Our
Essence
Corporate Governance
GRI 419: 103-1, 103-2, 103-3; 102-18, 102-19, 102-20, 102-22, 102-23, 102-26
In 2018: as part of Fibra Danhos’ commitment to continuous improvement, we decided to strengthen the institutionalization of all our processes.
Fibra Danhos has a solid corporate governance system which supports the development its practices and codes; the system guides our actions for maintaining the confidence of our investors and bolstering ties with all of our stakeholders.
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The Technical Committee is the maximum governing body of Concentradora Fibra Danhos, while Administradora Fibra Danhos, S.C. is in charge of the management and administration of our daily operations. The Technical Committee can be comprised of up to 21 members and, in accordance with existing laws, 25% of them must be independent.
Members of the Technical Committee are considered to be independent by Fibra Danhos when there is no relation to the adherent trustees of the properties or with any related parties. Thus, the Fibra applies requirements established by law such as the Ley del Mercado de Valores (Securities Market Law). The election of independent members is ratified by a majority vote in the Annual Meeting of the holders of CBFIs, upon proposal of the Nominations Committee.
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The nomination and selection process of the members of the Technical Committee takes place every year in accordance to he following criteria:
At every CBFI (Real Estate Trust Certificates) Holders’ annual meeting wherein members of our Technical Committee are designated, and in conformity with the Deed of Trust, any holder or group of holders with 10% of our outstanding CBFIs shall be entitled to appoint a full member, as well as its corresponding alternate.
The Relevant Adherent Trustees – constituted by the members of the Daniel and Moussali families, as well as by Esther Monique Guindi Hemsani shall be entitled to appoint—through the established Control Trust, and while said trust holds 15% or more of outstanding CBFIs—a number of members of the Technical Committee and its corresponding alternate members, equal to at least half of the total members of the Technical Committee at the time, plus one, in order to guarantee that the Relevant Adherent Trustees will be able to appoint the majority of the members of our Technical Committee.
The Adherent Trustees of the properties that form our portfolio, shall also have the capacity, at their discretion, of exclusively designating the members of our Technical Committee who are not considered independent.
Holders of our CBFIs who comply with the ownership percentage must submit to the Trust, proof of ownership issued by the CBFI Holder’s Meeting. The Relevant Adherent Trustees, through a Control Trust, shall designate the chairman of our Technical Committee. The secretary, who will not be able to be a member of our Technical Committee, shall be designated by the Technical Committee in conformity with the Deed of Trust.
In accordance to the Deed of Trust, CI Banco, previously The Bank of New York Mellon, S.A., Institución de Banca Multiple —or any duly appointed successor institution— shall act as Common Representative of our CBFI Holders; in addition, it may attend, but not participate in the meetings of the Technical Committee.
It should be mentioned that the process of nomination and selection of the members of the Technical Committee is conducted on the basis of experience and merit of the candidates, gender notwithstanding.
Our Technical Committee is currently comprised of 11 members, three of whom are independent (27%) in compliance with the statutes of the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission) and the recommendations of the Código de Mejores Prácticas del Consejo Coordinador Empresarial (Code of Best Practices of the Business Coordinating Council).
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Technical Committee members in 2018:
| Proprietary members | Members since | Age |
|---|---|---|
| David Daniel Kabbaz Chiver | 2013 | 73 |
| Carlos Daniel Kabbaz Chiver | 2019 | 65 |
| Salvador Daniel Kabbaz Zaga | 2013 | 47 |
| Luis Moussali Mizrahi | 2013 | 42 |
| Isaac Becherano Chiprut | 2013 | 49 |
| Alberto Zaga Hop | 2013 | 70 |
| Lino de Prado Sampedro | 2013 | 72 |
| Adolfo Kalach Romano | 2013 | 57 |
| Francisco Gil Díaz* | 2013 | 73 |
| José Antonio Chedraui Obeso* | 2013 | 71 |
| Pilar Aguilar Pariente* | 2013 | 49 |
* Independent member.
