Report of Foreign Issuer (6-k)
June 30 2016 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2016
Commission File Number
1-12260
COCA-COLA FEMSA, S.A.B. de C.V.
(Translation of registrant’s name into English)
(Jurisdiction of incorporation or organization)
Mario Pani No. 100
Col. Santa Fe Cuajimalpa
Delegación Cuajimalpa
México, D.F. 03348
México
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
X
Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
Yes
No
X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)
Yes
No
X
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
No
X
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-__.
Report on the level of adherence to the
Code of Best Corporate Practices
by
Coca-Cola FEMSA, S.A.B. de C.V.
(hereinafter referred as well to as the “
company
”)
for the fiscal year ended
December 31, 2015
in compliance with the provisions
of article 4.033.00, section XI of the Internal Regulations
of the Mexican Stock Exchange (
Reglamento Interior
de la Bolsa Mexicana de Valores, S.A.B. de C.V.
)
6.
Shareholders’ Meetings
6.1 Information and Agenda of the Shareholders’ Meeting.
|
Yes
|
No
|
Comments
|
1.
In the Agenda you do not include matters related with different subjects? (Best Practice 1)
|
X
|
|
|
2.
In the Agenda you do not include an item of “Miscellaneous Matters”? (Best Practice1)
|
X
|
|
|
3.
The information with respect to each item in the Agenda is available at least with 15 calendar days in advance? (Best Practice 2)
|
X
|
|
|
4.
Is there a form containing the detailed information and possible voting alternatives in which the shareholders may provide instructions to their proxies with respect to the direction in which they shall exercise their corresponding voting rights in the Shareholders’ Meeting? (Best Practice 3)
|
X
|
|
|
5.
In the information made available to the shareholders:
|
|
|
|
a)
The proposal of members of the Board of Directors is included? (Best Practice 4)
|
X
|
|
|
b)
The curriculum of the proposed members with enough information to evaluate their classification and in its case independency is included? (Best Practice 4)
|
X
|
|
|
6.2 Information and Communication between the Board of Directors and Shareholders.
|
Yes
|
No
|
Comments
|
6.
The Board of Directors, in its “Annual Report to the Shareholders’ Meeting”, includes relevant aspects of the duties of the intermediate bodies or committees that perform the role of? (Best Practice 5):
|
|
|
|
a)
Audit***.
|
X
|
|
|
b)
Evaluation and compensation.
|
X
|
|
It is carried out by the Corporate Practices Committee.
|
1
|
c)
Finance and planning.
|
X
|
|
|
d)
Corporate Practices***.
|
X
|
|
|
e)
Other
(describe).
|
|
|
N/A
|
7.
The reports by each intermediate body or committee
submitted to the Board are made available to the shareholders together
with the materials for the Shareholders’ Meeting, except for confidential
information? (Best Practice 5)
|
X
|
|
Pursuant to article 28, section IV of the Mexican
Securities Market Law, the Board of Directors shall submit to the
shareholders at the end of each fiscal year, the reports that the Audit
and Corporate Practices Committees submit to the Board.
|
8.
The
“Annual Report” submitted to the Shareholders’ Meeting includes the names
of the members of each intermediate body? (Best Practice 5)
|
X
|
|
|
9.
The company has the necessary communication
mechanisms to allow the shareholders and investors to be properly
informed? (Best Practice 6). If yes, please specify the mechanisms and if
no, please explain why.
|
X
|
|
|
a)
Specify and/or
Explain
|
The company has an
investor relations department that directly reports to the finance
department of the company. In addition to the periodical financial
information, news and press releases that the company announces to the
public investors through the website of the Mexican Stock Exchange, the
company’s website
(
www.coca-colafemsa.com) in
the investor relations section, has available the financial information,
press releases and presentations prepared for the investors to keep them
informed about the business and financial condition of the
company.
|
*** Mandatory task for publicly traded companies, which
may be performed in a shared manner with other functions or in a single
committee.
2
7.
