Shareholder structure
The capital stock of Group Acosta Verde, as of December 31, 2021, was represented by 60,034,937 subscribed and paid shares, comprised by 60,033,332 Series A Shares and 1,605 Series B shares (which represent the fixed portion of the capital stock).
Additionally, the Company’s Treasury holds 16,891,870 Series A Shares, resulting in a total of 76,926,807 Shares (76,925,202 of Series A Shares and 1,605 Series B Shares).
The Company’s major shareholders are the following:
| Shareholder | Serie A | Serie B | Total | % |
|---|---|---|---|---|
| Variable stock | Fixed stock | Fixed and variable stock | ||
| Acosta Verde Family | 16,558,349 | 718 | 16,559,067 | 27.58% |
| Equity International | 20,575,803 | 887 | 20,576,690 | 34.27% |
| Investor Public | 22,899,180 | - - - | 22,899,180 | 38.14% |
| TOTAL | 60,033,332 | 1,605 | 60,034,937 | 100.00% |
Corporate structure
As of December 31, 2021, Grupo Acosta Verde’s corporate structure was as follows:
Board of directors
Acosta Verde’s supreme corporate governance body is the General Shareholders’ Meeting, which is empowered to appoint the Board of Directors. The Board of Directors of Acosta Verde is comprised of 11 members, 5 of whom qualify as independent, and is chaired by Jesús Acosta Verde, who does not hold any position within the Company.
| Name of Principal Director |
Years as director |
Age | Position | Alternate |
|---|---|---|---|---|
| Jesús Acosta Verde | 6 | 76 | Chairman | Jesús Acosta Castellanos |
| José María Garza Treviño | 6 | 65 | Director | Diego Acosta Castellanos |
| Mariano Menkes1 | 6 | 33 | Director | Lisa Rae Reichenbach |
| Brian Finerty | 6 | 47 | Director | Thomas P. Heneghan |
| Fernando Gerardo Chico Pardo | 2 | 70 | Director | Fernando Antonio Pacheco Lippert |
| Federico Chavez Peón Mijares | 2 | 55 | Director | Juan Ignacio Enrich Liñero |
| Carlos Salazar Lomelín | 6 | 71 | Independent director | Not applicable |
| Paulino José Rodríguez Mendívil | 6 | 71 | Independent director | Not applicable |
| Javier Gerardo Astaburuaga Sanjinés | 6 | 62 | Independent director | Not applicable |
| David Contis | 5 | 63 | Independent director | Not applicable |
| Francisco Javier Garza Zambrano | 2 | 66 | Independent director | Not applicable |
| Hernán Treviño de Vega | 6 | 45 | Corporate secretary (non-member) | - |
As part of the commitment to an adequate and comprehensive management of ESG issues within the organization, Acosta Verde developed the following policies in 20212, which in turn were duly approved by the Board of Directors and are already in effect.
- • Sustainability Policy (ESG);
- • Human Rights Policy; and,
- • Diversity, Equity and Inclusion Policy.
Committees
Acosta Verde has four committees, whose members are nominated and appointed in accordance with the provisions of the Mexican Stock Market Law and are responsible for supporting the Board of Directors in executing its duties. All committees include independent directors.
Audit and Corporate
Practices Committee:100%
Independent
- Francisco Javier Garza Zambrano (Chairman)
- Paulino Rodríguez Mendívil
- Javier Astaburuaga Sanjines
Compensation Committee:25% Independent
- Jesús Acosta Verde
- Mariano Menkes
- Federico Chávez Peón Mijares
- Paulino Rodríguez Mendívil
Investment Committee:
25% Independent
- José María Garza Treviño
- Mariano Menkes
- Federico Chávez Peón Mijares
- David Contis
Nominating Committee:25%
Independent
- Jesús Acosta Verde
- Brian Finerty
- Federico Chávez Peón Mijares
- Francisco Javier Garza Zambrano
Corporate Secretary (Non-Member):
- Hernán Treviño de Vega
1As of February 2022, it is no longer part of Equity International and its replacement will be submitted to the Shareholders’ Meeting for consideration.
2Policies available at (only in Spanish): Políticas ASG/Gobierno Corporativo
Management team
| Executive | Position | Gender | Age | Seniority |
|---|---|---|---|---|
| Jesús Acosta Castellanos | Chief Executive Officer | Male | 45 | 21 |
| Hernán Treviño De Vega | Chief Operating and Legal Officer | Male | 45 | 12 |
| Edgar Maldonado de los Reyes | Chief Financial Officer | Male | 46 | 8 |
| Miguel Reyes Vidales3 | Director of Construction | Male | 66 | 34 |
| Carlos Ruiz Santos | Commercial Director | Male | 47 | 15 |
Jesús Acosta Castellanos
Career at Acosta Verde: 21 years of experience at Acosta Verde serving as Commercial and Operations Director from 2001 to 2015, and CEO since 2015.
