Corporate governance at Fibra Danhos is conducted according to the highest standards of compliance, which sustain our actions ethically and efficiently, with a culture of respect and success that builds confidence among our investors and strengthens ties with our stakeholders.
This governance is mindful of the company’s purpose, values and mission statement, and on this basis defines strategies, policies and goals for the organization.
(102-5, 102-18, 102-22, 102-26, 102-27)
The Technical Committee is the highest governing body of Fibra Danhos, while Administradora Fibra Danhos, S.C., a subsidiary of Fibra Danhos, 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 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. Requirements for the independence of Technical Committee can be found in our Policy on Independence in Governance Bodies at (https://api.fibradanhos.com.mx/static/policy/9_diversity_indenpendence_technical_commitee_policy_2022_en.pdf)
In the decision-making process, each action (CBFI) equals one vote. The CBFIs confer on Holders, in accordance with article 63 section II of the Securities Market Law, the right to a part of the fruits, yields and where appropiate, to the residual value of the goods or rights affected for that purpose to the Trust, for which they confer the right to receive Cash Distributions from the Trust Estate, insofar as this is sufficient to make Cash Distributions. The foregoing in the understanding that the CBFIs do not grand any particular right to dispose of the property of the Real Estate to their Holders.
Additionally, the CBFIs grant their Holders, among others the following rights: Right to act jointy with the other Holders meeting in the Holder's Meeting, being able, among others, to cast a vote for each Stock Certificate they are holders.
The process for selecting and nominating Technical Committee members is conducted annually, according to the following criteria:
Pursuant to our Deed of Trust and the Adhesion Agreements, members of the Daniel family, members of the Moussali family, and Esther Monique Guindi Hemsani, provided that they own, individually or as a group, at least 3% of the outstanding CBFI, shall be referred to as Lead Member Trustors.
Pursuant to our Deed of Trust and the Adhesion Agreements, members of the Daniel family and members of the Moussali family agreed that as long as they remain in the capacity of Lead Member Trustors and the Control Trust holds at least 15% of the outstanding CBFI, they grant to the company a preferred right: (i) to acquire any future real-estate investment opportunity relating to any of them, provided that opportunity meets our criteria for eligibility which, among others, require that properties be premier-quality retail, office or mixed-use spaces, or, if they are vacant land, that they be part of a viable development project; and (ii) to acquire any property under development or redevelopment of which they are at present or in the future will become owners of the majority of the property rights, whether collectively or individually, and which does not meet our eligibility criteria, if in the future that property comes to fulfill the eligibility criteria, at an appraised price determined by an independent expert, payable in CBFIs or in cash, at our own discretion.
If we do not exercise that preferred right to acquire a property under development or redevelopment owned by the Lead Member Trustors and that property meets our eligibility criteria, the Lead Member Trustors will grant us the right of first refusal if in the future, once the property is developed or redeveloped, and provided it meets eligibility criteria, it is offered for sale by the Lead Member Trustors.
This right of first refusal will not be granted to us if we have not exercised our preferred right to acquire an already developed property which meets our eligibility criteria. For a more detailed description of these preferred rights, see the section entitled “Certain relationships and transactions with related parties.” We believe this unique access to future investment opportunities in properties relating to the Lead Member Trustors and to certain properties under development of which the Lead Member Trustors own the majority of the property rights, and the solid relationship that our advisors’ team of officers and key personnel has established with key tenants and the local community of real estate agents and investors, will provide a constant source of attractive investment opportunities through which we can grow our business.
As provided for in our Deed of Trust, CI Banco, previously The Bank of New York Mellon S.A., Institución de Banca Múltiple—or any institution that may be designated to succeed it—will act as Common Representative of our CBFI holders, and attend, but not participate, in meetings of the Technical Committee.
(102-24, 405-1)
Technical Committee members are selected according to our Code of Ethics and our Diversity Policy, and considering each candidate’s experience and merits, without regard to gender, race, nationality, culture, beliefs, marital status, ideology or political opinions.
We recognize the importance and benefits of inclusion and diversity in the fullest sense of the word in the makeup of our Technical Committee, as an essential element for achieving decision-making efficiency. This is established in our Policy on Technical Committee Diversity at (https://api.fibradanhos.com.mx/static/policy/9_diversity_indenpendence_technical_commitee_policy_2022_en.pdf) which, alongside our general Diversity Policy, establishes rules and guidelines to instill a culture of diversity, inclusion, equality and non-discrimination in the company.