Board of
Directors
7.1
Duties of the Board of Directors.
|
Yes
|
No
|
Comments
|
10.
The Board of
Directors performs the following duties? (Best Practice 7)
|
|
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a)
Establishes the strategic vision.
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X
|
|
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b)
Supervises the operation of the
company.
|
X
|
|
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c)
Approves the business operation
|
X
|
|
|
d)
Appoints the chief executive officer and relevant
officers of the company.
|
X
|
|
Appoints the
Chief Executive Officer and establishes the guidelines for the election of
the relevant officers of the company.
|
e)
Evaluates and approves the performance of the chief
executive officer and relevant officers of the company.
|
X
|
|
|
f)
Verifies that all shareholders:
|
|
|
|
i.
Are treated equally.
|
X
|
|
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ii.
Their interests are protected.
|
X
|
|
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iii.
Have access to the information of the
company.
|
X
|
|
|
g)
Ensures value creation for the shareholders, as well
as sustainability and continuity of the company.
|
X
|
|
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h)
Promotes:
|
|
|
|
i.
The responsible release of
information.
|
X
|
|
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3
|
i.
The responsible release of
information.
|
X
|
|
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ii.
The responsible disclosure of
information.
|
X
|
|
|
iii.
The ethical management of the
business.
|
X
|
|
|
i)
Promotes the management transparency.
|
X
|
|
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j)
Promotes the establishment of internal control
mechanisms.
|
X
|
|
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k)
Promotes the establishment of mechanisms to ensure
the quality of the information.
|
X
|
|
|
l)
Establishes policies for related party
transactions.
|
X
|
|
|
m)
Approves
transactions with related parties.
|
X
|
|
|
n)
Ensures the establishment of mechanisms
for:
|
|
|
|
i.
Risk identification;
|
X
|
|
For this role, the Board of
Directors relies on the Audit and Finance and Planning
Committees.
|
ii.
Risk analysis;
|
X
|
|
|
iii.
Risk management;
|
X
|
|
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iv.
Risk control;
|
X
|
|
|
v.
Adequate risk disclosure.
|
X
|
|
|
o)
Promotes the establishment of a succession plan
for:
|
|
|
|
i.
The chief executive officer;
|
X
|
|
|
ii.
The relevant officers.
|
X
|
|
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4
|
p)
Promotes that the company be socially responsible.
The way(s) in which the company is socially responsible is(are):
|
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The company has a
sustainability strategy based on the positive transformation of the
environment through a continuous and simultaneous creation of economic,
social and environmental value, based on a comprehensive strategy focused
on three areas: our people, our community and our planet. This is the
reason why the company has been recognized by the Mexican Stock Exchange
and is part of the “Sustainability and Social Responsibility Index”, by
CEMEFI as Socially Responsible Company and in September 2015, was selected
for the third year as part of the Dow Jones Sustainability Index. Also, in
January 2015 the company received the “Industry Mover” award as part of
the RobecoSAM’s 2015 Sustainability Yearbook and in December 2015,
Euronext Vigeo – Emerging 70
included the company in its index of companies with the best
environmental, social and corporate governance performance in emerging
markets. For more information on the company’s sustainability strategy:
https://www.coca-colafemsa.com/index.html
|
i.
Actions with the community;
|
X
|
|
The company is committed to
develop the communities where it operates and through its sustainability
strategy leads actions focused to the fostering of healthy lifestyles,
community development and responsible management of its value chain. For
more information of the actions of the company in the communities where it
operates you may consult our Sustainability Report at:
https://www.coca-colafemsa.com/index.html
|
ii.
Changes in mission and vision;
|
X
|
|
|
5
|
ii.
Changes in mission and
vision;
|
X
|
|
|
iii.
Changes in the company’s business
strategy;
|
X
|
|
|
iv.
Consideration of third parties
involved;
|
X
|
|
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v.
Other:
|
N/A
|
q)
Promotes that the company states its business
ethical principles. The way(s) in which the Company promotes its ethical
principles is(are):
|
|
|
|
i.
