CORPORATE
GOVERNANCE

Good corporate governance requires policies and codes to guide our actions ethically and efficiently, with a culture of respect and success that builds confidence among our investors and strengthens ties with our stakeholders.

The Technical Committee is the highest governing body of 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. (102-5, 102-24)

Members of the Technical Committee are considered to be independent when there is no relation to the Member Trustors of its properties or with parties related to them. Independent members are nominated by the Nominations Committee and their appointment is ratified by a majority vote in the Annual Meeting of CBFI holders.

The process for selecting and nominating Technical Committee members is conducted annually, according to our Code of Ethics and our Diversity Policy, and taking into account each candidate’s experience and merits, without regard to gender, race, nationality, culture, beliefs, marital status, ideology or political opinions. Currently, one Technical Committee member is a woman.

The Technical committee had the following members in 2019 (102-22):

(102-26, 102-27)

David Daniel Kabbaz Chiver
Chairman of the Technical Committee
He is one of the founding partners of Grupo Danhos and has over 40 years of experience in the development and management of iconic, premier-quality real estate assets, as well as in acquisitions and financing of real estate projects. He is a member of the Presidents’ Council of the Comunidad Monte Sinaí Judía de México and has been held key positions in several institutions and organizations of the national and international Jewish community, including Governor of the University of Tel Aviv in 1990. He is also a one of the “300 most influential leaders of Mexico”, a recognition given by the publication Líderes Mexicanos. Mr. Kabbaz studied architecture at the Universidad Nacional Autónoma de México.

Salvador Daniel Kabbaz Zaga
Vice-Chairman of the Technical Committee
He has over 24 years of experience in real estate, including the design, development and administration of shopping centers and premier-quality offices. Before joining Grupo Danhos in 1993, he had developed several architectural projects for office buildings in Mexico City. Once with the company, he participated in the architectural planning of Parque Duraznos and one of the buildings of Urbitec, among others. He has also held several positions in the Comunidad Monte Sinaí Judía de México. He has been President of the Association of Real Estate Developers (ADI). Mr. Kabbaz holds a degree in architecture from the Universidad Anáhuac del Norte, and studied for a Master’s Degree in Real Estate Management and Construction Companies at the University of Madrid.

Carlos Daniel Kabbaz Chiver
Technical Committee Member
He studied in various schools in Mexico City; participated in Industrial Engineering courses applied to apparel manufacture in Mexico and Canada. He worked in the Festival intimate apparel factory as partner and Director of the Production Department as well as in the Vel-Form shapewear factory in Mexico. He was founding Partner and Director of the Grupo Industrial Antinea lingerie factory, and is currently a partner in various retail boutiques.

Luis Moussali Mizrahi
Technical Committee Member
He is Vice President of the Grupo Vitracoat, a leading company in the manufacture of industrial coatings in the Americas, with plants in Mexico, North and South America. Mr. Moussali has 15 years of experience as a partner and investor in retail, industrial and office real estate projects. He holds an undergraduate degree in Financial Management from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM).

Isaac Becherano Chiprut
Technical Committee Member
Managing Partner of Grupo Inmobiliario Diana, a real estate company in the retail, office and residential segments; Founding Partner and CEO of Orotec International, a leading company in the manufacture of fine jewelry in Mexico; Managing Partner of Becherano y Asociados, S.C., financial advisory and business planning firm and founding partner and member of the Board of Directors of Sunny Fields, a company dedicated to protected high-tech agroindustry focused on the export market. Mr. Becherano has a degree in public accountancy from the Universidad Anáhuac del Norte.

Alberto Zaga Hop
Technical Committee Member
Founder of Textiles Electrónicos, one of the largest textile companies in Mexico and which he currently owns. Mr. Zaga is treasurer of the Comunidad Monte Sinaí Judía de México, as well as a member of the Mexico City Chamber of Textile Industry. During his business career he has also been a board member of several banking and financial institutions, such as Multibanco Mercantil de México and BBVA Bancomer. Mr. Zaga studied Business Administration.

Lino de Prado Sampedro
Technical Committee Member
Has participated in the promotion and development of various successful textile projects in Mexico with Grupo Inditex (Zara) and its various brands, and is Chairman of the Board of Directors of Zara México. He is also a partner in Recórcholis, a family entertainment company, and El Bajío, a restaurant chain. Mr. Prado holds a degree in Public Accountancy from the Escuela Bancaria y Comercial.

Adolfo Kalach Romano
Technical Committee Member
For sixteen years Mr. Kalach headed textile production in four companies of Grupo Kaltex, a company engaged in various segments of the textile business; he is Founding Partner of Avante Textil, where he has served as Director of Fabric and Finishing for 13 years; and he has extensive experience in the real estate sector, where since 1984 he has lead promotion, construction and administration of triple-A distribution centers, with approximately a million square meters built. In 2004 he entered the hotel industry and has participated in construction of properties covering approximately 62,000 square meters. He holds a degree in Public Accountancy from the Universidad Iberoamericana.