We remain deeply committed to diversity and inclusion. This approach, motivated by the principle of equality, recognized the importance of equal opportunity for all, and of valuing differences. This is reflected in our Technical Committee, which currently includes two women, or 18% of its members.
In 2021, the members of the Technical Committee were as follows:
| Name | Member since | Age |
|---|---|---|
| David Daniel Kabbaz Chiver | 2013 | 76 |
| Carlos Daniel Kabbaz Chiver | 2019 | 69 |
| Salvador Daniel Kabbaz Zaga | 2013 | 50 |
| Luis Moussali Mizrahi | 2013 | 46 |
| Isaac Becherano Chiprut | 2013 | 53 |
| Blanca Estela Canela Talancón | 2020 | 69 |
| Lino de Prado Sampedro | 2013 | 76 |
| Adolfo Kalach Romano | 2013 | 62 |
| Francisco Gil Díaz | 2013 | 78 |
| José Antonio Chedraui Obeso | 2013 | 76 |
| Pilar Aguilar Pariente | 2013 | 53 |
Chairman of the Technical Committee
He is one of the founding partners of Grupo Danhos and has over 44 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 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.
Vice-Chairman of the Technical Committee
He has over 29 years of experience in real estate, including the design, development and administration of premier-quality mixed-use developments. Before joining Grupo Danhos in 1993, he had developed several architectural projects for office buildings in Mexico City. His capacity to conceptualize innovative, sustainable projects in highly populated urban areas, and his skill in managing and directing the developments, has been key in the growth of Fibra Danhos’ asset portfolio, which is considered a benchmark in the Mexican market. He has been recognized for his business skills and upright character, having held several positions in the Comunidad Monte Sinaí Judía de México. He has been President of the Association of Real Estate Developers (ADI) and is currently chairman of the Board of Directors of the Mexican REITs Association (AMEFIBRA), as well as one of the “300 most influential leaders of Mexico”, a recognition given by the publication Líderes Mexicanos. Mr. Kabbaz holds an undergraduate 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.
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 led 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.
Technical Committee Member
Has worked at Grupo Danhos since 1988 and has been CEO of Administradora Fibra Danhos since it went public in October 2013. Throughout her career she has held high-level management rolls in Administration, Financial Planning, Treasury, Fiscal Planning, Accounting and Sales. She joined the Technical Committee of Fibra Danhos in 2021 and is also head of its Audit Committee, while sitting on various other committees dealing with social and sustainability matters. She is an active participant in various organizations including AMEFIBRA, where she served as Treasurer from 2014 to 2018; Forbes’ Most Powerful Women from 2019 to the present; and the Metropolitan Steering Committee of Citibanamex from 2020 to date. She holds an undergraduate degree in public accountancy from the Instituto Politécnico Nacional and a Master’s in Finance from the Instituto Tecnológico y de Estudios Superiores de Monterrey and has completed various specialization courses in Mexico and abroad, including certifications in upper-level tax management and tax administration.
Technical Committee Member
Mr. Daniel has extensive experience in the textile industry, having developed strategy and planning skills in production processes. 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, from which he contributes an in-depth knowledge of the consumer goods sector. Mr. Daniel studied in Mexico City including industrial engineering courses for clothing manufacture in Mexico and Canada.
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 the protected high-tech agroindustry focused on the export market. Mr. Becherano has a degree in Public Accountancy from the Universidad Anáhuac del Norte.
Technical Committee Member
A leading Mexican entrepreneur who has been Chairman of the Board of Directors of Zara México since 1992, during which time he was played a key role in the brand’s growth in Mexican territory. He has been recognized as one of the “300 Most Influential Leaders of Mexico” and has received various civil distinctions as well as for his exceptional channels of advocacy, promotion and work as liaison for various Spanish companies in Mexico. With extensive experience in the food and beverage company, he is involved in the El Bajío restaurant chain, and sits on the board of Recórcholis, a family entertainment company, and Redegal, a firm specializing in digital marketing. He has been influential in developing Fibra Danhos’ portfolio of offices and mixed-use properties, particularly Torre Virreyes and Toreo Parque Central, and has been a member of the technical committee since 2013. Mr. Prado holds a degree in Public Accountancy from the Escuela Bancaria y Comercial and in 2009 was recognized as distinguished alumnus for his achievements.
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, all of which hold ISO 14000 (environmental management) and ISO 9000 (quality management) certifications. Mr. Moussali is an expert in supply chain management, enabling him to ensure efficient sourcing from suppliers in five continents. Mr. Moussali has 18 years of experience as a partner and investor in retail, industrial and office real estate projects. He has been a board member of BBVA since 2018. He holds an undergraduate degree in Financial Management from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM).