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David Daniel Kabbaz Chiver
Chairman of the Technical Committee
One of the founding members of Grupo Danhos, Mr. David Daniel has over 40 years’ experience in management and development of iconic and premier quality property assets, as well as in acquisition and financing of real estate projects. Mr. Daniel is a member of the Board of Presidents of the Mount Sinai Jewish Community in Mexico, and has held key positions at diverse institutions and organizations of the national and international Jewish community, including member of the Tel Aviv University Board of Governors in 1990. Moreover, he is a member of the 300 Most Influential Leaders in Mexico, a recognition made by the magazine Líderes Mexicanos. Mr. Daniel studied architecture at the Universidad Nacional Autónoma de México (UNAM).
Salvador Daniel Kabbaz Zaga
Vice Chairman of the Technical Committee
Mr. Daniel has 26 years’ experience in real estate, including creation, development and management of premier-quality commercial centers and offices. Before joining Grupo Danhos in 1993, he led diverse architectural projects of office buildings in Mexico City. At Grupo Danhos he participated in the architectural project for Plaza Duraznos and for one of the Urbitec buildings, among other projects. He has also held different positions in the Mount Sinai Jewish Community in Mexico. Currently, he is Chairman of the Real Estate Developers Association (ADI). Mr. Daniel holds a Bachelor’s Degree in Architecture from the Universidad Anáhuac del Norte and a Master’s in Real Estate and Construction Administration from the Universidad de Madrid.
Carlos Daniel Kabbaz Chiver
Member of the Technical Committee
Having studied at different colleges in Mexico City, Mr. Daniel participated in industrial engineering courses applied to dress-making in Mexico and Canada. He worked at the Festival lingerie manufacturing company as an Associate and Director of the Production Department, and at Vel-Form de Mexico corsetry manufacturing company. He was a founding partner and Director of Grupo Industrial Antinea lingerie manufacturing company. He is currently an associate of different retail boutiques.
Luis Moussali Mizrahi
Member of the Technical Committee
Mr. Moussali is Vicepresident of Grupo Vitracoat, a leading company in industrial coating in the Americas with production plants in Mexico, and North and South America. He has 15 years’ experience as an associate and investor in commercial, industrial and office real estate projects. Mr. Moussali holds a Bachelor’s Degree in Financial Management from the Instituto Tecnológico de Estudios Superiores de Monterrey (ITESM).
Isaac Becherano Chiprut
Member of the Technical Committee
Mr. Becherano is Managing Partner of Grupo Inmobiliario Diana commercial, business and residential segments; founding partner and CEO of Orotec Internacional, a leading company in fine jewelry manufacturing; managing partner of Becherano y Asociados S.C., a financial advisory and business planning company; and a founding partner and member of the Board of Directors of Sunny Field, a high-tech agroindustry protection company focused on the export market. Mr. Becherano is a Public Accountant by the Universidad Anáhuac del Norte.
Most of the members of our Technical Committee occupy four or less other mandates.
Alberto Zaga Hop
Member of the Technical Committee
Mr. Zaga is founder and owner of Textiles Electrónicos, one of the largest companies in the textile industry in Mexico. He is also treasurer of the Mount Sinai Jewish Community in Mexico, and Member of the Cámara de la Industria Textil (Textile Industry Chamber) in Mexico City. His business track record includes board membership in different financial banking institutions, such as Multibanco Mercantil de México and BBVA Bancomer. He has post-graduate studies in Business Administration.
Lino de Prado Sampedro
Member of the Technical Commitee
Mr. de Prado has participated in promotion and development of diverse successful textile projects in Mexico, such as Grupo Inditex (Zara) under its different brands, and has been chairman of its Board of Directors; Recórcholis, a family entertainment company, and Bajío, a restaurant company. He is a public accountant by the Escuela Bancaria y Comercial.
Adolfo Kalach Romano
Member of the Technical Committee
Mr. Kalach was in charge for 16 years of textile production at four companies of Grupo Kaltex, a textile manufacturing company. He is a founding partner of Avante Textil, a textile company, where he was Director of Weaving and Finishing for 13 years. He has extensive experience in the real estate sector, where he has worked since 1984 in promotion, construction and management of AAA distribution centers and was responsible for approximately 1,000,000 constructed square meters. Since 2004 he has also entered the hotel sector with the construction of approximately 62,000 m2. Mr. Kalach is a public accountant by the Universidad Iberoamericana.
