Corporate Governance Committee

Pursuant to applicable law and the Company's Bylaws, the surveillance of the Company is entrusted to the Board of Directors, through the Corporate Governance Committee, Audit Committee, and the external auditor.

In view of the above, the Company has created a Corporate Governance Committee fully comprised by independent directors.

The Corporate Governance Committee has, among others, the following powers and duties:

1. Renders its opinion regarding the appointment and compensation of the Chief Executive Officer.
2. Renders its opinion regarding the compensation policies for the senior officers of the Company.
3. Renders its opinion regarding related party transactions that require the Board of Director's approval.
4. Renders its opinion regarding waivers for directors and senior officers to take advantage of business opportunities of the Company.
5. Renders its opinion regarding policies for the use of the Company's assets by related parties.
6. May convene to a Shareholders Meeting when deemed appropriate.
7. Prepares and annual report to be submitted to the Board of Directors and the Shareholders' Meeting.
8. Assists the Board on the preparation of their own reports.
9. Performs such other functions as set forth or deriving from the legal provisions that the Company may be subject to.

The members of the Corporate Governance Committee are appointed by the Board of Directors, prior proposal of the Chairman of the Board of Directors. However, the Chairman of the Corporate Governance Committee is elected by the shareholders in the Shareholders' Meeting. Members hold office for one year and will continue their duties until their successors take their positions.

The members of the Corporate Governance Committee may serve in any other committee of the Board of Directors. Members shall receive the compensation set by the General Ordinary Shareholders' meeting.

Set forth below are the names of our Corporate Governance Committee members and their positions within the committee:

Thomas S. Heather
Position: Chairman of the Audit and Corporate Governance Committees.

Gabriel Carrillo Medina
Position: Member of the Audit and Corporate Governance Committees.

Jesús Oswaldo Garza Martínez
Position: Member of the Audit and Corporate Governance Committees.

Everardo Elizondo Almaguer
Position: Member and Financial Expert of the Audit and Corporate Governance Committees.