Corporate governance

Oscar Eugenio

Baeza Fares

Members of the Board of Directors

He has a degree in Business Administration from the New Mexico State University and has a postgraduate degree from Harvard Business School. He has led Grupo Bafar since its inception and sits on committees and boards of various organizations such as the Mexican Meat Council (Consejo Mexicano de la Carne), Mexican Chamber of the Transforming Industry (Cámara Nacional de la Industria de Transformación, known as CANACINTRA for its Spanish acronym) - Chihuahua Delegation, member of the National Association of Certified Meat Packers (Asociación Nacional de Empacadores TIF), the National Agricultural Council (Consejo Nacional Agropecuario), Food Group, the Mexican Council of the Consumer Products Industry (Consejo Mexicano de la Industria de Productos de Consumo), Nacional Financiera, Monterrey Institute of Technology and Higher Education (Instituto Tecnológico y de Estudios Superiores de Monterrey, ITESM for its Spanish acronym), Citibanamex, Telmex, and BBVA México. He is recognized as one of the 100 most important businessmen in Mexico and one of the most prominent leaders in Mexico according to several publications.

Raúl de la Paz

Parga

Corporate Secretary and Chief Legal Officer of Grupo Bafar

He holds a Law degree from Monterrey’s Free Law School (Facultad Libre de Derecho de Monterrey) and a master’s degree in Law from Northwestern Pritzker School of Law. He also holds a Certificate in Business Administration from Northwestern University Kellogg School of Management. He is a member of the Board of Directors of different organizations such as: Mexican Association of Corporate Lawyers (Asociación Nacional de Abogados de Empresa, ANADE for its Spanish acronym) – Chihuahua Delegation, Mexican Chamber of Commerce, Services and Tourism (Cámara Nacional de Comercio Servicios y Turismo, CANACO for its Spanish acronym) – Chihuahua Delegation, and Mexican Chamber of Real Estate Owners (Cámara de Propietarios de Bienes Inmuebles, CAPRIN for its Spanish acronym).

Guillermo

Baeza Fares

Vice President and Director of Mergers, Acquisitions and Alliances of Grupo Bafar

He is a Certified Public Accountant from ITESM (Monterrey campus) and holds a postgraduate degree from Harvard Business School. For more than 30 years within Grupo Bafar, he has held various management positions and has been a pioneer in the development of products, markets, and brands of deli meats and cheeses in the Mexican market. He has been a leader and key player in the acquisition of several companies such as Grupo Burr in the Pacific, Parma, Sabori, Campestre, Ponderosa in the northeast and Zagora stores in Puebla.

Eugenio

Baeza Montes

Related Board Member

He is a Livestock Technician graduated from San Angelo College in the State of Texas. With more than 55 years of experience in cattle breeding, he is the owner of several cattle breeding-ranches in the State of Chihuahua and has been a member of the Board of Directors of Banca Serfin, the Regional Livestock Union of Chihuahua (Unión Ganadera Regional de Chihuahua), the Brangus Association, among many others.

Jorge Alberto

Baeza Fares

Related Board Member and Director of the Retail Division

He is a graduate from New Mexico State University and holds a postgraduate degree from Harvard Business School. He has more than 20 years of experience in the agricultural and commercial sectors. He began his career within Grupo Bafar in the livestock division, making an important contribution to the breeding and export of live cattle to the United States. He was also the creator of the agricultural division with the planting of oats, alfalfa, corn, and pecan crops. While working in the retail division, he led the Carnemart brand to become one of the fastest-growing meat and convenience stores in Mexico and an important member of the National Association of Supermarkets and Department Stores (Asociación Nacional de Tiendas de Autoservicio y Departamentales, ANTAD for its Spanish acronym).

Walter Eldo

Burr Barreño

Related Board Member

Former Chairman of the Board and Chief Executive Officer of Grupo Bafar for more than 21 years

Walter Eldo

Burr Valenzuela

Related Board Member and Head of the Consumer Products Division

He is a graduate in Marketing from ITESM (Monterrey Campus). He has postgraduate studies in Total Quality and Productivity from Universidad La Salle and he completed the General Management Program from Harvard Business School. He has worked for 23 years in different management positions at Grupo Bafar and Grupo Burr.

Alfonso Rodríguez

Arellano

Independent Board Member

He is the Chief Executive Officer of Power Green Mexico, a subsidiary of Technowise Group, a company engaged in large energy saving projects. He has more than 45 years of experience in several senior positions in the areas of strategic planning, business organization and restructuring, and in the optimization of returns on investments. He was Chief Executive Officer of Woolworth Mexico where he worked for more than 30 years. He served as Chief Executive Officer of several subsidiaries of consulting firms such as The Friedman Group, Miller Heiman, Novations, and Esama.

Oscar Sepúlveda

Márquez

Independent Board Member

Chief Executive Officer and Chairman of the Board of Directors of Auto Transportes del Real, S.A. de C.V. and Puertas Tarahumara, S.A. de C.V. For more than 43 years he has been at the head of his companies, is a member of several boards of directors and was Chairman of CANACINTRA – Chihuahua Delegation.

Javier Leonardo

Webb Moreno

Independent Board Member

He holds a degree in Agro-business Administration from New Mexico State University. He has completed financial updating programs at both ITESM and the PanAmerican Institute for High Business Direction (Instituto Panamericano de Alta Dirección de Empresas, IPADE for its Spanish acronym). With more than 26 years of experience in the agricultural and abri-business sectors, he owns and manages livestock and real estate businesses, among others. He worked in the Grupo Webb and in cattle breeding in the city of Torreon. He has developed his own cattle breeding and exporting businesses and has been a member of different boards such as the Local Cattle Association of Chihuahua (Asociación Ganadera Local de Chihuahua y Engordas).

