4
GOVERNANCE
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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
A subsidiary of Fibra Danhos, which operates under an administration agreement 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 to meet by the common representative at least once a year—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. The process of selecting and re-electing members is carried out once a year, by a majority vote, during the CBFI Holders’ Meeting. The substantial understanding of the committee members and their broad knowledge of the industry support the growth of our group and the operation of our portfolio. The average tenure of Technical Committee Members is 8.75 years.
To support it in strategic management, the Technical Committee is assisted by various support committees: Audit, ESG, Innovation and Corporate Practices.
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The Technical Committee met 4 times in 2024, with an average attendance of 81%.
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.
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.
The FIBRA has a regulatory framework and internal policies that determine how Technical Committee members may acquire, maintain and administer their own equity position in the trust. These guidelines ensure transparent stock ownership, encourage the alignment of interests between Technical Committee members and investors, and provide mechanisms to avoid conflicts of interest.
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Technical Committee
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| MEMBER | INDEPENDENCE | TENURE ON TECHNICAL COMMITTEE (YEARS) | NUMBER OF INDIVIDUAL BOARD MEMBERSHIPS* | DATE LAST REELECTED |
|---|---|---|---|---|
| David Daniel Kabbaz Chiver (Chairperson of the Technical Committee) |
No | 11 | March 31, 2025 | |
| Salvador Daniel Kabbaz Zaga (Vice Chairperson of the Technical Committee and CEO) |
No | 11 | March 31, 2025 | |
| David Daniel Kabbaz Cherem | No | 1 | March 31, 2025 | |
| Luis Moussali Mizrahi | No | 11 | 1 | March 31, 2025 |
| Isaac Becherano Chiprut | No | 11 | 2 | March 31, 2025 |
| Blanca Estela Canela Talancón (Executive Director of Administradora Fibra Danhos) |
No | 4 | 1 | March 31, 2025 |
| Lino de Prado Sampedro | No | 11 | 3 | March 31, 2025 |
| Adolfo Kalach Romano | No | 11 | March 31, 2025 | |
| Francisco Gil Díaz | Yes | 11 | 1 | March 31, 2025 |
| José Antonio Chedraui Obeso | Yes | 11 | 3 | March 31, 2025 |
| Pilar María Aguilar Pariente | Yes | 11 | 3 | March 31, 2025 |
| Pedro Carlos Aspe Armella | Yes | 1 | March 31, 2025 |
- Number of individual board memberships excluding Grupo Danhos. Fibra Danhos places no restriction on the number of individual board memberships its non-executive or independent members may hold.
Independence
The Technical Committee has twelve members, four of them independent. An independent member is one who has no relationship with the member trustors who contributed the trust’s properties, or with any parties related to them. The election of independent members is ratified by majority vote at the annual meeting of the CBFI holders, upon proposal of the Nominating Committee. The independence requirements for the Technical Committee in Fibra Danhos can be consulted in our Technical Committee independence and diversity policy.
Diversity
One of the Technical Committee’s goals is to provide the right mix of skills, knowledge, experience, independence and diversity among its members to ensure that it can fulfill its responsibilities. The mix of Technical Committee members should facilitate efficient discussion and decision making. For this reason, our Technical Committee is aligned with diversity criteria that follow best international governance practices. These can be viewed in our Technical Committee independence and diversity policy.
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Experience
Our Technical Committee is comprised of professionals with extensive experience in a variety of sectors, including financial, consumer discretionary, real estate, industrial, consumer staples, information technology, energy, risk management and public service. Specifically in the real estate industry, our members have an average of 29 years of experience in the development, administration, operation and marketing of retail and office properties.
This extensive experience favors a comprehensive approach to decision-making that fosters greater trust and credibility with our stakeholders.
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| NUMBER OF MEMBERS WITH EXPERIENCE | ||
|---|---|---|
| ESG |
|
12 |
| Leadership |
|
12 |
| Real estate investment, fund management and development |
|
12 |
| Finance and accounting |
|
10 |
| Strategy |
|
10 |
| People, compensation and culture |
|
9 |
| Risk management and compliance |
|
8 |
| Transformation, innovation and technology |
|
7 |
| Cybersecurity |
|
3 |
| Occupational health and safety |
|
3 |
For more information about the work experience of each Technical Committee, click here.
