019
José Ramón Chedraui Eguía Secretary of the Board 01/01/2009

COMMITTEES

This material references Disclosures 102-18 and 102-22 of GRI 102: General Disclosures 2016

Audit and Corporate Practices Committee


Composed of 4 independent directors, its main functions are the following:

  • • Oversee the performance of the Company’s external auditors and analyze the reports prepared by them

  • • Report to the Board of Director on existing internal controls and any irregularities related thereto

  • • Monitor related activities, the CEO activities and the functions of the internal audit

  • • Submit an annual report to the Board of Directors

  • • Determine the economical compensation for directors and key executives and provide feedback to the Board of Directors regarding their performance


We fully comply with the standards of independence and financial expertise established in the Mexican Stock Market Law by having at least three independent directors on our Audit and Corporate Practices Committee, including a member qualified as a financial expert.



Risk Assessment Committee

Chaired by the Deputy Director of Internal Audit and comprised of a number of key executives, the Risk Assessment Committee meets every four months, with the purpose of assessing the risks to which Chedraui is subject and thus recommending the best approach to handle them.

The Risk Assessment Committee is composed of:



Sustainability Committee

To ensure the proper execution of our sustainability initiatives, we established a committee to oversee the progress made towards our goals, with the main objective being the reduction of our carbon footprint.









Diversity and Inclusion Committee


The Diversity and Inclusion Committee is a multidisciplinary team tasked with identifying, developing, and promoting strategies, programs and initiatives aimed at fostering an inclusive, trusting, and respectful environment within the company, free of discrimination, harassment, bullying, and equal opportunity.

Main objectives:


Among the activities carried out by the Diversity and Inclusion Committee are the following:


  • • Advertising of the awareness campaign: “Diversity make us great, inclusion unites and strengthens us”
  • • Assessment of the Corporate Gender Strategy (WEP, Women’s Empowerment Principles), achieving a progress of 48% to 53% compared to the previous year
  • • Promote shortlists of men and women to fill all vacancies
  • • Awareness talks and commitments with store managers and HR officers with the highest number of complaints

The Diversity and Inclusion Committee is made up of the following members:

Name Position in the Company Position in the Committee
José Antonio Chedraui Eguía Chief Executive Officer Committee Chairman
Humberto Tafolla Núñez Deputy Chief Executive Officer of Administration and Finance, Human Resources and IT Sponsor
Arturo Vasconcelos y de Pablo Deputy Chief Executive Officer of Commercial, Operations and Logistics Sponsor
María del Pilar Rojas Suarez Director of IT Sponsor
Alberto Nava Gutiérrez Director of Operations Sponsor
Sergio Estrada Rentería Director of Human Resources Sponsor
María De Lourdes Aguilar Pérez Senior Manager of Human Resources / Mexico City Office Member
José Armando Corona Orta Deputy Director of Talent Planning and Training / Xalapa Office Member
Maricela Liahut Franco Regional Director of Operations, Veracruz Zone / Stores Member
María Christian Marín Millán Deputy Corporate Director of Operations / Xalapa Office Member
Arní Mauricio López Moreno Labor Relations Manager / Xalapa Office Member

Extended Committee

Name Position in the Company Position in the Committee
Anabel Cruz Martínez Deputy Director of Omnichannel / Mexico City Office Member
José Carlos Meza Alvarado Demand Planning and Replenishment Manager / Mexico City Office Member
Natalia Trejo Juárez Commercial Strategy Leader at Supercito / Stores Member
Edgar Eduardo Barrera Peña Deputy of Maintenance / Mexico City Office Member
Julieta Montaño Deputy Manager of Design and Content / Mexico City Office Member
Luis José Del Castillo González Human Resources Manager / Distribution Centers Member
Mario Viveros Castillo Regional Manager of Operations, Mexico City Zone / Stores Member
Erika María Flores Rivera Manager of Distribution Centers Member

CODE OF ETHICS

This material references Disclosures 102-11, 102-16, 102-17 and 102-25 of GRI 102: General Disclosures 2016 and 205-2 of GRI 205: Anti-corruption 2016

Chedraui is founded on solid ethical values that have allowed us to achieve sustainable growth since its inception. In this regard, our Code of Ethics clearly establishes the principles of conduct by which all our employees, suppliers, and service providers must abide.

This code encompasses all the ethical standards and conducts that must be followed throughout our operations, as well as guiding how our employees should act in the event of any situation that is not duly covered in the code.

Likewise, the commitments we have made to our stakeholders are outlined, highlighting our absolute commitment to fair, honest, transparent, and respectful treatment, free from discrimination based on religious, ethnic, gender, sexual, and political reasons, among others.

To ensure that our employees are fully familiar with the code of ethics and thus comply with its policies, we constantly share and promote the code, with special emphasis on the importance of reporting any act that goes against them. In this way, we honor our commitment to the prevention of criminal acts and any form of corruption such as bribery, money laundering, and embezzlement, among others.

To guarantee full knowledge of the code of ethics among our employees, and thus compliance with its policies, we constantly disseminate and promote the code with special emphasis on the importance of reporting any act that goes against them. In this way we fervently promote our commitment to the prevention of criminal acts and any form of corruption such as bribery, money laundering and embezzlement, among others.

In this sense, any person who aspires to join us must sign a letter of commitment to the Code of Ethics during the induction course.

Our executive officers, in turn, reaffirm their commitment every year by signing a document in which they adhere to the Code of Ethics and are obliged to comply with all our corporate policies.

We have an anonymous whistleblower mechanism where any issue reported is followed up accurately and quickly. Employees, suppliers, and carriers may visit the website www.tipsanonimos.com/chedrauiteescucha or call at 01-800-910-0013. Customers may contact our Call Center at 01-800-925-1111 or visit our website www.chedraui.com.mx.

Any employee who infringes our Code of Ethics will be sanctioned accordingly, based on the severity of the breach and damage caused as established in the Disciplinary Guidelines.


Noteworthy Policies in the Code of Ethics


Anti-Corruption Practices: We are committed to promote anti-corruption practices among our executives, commission agents, suppliers, employees, customers, and any other person acting on our behalf, seeking to prevent them from making an offer or promise to deliver any object of value in exchange for a personal benefit. They shall also refrain from making any bribe or any other improper payment to any public official, political or third party, with the aim of gaining or securing business, taking an improper advantage, or influencing any act or decision.

Travel Expenses Policy: Determines how employees or executives should act when offered or requested travel, tickets, or any other form of entertainment directly or indirectly from any third party with whom they have or intend to have a business relationship.

Gifts and Presents Policy: Establishes clear guidelines to regulate the receipt or acceptance of gifts, meals, tickets, events, or other forms of entertainment directly or indirectly from any third party with whom any employee or executive has or intends to have a business relationship.

Policies to Prevent Fraud and Money Laundering: Grupo Chedraui and its subsidiaries must comply with multiple legal provisions applicable to the economic activity it performs, particularly those regulations that protect the financial system and the national economy, such as the detection and identification of vulnerable activities that could involve resources of illicit origin.

Conflict of Interest: The Company and its employees must avoid conflicts of interest that may arise when a person is or may be influenced by personal considerations (usually economic) when making decisions that put the Company's assets at risk. Likewise, they must refrain from using insider financial information for their own benefit, including the benefit of a direct or indirect family member, or third parties, that damage the assets of the Company, its shareholders, or negatively affect its customers.

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