Code of Ethics.
|
X
|
|
The Code of Business Conduct
and Ethics of the company, available in Spanish, English and Portuguese
for 100% of the employees through the company Intranet and the Internet,
establishes the basic criteria to regulate the conduct of all persons that
work in the company taking into account the mission, vision and values of
the company, as well as the respect for human rights.
|
ii.
Promotion and application of the Code internally and
externally.
|
X
|
|
|
iii.
Whistleblower mechanism of violations to the
Code.
|
X
|
|
|
iv.
Protection mechanism for the
informants.
|
X
|
|
|
v.
Others:
|
N/A
|
r)
Promotes that the company considers the third
parties involved in the decision making. The way(s) in which the company
considers the third parties involved in the decision making
is(are):
|
|
|
|
i.
Responsible management of the
business;
|
X
|
|
The company
considers the interests of different groups (employees and their families,
suppliers, communities, customers and consumers, authorities and business
associations, unions, shareholders and investors, civil society
organizations, media and educational institutions) for the decision making
through different communication channels.
Taking into
account the comments or proposals made by our interest groups we developed
initiatives that help improve our relationship. The information that we
include in our Sustainability Report seeks to respond to the concerns of
the different groups in a more complete way. Among the most important
subjects mentioned during 2015 were the environmental performance, the
composition of the beverages’ portfolio and our initiatives to foster
healthy lifestyles. In addition, we actively promote exercise, proper
nutrition and healthy habits to promote an energetic balance,
demonstrating our commitment to encourage physical activity among the
consumers. In general, more than 550,000 people benefited from company’s
social programs and 6.1 million people through physical activity events
where the company had brand presence during
2015.
|
6
|
ii.
Sustainability programs;
|
X
|
|
The company carried out
programs based on its Sustainability Strategy and considering its relevant
interest groups. For more information on these programs:
https://www.coca-colafemsa.com/index.html
|
iii.
Others:
|
N/A
|
s)
Promotes the disclosure of violations to the Code of
Ethics and the protection of the informants. The way(s) in which the
company promotes the disclosure of illegal actions and the protection of
the informants (is)are:
|
|
|
|
i.
Promotion of the Code of Ethics;
|
X
|
|
The Code of Business Conduct
and Ethics of the company is available in Spanish, English and Portuguese
for 100% of its employees through Intranet of the company and the
Internet.
|
ii.
Special telephone number and/or
website;
|
X
|
|
The company has a system
known as DILO (whistleblower), a formal and permanent mechanism, known by
100% of the employees of the company that brings an open communication
space to inform any conduct or practice that is not aligned with the
provisions of the Code of Ethics.
|
iii.
Other:
|
N/A
|
t)
Verifies that the company has the necessary
mechanisms that allow confirming the compliance of the different
applicable legal provisions?
|
X
|
|
|
11.
For
the purpose of having transparent authorities and responsibilities, the
activities of senior management are separated from those of the Board of
Directors? (Best Practice 8)
|
X
|
|
|
7.2
Composition of the Board of Directors.
|
Yes
|
No
|
Comments
|
12.
How
many directors comprise the Board of Directors? (Best Practice 9, Mexican
Securities Market Law) ***
|
21
|
The Board of
Directors of the company is comprised by 21 directors, of which 13 are
directors appointed by Series “A” shares, 5 by Series “D” shares and 3 by
Series “L” shares.
|
a)
Of
these, how many are women
|
3
|
|
13.
If
applicable, how many alternate directors comprise the Board of Directors?
(Best Practice 10)
|
20
|
|
a)
Of
these, how many are women
|
4
|
|
14.
If alternate
directors, please indicate:
|
|
|
|
7
|
14.
If alternate
directors, please indicate:
|
|
|
|
a)
Each
proprietary director suggests who should be appointed as its alternate
director? (Best Practice 10)
|
X
|
|
|
b)
Each
independent proprietary director has an alternate director who is also
independent? (Best Practice 12)
|
X
|
|
Except for one
proprietary independent director that does not have alternate.
|
15.