Education: Bachelor’s Degree in Business Administration from Monterrey Institute of Technology and Higher Education (Instituto Tecnológico y de Estudios Superiores de Monterrey, ITESM), with certifications from Harvard and a Entrepreneurship Development degree from Boston University.
Professional Experience: Financial Analyst at Violy, Byorum y Asociados (2000); Chairman of the Board of Museo Papalote Monterrey (2014-2018); and current regional director of Grupo Financiero Banorte (since 2016).
Hernán Treviño de Vega
Career at Acosta Verde: 12 years of experience as Chief Operating and Legal Officer. Responsible for the Legal, Collections, Human Development, Market Intelligence and Sustainability, and Internal Control departments.
Education: Law degree from the University of Monterrey (Universidad de Monterrey, UdeM) and a master’s degree in Law and Business Administration from Northwestern University School of Law and Kellogg School of Management, Chicago, Illinois. He also holds a diploma in Alternative Dispute Resolution from New York University (NYU), a diploma in Finance from the University of Pennsylvania (The Wharton School), a postgraduate degree in Advanced Management Program from the University of Chicago (Booth School of Business), successfully completed the Executive Program for Growing Companies at Stanford Business School and is currently attending the Postgraduate Advanced Management Program at Harvard Business School.
Professional Experience: Director of Legal and Government Relations for Latin America at the transnational company Owens Corning; and previously worked as Senior Attorney at Jáuregui, Navarrete y Nader S.C., in Mexico City. In addition, he served as commercial attorney in the New York offices of Banco Nacional de Comercio Exterior (Bancomext).
Edgar Maldonado de los Reyes
Career at Acosta Verde:8 years of experience as Chief Financial Officer. Responsible for all financial and administrative matters of the Company, he is also involved in strategic planning matters.
Education: He holds a degree in Systems Engineering from the Autonomous University of Nuevo León (Universidad Autónoma de Nuevo León, UANL). He also holds certificates in Administration and Senior Management from Harvard Extension School and the PanAmerican Institute for High Business Management (Instituto Panamericano de Alta Dirección de Empresa, IPADE), and is a graduate of the Graduate School of Banking at Louisiana State University.
Professional Experience:He worked at Grupo Financiero Banorte (1995 to 2013), holding positions as CFO of Inter National Bank (after participating in its acquisition) and as Executive Director of Business Development in the United States. Mr. Maldonado also served as Chairman of Solida USA Corporation, Grupo Financiero Banorte’s asset recovery division in Texas, U.S.A. and as a proprietary director of Uniteller and as an advisory director of Inter National Bank
Carlos Ruiz Santos
Career at Acosta Verde:He has 15 years of experience in the Company. He served as Commercial Director from 2006 to March 2021. In April 2021, he was appointed Director of Commercial Relations. Responsible for the marketing and operation of the shopping center portfolio, the renewal of leases, building new commercial relationships and synergies with national brands. He is also responsible for the evaluation and authorization of the design projects for all shopping center spaces, as well as the maintenance and marketing areas.
Education: He holds a bachelor’s degree in Business Administration from ITESM and the Graduate School of Banking at Louisiana State University. He also holds certificates in the fields of Negotiation and Decision Making from Harvard Business School.
Professional Experience: Professional Experience: Head of the U.S. maquila sector at GE Commercial Finance; Head of Corporate Banking and Credit Analyst of several branches at Grupo Financiero Banorte.
Miguel Angel Reyes Vidales
Career at Acosta Verde:34 years of experience as Director of Construction and New Projects of Sendero shopping centers. Responsible for the planning, direction, and execution of all construction projects and activities.
Education: Architect by the UANL with a certification in Project Management and Strategy and Transformation by EGADE Business School.
Professional Experience: SProject Manager at Constructora Veredalta Grupo Gentor (1985-1987) and at Contrusol (1982-1983). Also worked for E. Siller Valuadores Asociados (1983-1985).
3As of March 2022, it is no longer part of the Company. See relevant event: www.grupoav.com/wp_relacion_con_ inversionistas_emisora
Ethics
Ethics, transparency, and integrity are the foundation for the Company’s decision making and actions. Acosta Verde has mechanisms in place to ensure that its operations are always conducted in an ethical and transparent manner:
- • Code of Ethics
- • Anti-Corruption Policy (aligned to the FCPA)
- • Human Rights Policy
- • IT Security Policy
The Code of Ethics4 encompasses this work philosophy and sets the guidelines to be followed by all members of Acosta Verde. This code defines the behaviors and conduct expected from employees when interacting with all stakeholders, as well as the actions to be taken on issues such as anti-corruption, prevention of money laundering, conflict of interest, gifts and hospitality, information security and personal data protection.
In the event of non-compliance with the Code of Ethics, any of the Company’s policies or human rights violations, a variety of expedited and confidential reporting channels are available to all stakeholders for reporting or whistleblowing.
- • Ethics Hotline: 01 800 04 38422
- • Website: www.accionetica.ethicsglobal.com
- • Immediate superior
- • Human Development Department
- • Internal Control Area
- • Ethics Committee
- • Division Managers and Chief Executive Officer