Francisco Gil Díaz
Independent Technical Committee Member
President of Telefónica México, a global telecommunications company, and head of Avantel, a Mexican telecommunications company. Mr. Gil Díaz has held several key positions in the Mexican public sector, including Minister of Finance and member of the Board of Governors of Banco de México. In 2005 he was recognized as “Finance Minister of the Year for the Americas” by The Banker (a publication of Financial Times). He is an independent board member of BBVA, of Bolsa Mexicana de Valores, and also sits on the board of Chrysler de México and SSA, a port administration company with various facilities in Mexico. He has been a lecturer at the Instituto Tecnológico Autónomo de México (ITAM), where he is Professor Emeritus and was awarded an honorary doctorate; at the Universidad Iberoamericana, Colegio de México, and the Universidad Nacional Autónoma de México. He has spoken at conferences at various universities and international gatherings, and he has published extensively on matters of economy in internationally circulated books and journals. Mr. Gil Díaz holds an undergraduate degree in Economics from ITAM and a Master’s Degree and Doctorate from the University of Chicago.

Antonio Chedraui Obeso
Independent Technical Committee Member
A Mexican businessman who since 1965 has held the position of Managing Director, and since 1988 Chairman of the Board of Directors, of Grupo Comercial Chedraui. He has also been Chairman of the Board of Directors of the National Association of Supermarkets and Department Stores (ANTAD). Over the course of his business career he has been a board member of various banking and financial institutions, including Banamex, Banco BCH, Bancomer, Banca Serfin, Banco de Oriente, Operadora de Bolsa and Grupo Financiero Inbursa. He is currently a board member of some private companies. Mr. Chedraui studied Business Administration of the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM), rounding out his business training with various executive development programs, particularly High-Level Management at the Instituto Panamericano de Alta Dirección de Empresas, Liderazgo y Productividad at Colegio de Graduados.

Pilar Aguilar Pariente
Independent Technical Committee Member
She was Chief Executive Officer of Endeavor México, an organization focused on promoting the growth of the Mexican economy through the support of high-impact entrepreneurs, since 2011. Served as 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). She was consultant to McKinsey & Company in Mexico and Brazil (1991-1998). She holds an undergraduate degree in Chemical Engineering from the Universidad Iberoamericana and a Master’s in Business Administration (MBA) from the University of Texas at Austin.

The Technical Committee met four times during the year, with an attendance rate of 90%. During these meetings, members learned about sustainability challenges and progress at Fibra Danhos, and decided on the strategies needed to bolster our capacities for stable development, selective acquisition and cash distribution, all toward the goal of providing attractive long-term yields to our CBFI holders.

The Technical committee is supported by five sub-committees: Audit, Nominations, Corporate Practices, Innovation, and ESG, all which contribute to the strategic management of Fibra Danhos. Their extensive understanding and broad knowledge of the industry enable our company to grow and operate a portfolio of iconic, premier-quality buildings located primarily in the Mexico City and Puebla metropolitan areas.

The highest governance body for evaluating the Fibra’s performance is its Technical Committee, supported by the Audit Committee. The CBFI holders’ Meeting may request information of the Committee when necessary to make decisions. This process is buttressed by an evaluation by the Fibra’s external advisors, who identify strengths and areas of opportunity to ensure our operations are carried out under optimum conditions.

The annual compensation of our CEO, who also serves as a partner in its external advisory firm, is established in a Consulting and Strategic Planning agreement. The advisory fee is set at 1% of the book value of the Fibra’s properties and paid on a quarterly basis, a portion of it in CBFIs, using the VWAP (Volume Weighted Average Price) of the corresponding period, and the other portion in cash. The control group holds 42% of the CBFIs, which is the highest percentage in the market, and ensures an alignment of interests and decision-making.

Compensation for each independent member of the Technical Committee amounts to $ 400,000 pesos a year.

Risk management

(102-30, 102-33)

The materiality study we conducted in 2018 was the starting point for focusing our risk management efforts on the issues of greatest concern for the company and its stakeholders.

According to the ESG mapping process, we identified two priority emerging risks:

• Corruption/bribery/transparency. We did not have a policy in place for any of these three important aspects, so our first area of opportunity was to create anti-corruption audits to verify and evaluate our processes.
• Research, innovation and development, so we can be on top of the latest technological trends that might be of benefit to Fibra Danhos.

Our ESG committee is made up of the following:
Chairman:
Jorge Serrano Esponda, Chief Financial Officer
Members:
Susana Cann Llamosa, Legal Director
Jonathan Cherem Daniel, Investor Relations/ESG
David Goldberg, Independent Advisor

As we mentioned earlier, Fibra Danhos has a clear mission, vision and values. We also have a Code of Ethics with various policies to guide our performance and address priority emerging risks.

One fundamental tool for our operations is our Code of Ethics, which is available on our website for stakeholders to learn about and apply it. Both employees and suppliers sign a statement of agreement and adherence to the Code. In 2019, two years after it was last published, the Code was reviewed and updated.

(102-12)

We also abide by the principles of the United Nations Global Compact, of which we are signing members, and its stipulations on human rights, labor conditions, environment and anti-corruption. In upholding the Compact’s ten principles, we also commit to presenting an annual Communication of Progress (CoP).

Last year we submitted information on our company to the Global Real Estate Sustainability Benchmark (GRESB) for the first time. After examining our performance in the Management & Policy and Implementation & Measurement dimensions, we were given a grade of more than 50 points in each of these aspects, earning us Green Star distinction, which indicates a high rating in absolute performance.

We have also been evaluated under RobecoSAM parameters and identified certain areas of opportunity—for example risk governance, customer relationship management, human rights training, corporate citizenship and philanthropy—which we immediately began addressing.