Is
there a communication process established between the proprietary
directors and its alternates that allows them to have an effective
participation? (Best Practice 10)
|
X
|
|
|
16.
The
independent directors upon appointment deliver to the Chairman of the
Shareholders’ Meeting a Statement of compliance with the requirements of
independence (Best Practice 11)
|
X
|
|
|
17.
The
independent directors represent at least 25% of all the directors? (Best
Practice 12)
|
X
|
|
|
18.
From
the total of the proprietary members of the Board of Directors, how many
are (Best Practices 12):
|
|
There
are 10 proprietary directors that cannot be classified within the proposed
classification of the Code of Best Corporate Practices, since they are not
equity directors (do not own shares of the company), they are not related
directors (are not officers of the company) and they are not independent
(the Shareholders’ Meeting does not qualified them as
such).
|
a)
Independent.
(Director who
complies with the statutory independence requirements).
|
8
|
|
b)
Equity.
(Shareholders
that are part of the controlling group, but not part of the
management).
|
2
|
|
c)
Equity
independent.
(Shareholders without significant influence neither
control power, and who are not part of the management of the
company).
|
0
|
|
d)
Related.
(Director who is
only an officer of the company).
|
0
|
|
e)
Equity
Related.
(Shareholders who are also officers of the
company)
|
1
|
|
8
|
19.
The
independent and equity directors, as a whole, constitute at least 60% of
the Board of Directors? (Best Practice 13)
|
|
X
|
|
20.
The
“Annual Report to the Shareholders’ Meeting” submitted to the Board of
Directors classifies each director? (Best Practice 14)
|
|
X
|
It only
classifies the independent directors
|
21.
The
Annual Report presented by the Board of Directors specifies?: (Best
Practice 14)
|
|
a)
The
classification of each director.
|
|
X
|
It
only classifies the independent directors
|
b)
The
business experience of each director.
|
X
|
|
|
***: Publicly traded companies cannot
have more than 21 directors.
|
7.3
Board of Directors’ Structure.
For the
compliance of its duties, the Board of Directors may create one or more
committees to support it. On each of the following duties, in comments you
should indicate the body that executes it or, if applicable, explain why
is it not executed (Best Practice 15)
|
Yes
|
No
|
Comments
|
22.
In
order to make more informed decisions, indicate if the following duties
are executed by the Board of Directors (Best Practice 16):
|
|
a)
Audit***.
|
X
|
|
The audit
committee is responsible of reviewing the accuracy and integrity of
quarterly and annual financial statements in accordance with accounting,
internal control and auditing requirements. The Audit Committee is
directly responsible for the appointment, compensation, retention and
oversight of the independent auditor, who reports directly to the Audit
Committee; the internal auditing function also reports to the Audit
Committee. The Audit Committee has implemented procedures for receiving,
retaining and addressing complaints regarding accounting, internal control
and auditing matters, including the submission of confidential, anonymous
complaints from employees regarding questionable accounting or auditing
matters. To carry out its duties, the Audit Committee may hire independent
counsel and other advisors. As necessary, the company compensates the
independent auditor and any outside advisor hired by the Audit Committee
and provides funding for ordinary administrative expenses incurred by the
Audit Committee in the course of its duties.
|
|
|
|
|
|
9
|
b)
Evaluation and Compensation.
|
X
|
|
The Corporate
Practices Committee carries out the duties that formerly executed the
evaluation and compensation committee.
|
c)
Finance and Planning.
|
X
|
|
The Finance and
Planning Committee works with management to set our annual and long-term
strategic and financial plans and monitors adherence to these plans. It is
responsible for setting our optimal capital structure and recommends the
appropriate level of borrowing as well as the issuance of securities.
