Corporate governance

The board of directors is responsible for the management of our business. Pursuant to our bylaws, our board of directors must consist of 11 members. Under Mexican law, at least 25 percent of the directors must be independent (as determined by our shareholders at each annual general ordinary shareholders’ meeting applying the provisions of our bylaws and relevant Mexican and other laws); under the Securities Market Law, the National Banking and Securities Commission may object to such designation of independence. Currently, our board of directors consists of 11 directors, six of whom are independent.

GAP’s bylaws state that the holders of Series BB shares are entitled to elect four members to the board of directors and their alternates. The remaining directors are elected by the holders of our Series B shares (who do not elect alternates). Under our bylaws, each shareholder or group of shareholders owning more than 10% of our capital stock in the form of Series B shares is entitled to elect one member to the board of directors. Also our bylaws prevent any Series B shareholders, individually, or together with related parties, from appointing more than one board member, even if the shareholder owns more than 10% of our outstanding capital stock (because any shares in excess of the 10% maximum do not have any voting rights in accordance with our bylaws). The other directors to be elected by the holders of our Series B shares are elected by majority vote of all holders of Series B shares present at the shareholders’ meeting, except for those Series B shareholders that already participated in any 10% board member designation. Directors are elected for one year terms at the ordinary shareholders’ meeting.

Board Committees
Our bylaws provide for four committees to assist the board of directors with the management of our business: an Operating Committee, an Audit and Corporate Practices Committee, an Acquisitions Committee and a Nominations and Compensation Committee. The Audit Committee, to which our bylaws have granted the duties provided for in the Securities Market Law for Mexican corporate practices committees, is formed only by independent Board Directors. The other committees have been established to assist the board of directors. The board of directors may establish further committees from time to time.

Operating Committee

Audit and Corporate Practices Committee

Acquisitions Committee

Nominations and Compensation Committee

Board of Directors