Francisco Gil Díaz
Independent Member of the Technical Committee
Mr. Gil is President of Telefónica México, a global telecommunications company, and he also presided over Avantel, a Mexican telecommunications company. He has held different positions in the Mexican public sector, including Treasury Secretary and Governor of Banco de México. In 2005 he was recognized as Finance Secretary of the Year, Americas, by The Banker, a Financial Times publication. Moreover, he is an independent board member of Bancomer, the Mexican Stock Exchange, and a member of the Board of Advisors of Chrysler de México, and SSA, a docking company with diverse facilities in Mexico. Mr. Gil has also taught at the Instituto Tecnológico de México (ITAM), institution that conferred on him the title of Professor Emeritus and Doctor Honoris Causa. He has also taught at the Universidad Iberoamericana, the Colegio de México and the Universidad Nacional Autónoma de México (UNAM). He has given conferences and lectures at diverse international universities and forums. Furthermore, he has extensively published research on economic matters in books and international magazines. Mr. Gil holds a Bachelor’s Degree from the ITAM and a Master’s and Ph.D on Economics by the University of Chicago.
Antonio Chedraui Obeso
Independent member of the Technical Committee
Since 1965 Mr. Chedraui has been the CEO of Grupo Comercial Chedraui, and since 1988 he has been Chairman of its Board of Directors. He has also chaired the Asociación Nacional de Tiendas de Autoservicio y Departamentales (ANTAD). His business track record includes board membership of diverse financial and banking institutions, which include Banamex, Banco B.C.H., Bancomer, Banca Serfin, Banco de Oriente, Operadora de Bolsa and Grupo Financiero Inbursa. He is currently board member of some private companies. Mr. Chedraui holds a Bachelor’s Degree in Business Adminstration from the Instituto Tecnológico de Estudios Superiores de Monterrey (ITESM), rounding off his business expertise with diverse programs in executive development, whereof a highlight is the Senior Management Post-Graduate Course from the Instituto Panamericano de Alta Dirección de Empresas, Liderazgo y Productividad.
Pilar Aguilar Pariente
Independent member of the Technical Committee
Ms. Aguilar was the CEO of Endeavor México, an organization focused on driving the growth of the Mexican economy through its support for high-impact entrepreneurship, since 2011. She was Director of Human Capital at Bain and Company in Mexico (2006-2011), Director of Commercial Intelligence at Telefónica Móviles (2006) and Director of Corporate Development at Satmex (1998-2000). Ms. Aguilar was also a consultant for McKinsey & Company in Mexico and Brazil (1991-1998). She holds a Bachelor’s Degree in Chemical Engineering by the Universidad Iberoamericana, and an MBA by the University of Texas at Austin.
The members of our Technical Committee hold their positions for an average of 5 years.
The members of our Technical Committee have extensive experience in management of diverse aspects of the real estate industry in Mexico and have worked in different businesses and through different economic cycles.
In 2018, the members of the Technical Committee attended 100% of the committee’s sessions, far exceeding the required minimum attendance (51%).
The Technical Committee determines the strategies needed to bolster our development capacities, selective acquisitions, and stable cash payouts in order to meet our objective of providing attractive long-term returns to holders of our Certificados Bursátiles Fiduciarios Inmobiliarios CBFIs (Real Estate Trust Certificates).