Financial risk management is another responsibility of the Finance and
Planning Committee.
|
d)
Corporate Practices***
|
X
|
|
The Corporate
Practices Committee, which consists exclusively of independent directors,
is responsible for preventing or reducing the risk of performing
operations that could harm the value of
the
company or that
benefit a particular group of shareholders. The committee may call a
shareholders meeting and include matters on the agenda for that meeting
that it deems appropriate, approve policies for related party
transactions, approve the compensation plan of the chief executive officer
and relevant officers, and support the board of directors in the
elaboration of related reports.
|
10
|
e)
Others. (describe)
|
|
|
N/A
|
23.
Indicate which committee executes each of the
following tasks
|
|
|
|
a)
Audit***
|
Audit
Committee
|
b)
Evaluation and Compensation.
|
Corporate
Practices Committee
|
c)
Finance and Planning.
|
Finance and
Planning Committee
|
d)
Corporate Practices***
|
Corporate
Practices Committee
|
e)
Others. (describe in Comments)
|
N/A
|
24.
Indicate the number of proprietary directors that
comprise each of the intermediate bodies (Best Practice 16)
|
|
Audit***
|
4
|
Evaluation and
Compensation.
|
2
|
Finance and
Planning.
|
5
|
Corporate
Practices***
|
2
|
Other.
(describe)
|
N/A
|
25.
Indicate the number of independent proprietary
directors that comprised each of the intermediate bodies (Best Practice
16)
|
|
Audit***
|
4
|
11
|
Evaluation and
Compensation.
|
2
|
Finance and
Planning.
|
1
|
Corporate
Practices***
|
2
|
Others. (describe
in Comments)
|
N/A
|
26.
How
frequently these intermediate bodies inform their activities to the Board
of Directors? (Best Practice 16)
|
|
|
a)
Audit***
|
Quarterly
|
|
b)
Evaluation and Compensation.
|
Other
|
N/A
|
c)
Finance and Planning.
|
Quarterly
|
|
d)
Corporate Practices***
|
Quarterly
|
|
e)
Others. (describe)
|
|
27.
The
chairman of each intermediate body calls the officers of the company to
its meetings whose responsibilities are related to the duties of the
intermediate body? (Best Practice 16)
|
X
|
|
|
28.
All of
the independent directors participate in any of the intermediate bodies?
(Best Practice 16)
|
|
X
|
|
29.
If the
answer to the above question was negative, explain why.
|
The intermediate
bodies have a maximum number of members to ensure a good performance and
decision making therefore the company has considered integrating such
committees with persons that have more knowledge and experience in each
one of the related subjects.
|
30.
The
intermediate body in charge of the audit is chaired by an independent
director who has knowledge and experience in financial and accounting
aspects? (Best Practice 16)
|
X
|
|
José
Manuel Canal Hernando is the chairman of the Audit Committee and has a
degree in Accounting from the Universidad Nacional
Autónoma
de México and is
licensed as a Certified Public Accountant and has vast experience in
accounting and audit issues.
|
12
|
31.
If the answer
to the above question was negative, explain why.
|
|
*** Mandatory task for
publicly traded companies, which may be performed together with other
functions or in a single committee
.
|
7.4 Operation of
the Board of Directors.
|
Yes
|
No
|
Comments
|
32.
How
many meetings the Board of Directors have during each fiscal year? (Best
Practice 17)
|
4
|
4 Minimum
|
33.
If the
answer to the above question was less than 4, explain why:
|
|
|
|
a)
The
information is not provided on time.
|
|
|
|
b)
It is
customary.
|
|
|
c)
It is
not given the importance.
|
|
|
|
d)
Others
(describe):
|
|
34.
Are
there any provisions by which with the agreement of 25% of the directors
or the Chairman of any intermediate body a Board meeting may be called?
(Best Practice 18)
|
X
|
|
|
35.
If the
answer to the above question was affirmative, please describe such
provisions.
|
Article 27 of the
Mexican Securities Market Law and article 27 of our bylaws establish that,
among others, the Chairman of the Corporate Practices Committee, Audit
Committee or 25% of the directors may call a Board
meeting.
|
36.
With
how many days in advance do the members of the board have access to the
information that is relevant and necessary for the decision making, in
accordance with the Agenda? (Best Practice 17)
|
5
|
With at least 5
business days in advance.
|
13
|
37.