Independent Technical Committee Member
Pilar Aguilar Pariente is independent board member and investor in high-growth companies. She sits on the board as an independent member of other public and private firms in Mexico. In the venture capital field she has been angel investor and member of various investment committees. She began her career in consulting, working at McKinsey & Company as project partner for the Mexican and Brazilian energy and transportation industries, and for Bain and Company as Talent Development Director. Between 2011 and 2016 she directed Endeavor México, an organization focused on promoting the growth of the Mexican economy through the support of high-impact entrepreneurs. She has co-authored four books on entrepreneurs, The new face of Mexico, and worked with IPADE on a book entitled “Doing well and doing good.” She has been a speaker and panelist at the Women’s Forum Global Meeting and TEDx, among others. Since 2018 she has been a member of the jury for the EY Entrepreneur of the Year Award in Mexico. Ms. Aguilar 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.
Independent Technical Committee Member
President of Telefónica México, a global telecommunications company, Avancia, a real-estate subsidiary of ACS , 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 chairman of the advisory council of EXI, a Mexican infrastructure company. 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.
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 several private companies. Mr. Chedraui studied Business Administration at 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.
Other board memberships held by our independent members are as follows:
| Independent member | Other Board Memberships |
|---|---|
| Pilar María Aguilar Pariente | Zurich Compañía de Seguros S.A., Kubo Financiero and Grupo Sohin |
| Francisco Gil Díaz | Bolsa Mexicana de Valores and EXI Infraestructura |
| Antonio Chedraui Obeso | Grupo Chedraui |
The average time spent by Technical Committee members in the committee is seven years, and we have been publicly traded for eight years. Our Technical Committee is made up of professionals with extensive experience in various industries, including finance, discretional consumption, real estate, industry, basic consumer goods, information technologies, energy, risk management and public service.
(102-23)
El presidente del Comité Técnico, David Daniel Kabbaz Chiver, no ocupa ningún cargo directivo.
David Daniel Kabbaz Chiver is chairman of the Technical Committee but holds no post in company management.
The Technical Committee met four times during the year, with an attendance rate of 90%. In 2021, all board meetings had at least 75% of executive and non executive directors in attendence. During these meetings, members learned about ESG challenges and progress at Fibra Danhos. The committee also 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.
The Corporate Practice Comitte evaluates the Tecnhical Comittee's performance based on their responsabilities established in the Trust Fund's contract.
| Audit Committee | Nominations Committee | Corporate Practices Committee | Innovation Committee | ESG Committee |
|---|---|---|---|---|
| Our Technical Committee is in charge of appointing the Chairman and members of the Audit Committee. The Audit Committee consists of three independent members: Francisco Gil Díaz, Pilar María Aguilar Pariente and Antonio Chedraui Obeso. | The Nominations Committee is charged with seeking, analyzing and assessing candidates for election or appointment as independent members of our Technical Committee. The Nominations Committee has five members, three of them independent: Salvador Daniel Kabbaz Zaga, David Daniel Kabbaz Chiver, Pilar María Aguilar Pariente (independent), José Antonio Chedraui Obeso (independent) and Francisco Gil Díaz (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: José Antonio Chedraui Obeso, Francisco Gil Díaz and Pilar María Aguilar Pariente. | Its aim is to establish greater communication with our investors regarding innovation and development issues. It has four members: Salvador Daniel Kabbaz Zaga, Jorge Serrano Esponda, Jonathan Cherem Daniel and Elías Mizrahi Daniel. | The Committee is in charge of managing environmental and social risk. It is made up of the following members: Jonathan Cherem Daniel, Blanca Estela Canela Talancón, Jorge Serrano Esponda and Pilar María Aguilar Pariente. |
| 100% independent | 60% independent | 100% independent | 25% independent |
(102-28)
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 optimum development of our operations.
No government institution owns more than 5% of the CBFI with voting rights.
The control group holds 38% of the CBFI, which is a high percentage on the market and encourages an alignment of interests and decision-making.
Compensation for the Administrative Director of Fibra Danhos is $551,550 pesos per month, having no variable compensation, and for each independent member of the Technical Committee it is $400,000 pesos per month.
(102-35. 102-36. 102-37, 102-38, 102-39)
By policy, compensation for the three independent board members is determined on the basis of their experience and knowledge. Total compensation for these members is approximately $1.2 million pesos, depending on how many meetings are held during the fiscal year.
The highest governance body for evaluating the Fibra’s performance is its Technical Committee, supported by the Audit Committee.