GRI 416: 103-1, 103-2; 102-2, 102-6, 102-10
In order to meet this and other objectives, the work of our Technical Committee is supported by diverse Committees –Auditing, Nominations, Practices, Innovation and ESG– that contribute to our Fibra’s strategic management. Their substantial understanding and broad knowledge of the industry allow for Fibra Danhos’ growth and the operation of a portfolio of iconic and premier quality properties located primarily in the Mexico City Metropolitan Area and other urban centers in Mexico that also boast robust commercial or business activity.
| Committees | ||||
| Audit Committee | Nominations Committee | Practices Committee | Innovation Committee | ESG Committee |
|---|---|---|---|---|
| Our Technical Committee is in charge of appointing the Chairman and members of the Audit Committee. The Audit Committe consists of three Independent members. | Among the responsibilities of the Nominations Committee are seeking, analyzing and assessing candidates for election or appointment as independent members of our Technical Committee. The Nominations Committee consists of five members, three of them independent. | Our Technical Committee is in charge of appointing the Chairman and members of the Practices Committee; it is also responsible for adopting resolutions by majority vote. In compliance with regulations, the committee consists of three Independent members. | Recently created, its aim is to establish greater communication with our investors regarding innovation and development issues.It consists of eight members. | EThe Committee is in charge of managing environmental and social risk. It consists of four members; one of them Independent. |
| 100% independent | 60% independent | 100% independent | 25% independent | |
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The maximum governing body of our Fibra is the Technical Committee, which —supported by Audit Committee oversight— conducts an annual self-assessment, while the Holders’ Meeting is the body which if necessary, requests the Committee information to verify the performance of its activities. This process is strengthened by the assessment conducted by external auditors, who determine strengths and opportunity areas that guarantee improvements on our strategies and daily operation.
102-35, 102-36
The annual compensation of our CEO, who also serves as a partner in the External Advisor to the Fibra, is stated on a Consulting and Strategic Planning Contract. The advisory fee is determined as 1% of the book value of the Fibra’s properties and paid on a quarterly basis with CBFIs, using the VWAP (volume average weighted price) of the corresponding period.
The members of our Technical Committee bring
+200 years
of accumulated experience in diverse aspects the Mexican real estate industry.
| Committees | ||||
| Audit Committee | Nominations Committee | Practices Committee | Innovation Committee | ESG Committee |
|---|---|---|---|---|
| Our Technical Committee is in charge of appointing the Chairman and members of the Audit Committee. The Audit Committe consists of three Independent members. | Among the responsibilities of the Nominations Committee are seeking, analyzing and assessing candidates for election or appointment as independent members of our Technical Committee. The Nominations Committee consists of five members, three of them independent. | Our Technical Committee is in charge of appointing the Chairman and members of the Practices Committee; it is also responsible for adopting resolutions by majority vote. In compliance with regulations, the committee consists of three Independent members. | Recently created, its aim is to establish greater communication with our investors regarding innovation and development issues. It consists of eight members. | The Committee is in charge of managing environmental and social risk. It consists of four members; one of them Independent. |
| 100% independent | 60% independent | 100% independent | 25% independent | |
| Committees |
| Audit Committee |
|---|
| Our Technical Committee is in charge of appointing the Chairman and members of the Audit Committee. The Audit Committe consists of three Independent members. |
| 100% independent |
| Nominations Committee |
| Among the responsibilities of the Nominations Committee are seeking, analyzing and assessing candidates for election or appointment as independent members of our Technical Committee. The Nominations Committee consists of five members, three of them independent. |
| 60% independent |
| Practices Committee |
| Our Technical Committee is in charge of appointing the Chairman and members of the Practices Committee; it is also responsible for adopting resolutions by majority vote. In compliance with regulations, the committee consists of three Independent members. |
| 100% independent |
| Innovation Committee |
| Recently created, its aim is to establish greater communication with our investors regarding innovation and development issues. It consists of eight members. |
| ESG Committee |
| The Committee is in charge of managing environmental and social risk. It consists of four members; one of them Independent. |
| 25% independent |
102-28
The maximum governing body of our Fibra is the Technical Committee, which —supported by Audit Committee oversight— conducts an annual self-assessment, while the Holders’ Meeting is the body which if necessary, requests the Committee information to verify the performance of its activities. This process is strengthened by the assessment conducted by external auditors, who determine strengths and opportunity areas that guarantee improvements on our strategies and daily operation.
102-35, 102-36
The annual compensation of our CEO, who also serves as a partner in the External Advisor to the Fibra, is stated on a Consulting and Strategic Planning Contract. The advisory fee is determined as 1% of the book value of the Fibra’s properties and paid on a quarterly basis with CBFIs, using the VWAP (volume average weighted price) of the corresponding period.
