Corporate Governance

/ Shareholder Structure

As of December 31, 2022, the capital stock of Group Acosta Verde, was represented by 60,034,937 subscribed and paid shares, comprised by 60,033,332 Series A and 1,605 Series B (which represent the fixed portion of the capital stock).

Additionally, the Company's Treasury holds 16,891,870 Series A (unregistered), resulting in a total of 76,926,807 Shares (76,925,202 of Series A Shares and 1,605 Series B Shares).

Notes:
(1) Rounded ownership percentages.
(2) Board of Directors' principal director.


/ Corporate Structure

The following is the corporate structure of Acosta Verde as of the end of fiscal year 2022:

/ 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.


/ Committees:

In order to support the work of the Board of Directors, Acosta Verde has four committees, whose members are selected in accordance with the guidelines of the Securities Market Law. All committees have the participation of independent directors.


/ Management Team


The following is a summary of the relevant directors' and officers' professional experience and trajectory, as well as their main business interests:

  • Jesús Adrián
    Acosta Castellanos

    Career at Acosta Verde: 22 years of experience in Acosta Verde. He served 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: In 2000, he worked as a Financial Analyst at Violy, Byorum and Associates (an investment bank in New York); he was president of the Board of Museo Papalote Monterrey from 2014 to 2018; he has been a regional advisor for Grupo Financiero Banorte since 2016; and he is a council member of Canaco Monterrey for the 2022- 2023 term.

  • Hernán
    Treviño de Vega





    Career at Acosta Verde: 13 years of experience as Chief Operating and Legal Officer. In addition to leading Acosta Verde's transactions, he is in charge of the Legal, Collections, Human Development, Market Intelligence and Sustainability, and Internal Control departments.

    Education: He holds a law degree from the University of Monterrey (Universidad de Monterrey, UDEM) and a master's degree in Law and Business Administration from the Northwestern University School of Law and Kellogg School of Management, from Chicago, Illinois. He also holds 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 course from Stanford Business School and the Advanced Management Program Postgraduate Course taught at Harvard Business School.

    Professional Experience: Director of Legal and Government Relations for Latin America at the transnational company Owens Corning; He worked as a senior attorney at Jáuregui, Navarrete y Nader S.C (Mexico City) and at Quintanilla y Asociados, S.C. law firm in Monterrey, Nuevo León. In addition, he served as commercial attorney for Banco Nacional de Comercio Exterior (Bancomext) in New York.

  • Edgar
    Maldonado de los Reyes





    Career at Acosta Verde: 9 years of experience as Chief Financial Officer. Responsible for the financial and administrative matters of the Company. He is also in charge of strategic planning issues.

    Education: He holds a degree in Systems Engineering from the Autonomous University of Nuevo León (Universidad Autónoma de Nuevo León, UANL). He holds certificates in Senior Management from IPADE Business School and in Business Management from Harvard Extension School, 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.

  • Carlos
    Ruiz Santos





    Career at Acosta Verde: He counts with 16 years of experience in the Company. He served as Commercial Director from 2007 to March 2021. Since April 2021, he has served as Commercial and Shopping Centers Director. He is responsible for the commercialization and operation of the portfolio of shopping centers, the renewal of leases, constantly building new commercial relationships and synergies with national brands, as well as overseeing the operational and marketing areas of the Company. He is also responsible for validating and authorizing design proposals for all shopping centers spaces, as well as for 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: He was responsible for the U.S. maquila sector at GE Commercial Finance; he served as head of Corporate Banking and as Financial Credit Analyst in charge of branches at Grupo Financiero Banorte.



/ 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
  • • Sustainability Policy
  • • Diversity, Equity and Inclusion Policy
  • • Environmental Policy

The Code of Ethics 1 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, Company policies or human rights violations, various expedited and confidential reporting channels are available to all stakeholders for them to report or denounce.





  • • Whistleblowing 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

1 View Acosta Verde's Code of Ethics here.