(102-16, 102-17, 102-25, 205-1, 205-2, 205-3, 406-1, 419-1)
A fundamental tool for operations at Fibra Danhos is our Code of Ethics (https://api.fibradanhos.com.mx/static/policy/3_code_of_ethics_2022_en.pdf), which applies to all of our stakeholders and is available to them on our webpage. Both suppliers and employees of Fibra Danhos sign in agreement of the code when they begin their relationship with the company. In 2020, the Code was updated, and starting this year every employee must re-certify their commitment to it on an annual basis.
The adjustments to the Code include the incorporation of quality goals, respect for human rights, diversity, professional advancement and training, occupational safety and health, eradication of child labor and slavery, freedom of association, conduct toward clients, tenants, shareholders and employees, and measures to avoid money laundering, terrorism financing, corruption, bribery and influence-peddling. The Code is complemented by Anti-Corruption and Conflict of Interest Codes (https://api.fibradanhos.com.mx/static/policy/5_anticorruption_policy_2022_en.pdf) and (https://api.fibradanhos.com.mx/static/policy/6_conflict_of_interest_policy_2022_en.pdf).
We reinforce our Code of Ethics with annual training and an evaluation to ascertain its level of application. Furthermore, as we mentioned in preceding chapters, we have begun to work on creating a comprehensive training plan that includes topics such as discrimination, harassment and labor rights, among others.
We make sure our Code of Ethics is respected at all times through a preventive approach, and we provide tools for employees to report any breach of the Code or to air any concerns they might have. Our Línea Ética hotline is managed by an independent firm, Global Ethics, which is a world-class company that provides ethical reporting help lines, guaranteeing that situations are dealt with impartially. Línea Ética is open not only to employees but to any stakeholder who has a question, complaint or report to make. They can do so through the website https://danhosteescucha.lineaetica.com.mx or by e-mail at danhosteescucha@lineaetica.com.mx.
The company is audited by an independent firm, guaranteeing total transparency in the handling of each case.
We consider inclusion, diversity, job equality and non-discrimination as core strategies at Fibra Danhos. To achieve this, we are committed to bringing about a change in institutional policies to promote and guarantee equal opportunity between men and women, non-discrimination in hiring, and to preventing, addressing and eradicating sexual harassment and workplace bullying, always in defense of human rights, as specified in our Policy on Diversity, Inclusion, Labor Equality and Non-Discrimination.
There were eight incidents reported to Línea Ética last year.
In 2021, we received no sanctions or fines for violation of laws against anti-competitive behavior, monopolies or unfair competition.
We consider inclusion, diversity, job equality and non-discrimination as core strategies at Fibra Danhos.
(205-1, 205-2)
We abide by the highest ethical standards, and one way we prove this is by our Anti-Corruption Policy, whose aim is to establish organization-wide guidelines on matters of prevention, detection and reporting acts of corruption and money-laundering that may arise in the company.
In 2022 we plan to train our employees in these matters.
To date we have had no cases of corruption in company activities. We do not make political contributions either in cash or in kind, nor have we received any fine or sanctions for breaches of socioeconomic laws and regulations.
New information technologies have given rise to new threats and cyber-risks. Grupo Danhos has a series of initiatives and programs to mitigate this risk and have launched various training programs for our employees.
At present we have the AWS (Amazon) cloud service, which has a security setting through a VPN connection, and also includes a DRP recovery plan and daily backups. This service enables us to fortify our cybersecurity system, focused on threat prevention. Both our information infrastructure and our information security management system have been certified by external auditors.
Every six months our AQ quality environment is tested with backup copies, to confirm the quality of our data and be able to restore systems and/or databases 100% after a failure or interruption.
SAP web applications enter the system via an AWS web dispatcher, which controls traffic in the network toward the AWS server. To test the security of SAP access, after three attempts to enter with the wrong password the user is blocked. This helps preserve the integrity of our information.
Next year we will continue these training sessions to keep all employees aware of the importance of these issues.
1. Offering or accepting bribes to or from public officials or private parties.
2. Offering or accepting facilitation payments to initiate or expedite administrative processes or formalities.
3. Offering or accepting gifts or gratuities to or from public officials or any other outside party that violates the terms of this Policy.
4. Making political contributions in the name of the Company.
5. Obtaining favorable treatment through sponsorship or donations.
6. Violating laws and regulations applicable to public tender processes.
7. Establishing business relations with outside parties without discharging the duty of minimum due diligence.
8. Acting on behalf of an outside party who is on an official list of blocked parties.
9. Entering into an agreement with an outside party to obtain an undue advantage.
10. Conducting transactions using funds of illegal origin.