Risk Management
102-11, 102-15, 102-29, 102-30, 102-31, 102-32, 102-33, 102-34
2018 was a very important year for Fibra Danhos regarding ESG, since it recognized the relevance of contributing to sustainability issues in Mexico, a firm belief from our CEO, and consequently, the implementation of risk management processes by Administradora Fibra Danhos. Our Technichal Committee and senior management have delegated their authority concerning social, environmental and corporate governance matters to the ESG Committee, which determined to conduct its first materiality study.
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In order to ensure collective knowledge of ESG aspects by our top governance body, the results of the materiality study were reported to “Administradora” management team.
The relevance of this analysis lies on the fact that we have taken an important step in the institutionalization of diverse processes of the Fibra, among them, executive training and ESG risk management. This way, we now find ourselves in a virtuous circle, as the materiality study is the main risk management mechanism allowing us to focus our efforts on relevant issues for Fibra Danhos and its stakeholders, and has become the main tool for achieving continuous improvement.
GRI 205, 415, 416: 103-1, 103-2; 102-12
According to the ESG risk mapping process, we have identified two emerging priority risks:
- Corruption/bribery/ transparency. Since we had no policy regarding these matter, we created an anti-corruption policy. Thus, our current main anti-corruption task is to conduct, monitor and assess our processes.
- Innovation, Research and development, which aims to study the recent technological trends for the benefit of the Fibra.
Chairman:
Jorge Serrano Esponda, CFO
Members:
Susana Cann Llamosa, Legal Director
Jonathan Cherem Daniel, Investor Relations / ESG
David Goldberg, PhD, Independent Counsel
In 2018 we focused our efforts on sustainability, consolidating our social environmental commitment into the future.
Fibra Danhos is the Fibra with the market’s clearest and most concise commission structure.
Ethics and integrity
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| Our Mission | Supported by its knowledge, experience and passion, Fibra Danhos creates, operates and innovates iconic premier real estate assets that stand out for identity and quality of life. |
| Our Vision | Transform selected urban spaces into metropolitan areas through the acquisition or development, renewal and administration of commercial, office and mixed-use properties, expanding our portfolio in order to generate greater value for our clients and investors. |
Ethical Principles
Every day our clients place their trust on the honesty and transparency of our organization. Thus, Fibra Danhos permanently fosters ethical, professional and social behavior among its employees and suppliers. We are aware that the good image and prestige of Fibra Danhos depends on the honesty of all our members; for this reason, we have established ethical principles which are the backbone of our decision-making process:
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Integrity |
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Objectivity |
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Professional diligence and competence |
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Confidentiality |
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Professionalism |
The organization believes that respect for Human Rights is an essential principle for our operation and stakeholder relations. At Fibra Danhos, all persons are worthy of respect and consideration. We reject any type of discrimination and guarantee equal treatment in access to employment and performance evaluation. Furthermore, we foster respect for liberty of choice and privacy, and ensure the confidential character of all the transactions we carry out.
Values
At Fibra Danhos we believe that healthy and productive labor relations are vital for proper functioning of all organizations. For that reason, and through our Code of Ethics, we foster the values shown below as the basis of our relationship with our employees, suppliers and clients:
Likewise, we believe that friendly and harmonious relations are fundamental to the productivity of our work teams, therefore we guarantee the best work environment. To do this, we thoroughly monitor adequate use of authority throughout the organization, and ensure that its application is always based on communication, truth, clarity and opportunity. Moreover, any type of harassment or intimidation is prohibited and penalized.
Fibra Danhos is committed to violence-free work environment at all our facilities.
Code of Ethics
At Fibra Danhos we believe that respect, integrity and professionalism are fundamental pillars of our activities. We are convinced that discipline and compliance with our ethical principles is what allows us to fulfill our commitment to Mexico’s development, which is why our Code of Ethics is a performance directive. We encourage our employees to apply it in their daily business in order to maintain the Fibra’s soundness and reputation, and in that way contribute to generate economic value and social wellbeing.