Oscar Francisco

Cazares Elías

Independent Board Member

Industrial Engineer with a master’s degree in Business Administration from IPADE. He was appointed Chairman and Chief Executive Officer of Pepsico de México, S.A. and Pepsi-Cola Mexicana, S.A. and currently serves on the Boards of Grupo Cajel, S.A. de C.V. and Blue Wáter Auto Motive, S. de R.L. de C.V., as well as the Board of Directors of the American Chamber of Commerce (AMCHAM) and is an active member of different social trust foundations.

Carlos Antonio

Carbajal Lechuga

Independent Board Member

He is an architect graduated from ITESM (Monterrey Campus) and has studies at IPADE. With 48 years of work experience, he is currently Chief Executive Manager and Sole Administrator of Crocsa Corporativo, S.A. de C.V.; he oversees large projects such as: hotels, gyms, hospitals, manufacturing facilities, self-service stores, among others.

Salvador

Álvarez

Independent Board Member

He holds a degree in Economics and Business Administration from Complutense university of Madrid. He has been Chairman and Chief Executive Officer of Conagra Foods Mexico and is currently a member of the board of directors of Corporativo Corvi and Chief Executive Officer of Organización Sahuayo, S.A. de C.V. for the past 9 years.

Ricardo Dávila

Quiñones

Independent Board Member

He holds a degree in Industrial and Systems Engineering from ITESM and postgraduate studies from New York University. He has more than 20 years of experience as a business advisor specialized in M&As, restructurings, financings, capital markets operations, and investment. He is a founding partner of Alfaro Davila & Rios SC (ADR) and has held senior positions at Credit Suisse and Donaldson Luftkin and Jenrette Investment Bank.

Herminio Padruno

Quiñones

Independent Board Member

Industrial Engineer from Ibero-American University (Universidad Iberoamericana). He has 35 years of work experience in the financial sector. Until 2002, he was a partner at Capital Access, previously acted as a board member at Grupo Bursátil Mexicano and currently works as an independent financial consultant. He has also held executive positions in the areas of promotion and operation of companies such as: Casa de Bolsa Banamex and Multivalores Casa de Bolsa, of which he was Partner and Chief Executive Officer.

Having independent directors sitting on the organization’s governing bodies allows us to acquire new knowledge and experience from different viewpoints, which is why it is essential to have competitive compensation to encourage the engagement of members of the board in a way that drives up long-term value within the organization.

With the purpose of improving our compensation policy and ensuring that it is suitable and aligned with the business, a benchmark of director compensation granted by publicly traded companies in Mexico was carried out with the support of a third party to formulate a compensation plan for the Company’s senior executives. Likewise, Grupo Bafar has a robust executive sharebased compensation plan, which sets forth the criteria for the allocation, acquisition, sale, release, and transfer of shares for executive officers and key leadership positions within the Company and its subsidiaries.

Currently, in accordance with the Operating Rules Policy, board members receive 3 Centenario gold coins as compensation for services, support, knowledge, and work prior to, during and after the meetings of the governing bodies.

We are moving towards establishing a formal governance structure responsible for ESG issues; however, we are aware of the importance of ESG management for our operations and of the legal obligations in this regard and have therefore entrusted the current senior management to take care of ESG matters.

The Group’s executives are responsible for identifying the applicable environmental regulatory framework, overseeing compliance, and carrying out environmental strategies.

We also have a Foundation Department, which is responsible for running the operation and transparency of Grupo Bafar Foundation, managing the resources available for donations to social causes. Similarly, the Corporate Safety, Management Model, and Human Development departments are committed to meeting the needs and expectations of our employees, providing a healthy and safe work environment that promotes wellbeing.

In 2021, we received 391 complaints, 5% less than the 411 complaints received in the previous year. Thus, 2021 is the second year with the most complaints since the launch of the Bafar Transparente tool in 2009.

Of the complaints received, 60% provided their data and 40% were anonymous. As a result of these complaints, 50% were not verified and the remaining 50% were verified, which were followed up and the corresponding investigation was carried out on a caseby-case basis.

The channels used to submit the complaints were as follows:

Grupo Bafar’s institutional philosophy sets forth our commitment to our country, striving to ensure that our company, our people, our shareholders, and the community where we operate continue to prosper. In this way, at Grupo Bafar we ensure that all our operations fully comply with applicable regulations and have the necessary permits to carry out our activities without posing any risk to the environment and society

Our operations follow the General Law of Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente, LGEEPA for its Spanish acronym), the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos, LGPGIR for its Spanish acronym) and the National Water Law (Ley de Aguas Nacionales, LAN for its Spanish acronym), under which we establish our operating standards and guidelines related to environmental impact, water, air and noise pollution, hazardous waste and urban solid waste management, and imports and exports of hazardous materials.

The Shareholders’ Meeting evaluates the performance of the Board of Directors by ratifying compliance with the Company’s strategic vision, including operating within the applicable regulatory framework and implementing programs geared towards generating a lower negative impact on the environment and society

In 2021, the Company received two sanctions from Mexico’s Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al Ambiente, PROFEPA for its Spanish acronym), the first involved a fine of $228,531 pesos and is currently in litigation. The second was related to a non-compliance with wildlife area regulations, which resulted in a remediation measure that consisted of the collection of felled trees to clean up the Chuvíscar River at a cost of $12,760 pesos