Is
there a mechanism that ensures that directors may evaluate matters that
require confidentiality? Even if they do not receive the necessary
information with at least 5 business days prior to the meeting as provided
by the Code for non-confidential matters (Best Practice 19)
|
X
|
|
|
38.
If the
answer to the above question is affirmative, select which (is) are the
mechanism(s)?
|
|
|
a)
By
telephone.
|
X
|
|
The
proprietary directors may request all the information necessary to be able
to discuss, evaluate and make decisions during the meeting, or to the
contrary, have the right to postpone up to three days the meetings in case
they were not sufficiently informed, pursuant to article 30 of the Mexican
Securities Market Law.
|
b)
By
e-mail.
|
X
|
|
c)
By
Internet.
|
|
|
|
d)
By
printed document.
|
|
|
|
e)
Others
(describe):
|
|
39.
New
directors are provided with the necessary information in order for them to
be up to date on the matters of the company and they may fulfill their new
responsibility? (Best Practice 20)
|
X
|
|
The new director
receives complete information on the status of the company, annual reports
from previous years and meetings are scheduled for such director with the
relevant officers, whom explain the status of the company in more detail
and respond to any question the incoming director has.
|
|
|
|
|
|
14
7.5 Duties of the
Directors.
|
Yes
|
No
|
Comments
|
40.
Each
member of the Board is given the necessary information with respect to the
obligations, responsibilities and rights that imply to be member of the
Board of Directors of the company? (Best Practice 21)
|
X
|
|
|
41.
Directors inform to the Chairman and the other
members of the Board of Directors any situation where it exists or that
may result in a conflict of interest, abstaining from participating in the
corresponding discussions? (Best Practice 22)
|
X
|
|
|
42.
Directors use the company’s assets or services only
for the performance of its corporate purpose? (Best Practice
22)
|
X
|
|
|
43.
If
applicable, clear policies are defined for when directors exceptionally
use the company’s assets for personal matters? (Best Practice
22)
|
X
|
|
|
44.
Directors invest the necessary time and attention to
their duties by attending at least 70% of the meetings to which they are
called? (Best Practice 22)
|
X
|
|
|
45.
Is
there a mechanism that ensures that the directors maintain absolute
confidentiality about all the information they receive in the performance
of their duties, especially with respect to their own participation and
the participation of the other directors, in the discussions that take
place in the Board meetings? (Best Practice 22)
|
X
|
|
|
46.
If the
answer to the above question is affirmative, explain such
mechanism:
|
|
a)
Confidentiality agreement.
|
X
|
|
The
secretary of the Board of Directors periodically reminds the directors of
the scope of their confidentiality obligation.
|
b)
Exercise of its fiduciary duties.
|
|
|
|
c)
Others
(describe):
|
|
47.
Proprietary directors and, if applicable, their
respective alternate directors, keep each other informed about the matters
discussed in the meetings of the Board of Directors in which they
participate? (Best Practice 22)
|
X
|
|
|
|
|
|
|
15
|
48.
Proprietary directors and, if applicable, their
respective alternate directors, assist the Board of Directors with
opinions and recommendations resulting from the analysis of the
performance of the company; in order for the decisions to be taken are
properly substantiated? (Best Practice 22)
|
X
|
|
|
49.
Is
there a performance assessment and compliance of responsibilities and
fiduciary duties mechanism for directors? (Best Practice 22)
|
X
|
|
|
|
|
|
|
8.
Audit Committee’s
Duties.
8.1 General
Duties.
|
Yes
|
No
|
Comments
|
50.
The
intermediate body that is responsible for the audit executes the following
tasks? (Best Practice 23)
|
|
a)
Recommends to the Board of Directors:
|
|
i.
The candidates for external auditors of the
company.
|
X
|
|
|
ii.
The hiring conditions.
|
X
|
|
|
iii.
