2-2, 2-9, 2-12
Structure
Fibra Danhos and Administradora Fibra Danhos
Fibra Danhos
Fibra Danhos is a Mexican trust created primarily to develop, own, lease, operate and acquire iconic, premier-quality real estate assets in Mexico.
Administradora Fibra Danhos is a subsidiary of Fibra Danhos, which is under contract with the trust and acts on the instructions of the trust’s Technical Committee, with the authority to take all actions necessary or appropriate to the pursuit of the trust’s purposes, including the hiring of personnel and engaging suppliers and service providers.
The business model of Administradora Fibra Danhos, as part of Fibra Danhos, incorporates a balance of ethical, social and environmental criteria in its management. We believe that progress must always take place under conditions of sustainability—a concept that is ingrained in our culture—because we are convinced that it is the most effective path to growth.
CBFI Holders’ Meeting
The CBFI Holders’ Meeting is the highest decision-making body of the trust. CBFI holders—who are called by the common representative at least once a year—meet to approve, among other matters, the trust’s financial statements for the previous year, as well as the election of members of the Technical Committee.
In the decision-making process, each real estate trust certificate (CBFI) is equivalent to one vote. The CBFIs grant their holders the right to receive cash distributions, provided there are sufficient funds to make them. However, they do not grant them the specific right to dispose of the ownership of the real estate properties.
The trust must make mandatory distributions to CBFI holders of at least 95.0% of its net taxable income (NTI) once a year in order to maintain its registration as a FIBRA.
Technical Committee
The highest governance body of Fibra Danhos is the Technical Committee. It is supported by the Audit, ESG, Innovation, Nominating and Corporate Practices committees, which assist in its strategic management. Their substantial understanding and broad knowledge of the industry support the growth of our group and the operation of our portfolio, distinguished by iconic and premier quality properties.
Under the rules that govern the operation of FIBRAs in Mexico, Fibra Danhos has a structure incorporating a Holders’ Assembly and a Technical Committee—our highest governing body—assisted by various support committees.
Parque Virreyes, Torre Virreyes
2-2 , 2-9
In order for the Technical Committee meetings to be legally called to order, more than 50% of its members or their alternates must be in attendance.Resolutions are passed by a majority vote of the members present, except in the cases provided for by the trust in which the majority vote of its independent members is required. Each member in attendance is entitled to one vote.
* No member of the technical committee, including the CEO, individually holds more than 10% of the total CBFIs.
** The advisor, represented by DSD1, receives as annual variable compensation 1% of trust’s book value.
*** DSD2, a representation services company, receives as annual variable compensation of 2% of the total invoiced revenues.
The Technical Committee met 4 times in 2023 with an average attendance rate of 88%.
No government institution owns more than 5% of the CBFIs with voting rights. The control group owns approximately 40% of these, and encourages the alignment of interests and decision making.