We regard respect for human rights as an essential principle in our operations and in our relationship with stakeholders.
Moreover, a key aspect of our Code of Ethics is to handle and deal with confidential information. It si strictly forbidden that employees divulge our clients/tenants information. Similarly, individuals with ties of any kind to Management are forbidden from using access to privileged information for their own benefit or that of third parties.
GRI 205: 103-1, 103-2; 205-2
The confidence of our clients, suppliers, authorities and other stakeholders is not ensured by integrity and transparency alone; we also commit on fighting corruption in all its shapes and forms. For this reason, we require all our employees and agents to comply with current anti-corruption laws and regulations. Fibra Danhos employees must refrain from granting benefits in exchange for advantages in any of the Fibra operations. We also prohibit accepting any benefits that compromise the professionalism of our employees.
Fibra Danhos encourages free competition based on the conviction that it is an essential factor for driving the development of Mexico. As a result, in 2018 we were not fined or penalized for cases of unfair or monopolistic competition.
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Fibra Danhos is a member of the Asociación de Desarrolladores Inmobiliarios - ADI (Real Estate Developers’ Association)
GRI 415: 103-1, 103-2, 103-3; 415-1
It should be mentioned that Fibra Danhos respects the political activity of our employees as long as it is not conducted on the course of their work activities. Fibra Danhos does not make political contributions —in cash or in kind— and does not support any type of political campaigns.
We are also against forced or compulsory labor.
Employees are required to subscribe the Code of Ethics upon joining Fibra Danhos.
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Conflict of interest is understood as any situation whereby the loyalty of board members, executives or employees is divided between the legitimate interests of Fibra Danhos (Administradora) and their own interests in such a way that they cease to be objective and impartial in detriment of the prestige and patrimony of Administradora. Our strategy for potential conflict of interest consists of three stages: a) immediate suspension of the business transaction or operation, b) report to the immediate superior, c) assessment and adoption of steps to resolve the conflict.
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At Fibra Danhos we strive to ensure compliance with our Code of Ethics and doing so with a preventative focus and providing our employees with tools for reporting compliance violations or any other concerns.
Previously, our “Whistleblowing Line” was managed internally; however, in line with our commitment to search for continuous improvement and transparency, since April, 2019 this communication tool is managed by a third party, a global company dedicated to ethics reporting systems. Reports may be made through the website:
https://danhosteescucha.lineaetica.com.mx
or through our email address:
danhosteescucha@lineaetica.com.mx.
Approval, modification and distribution of the Code of Ethics is responsibility of Administradora’s Management Team. Our Code of Ethics is publicly released on our webpage for stakeholder’s information and application. Moreover, all Administradora Fibra Danhos employees are required to subscribe the Code. In order to keep the Code up-to-date, it is reviewed at least once every two years.
In addition to our Code of Ethics we have a robust set of instruments to support process management with a sustainable focus.
Sustainability Policy
The policy establishes our sustainability vision which in turn governs the decision-making process for managing our business and generating value. We seek properties that can become a positive transformation agent for the environment, and contribute to social and economic development of the communities in which we operate, thus improving the quality of life of its inhabitants. Our business model provides for strict vigilance of negative external factors enabling us to take corrective action as early as the design stage. For this reason, all our properties are located in developed areas, where no communities have been displaced.
Stakeholder Relations Policy
It provides a common understanding for identifying our stakeholders, establishing active relations with them, integrating them into the operations, and considering their expectations in the definition of our sustainability vision.
Sustainable Procurement Policy
It provides the basis for achieving legal, social and environmental goals in the procurement of goods and services.
Anticorruption Policy
GRI 205: 103-2
Its objective is to establish the guidelines of the organization regarding matters of prevention, detection and reporting of corruption acts and money laundering activities.
205-2
Our business partners are aware of our Anticorruption Policy.
Environmental Policy
As part of our commitment to sustainability, we have established strategies for rational and efficient use of natural resources needed for the development of the properties we manage and mitigate the impact of our operations on the environment.