The scope of their professional
services.
|
X
|
|
|
b)
Recommends to the Board of Directors the approval of
the additional services to external audit.
|
X
|
|
|
c)
Supervises the compliance of the professional
services of the external auditors.
|
X
|
|
|
d)
Evaluates the performance of the company that
provides the services of external audit.
|
X
|
|
|
16
|
e)
Analyses the opinions or reports prepared by the
external auditor, such as:
|
|
|
|
i.
Rulings.
|
X
|
|
|
ii.
Opinions.
|
X
|
|
|
iii.
Reports.
|
X
|
|
|
iv.
Statements.
|
X
|
|
|
f)
Meets
at least once a year with the external auditor without the attendance of
officers of the company.
|
X
|
|
|
g)
It is
the channel of communication between the Board of Directors and the
external auditors.
|
X
|
|
|
h)
Ensures the independence and impartiality of the
external auditors.
|
X
|
|
|
i)
Reviews
|
|
i.
Work plan.
|
X
|
|
|
ii.
Letters with any comments or
requirements.
|
X
|
|
|
iii.
Internal control reports.
|
X
|
|
|
j)
Meets periodically with the internal auditors,
without the attendance of the officers of the company, to know
about:
|
|
i.
Work plan.
|
X
|
|
|
ii.
Comments and observations to the work in
progress.
|
X
|
|
|
iii.
Others:
|
|
17
|
k)
Provides its opinion to the Board of Directors about
the policies and criteria used in the preparation of the financial
information, as well as the issuance process.
|
X
|
|
|
l)
Contributes to the definition of the general
guidelines of internal control and internal audit and evaluates its
effectiveness.
|
X
|
|
|
m)
Verifies the
compliance of the mechanisms established for risk control to which the
company is subject.
|
X
|
|
|
n)
Coordinates the tasks of the external and internal
auditors and the statutory examiner.
|
X
|
|
|
o)
Verifies that the company has the necessary
mechanisms that allow complying with the different provisions to which it
is subject.
|
X
|
|
|
p)
The
frequency with which the company conducts a review to inform the Board of
Directors about the legal situation of the same.
|
|
Semiannual
|
q)
Contributes to the
establishment of policies for related party transactions
.
***
|
X
|
|
|
r)
Analyses and evaluates the operations with related
parties to recommend the approval to the Board of Directors.
***
|
X
|
|
|
s)
Decides the employment of third party experts to
provide their opinion with respect to related party transactions or any
other matter, which allows the adequate performance of its
duties.***
|
X
|
|
|
t)
Verifies the compliance of the Code
of
Ethics.
|
X
|
|
|
u)
Verifies the
compliance of the disclosure mechanism of illegal acts and protection of
whistle blowers
.
|
X
|
|
|
v)
Supports the Board of Directors in the analysis of
the contingency plans and information recovery.
|
X
|
|
|
|
|
|
|
Note ***: Publicly traded companies carry out
these recommendations through their Corporate Practices Committee.
18
8.2 Election of
Auditors.
|
Yes
|
No
|
Comments
|
51.
It
abstains from engaging firms in which the fees for the external audit and
other additional services rendered to the company, represent a percentage
more than or equal to 10% of their total income? (Best Practice
24)
|
X
|
|
|
52.
Rotation:
|
|
|
|
a) Is
there a rotation of the partner who audits the financial statements at
least once every 5 years? (Best Practice 25)
|
X
|
|
b) Is
there a rotation of the work team who audits the financial statements at
least once every 5 years? (Best Practice 25)
|
X
|
|
53.
The
person who signs the audit report of the company’s annual financial
statements is different from the one who acts as statutory examiner? (Best
Practice 26) ***
|
|
X
|
N/A
|
54.
The
profile of the statutory examiner is disclosed in the annual report
submitted to the Shareholders’ Meeting by the Board of Directors? (Best
Practice 27) ***
|
|
X
|
N/A
|
8.3 Financial
Information.
|
Yes
|
No
|
Comments
|
55.
With
its opinion, the intermediate body in charge of the audit supports the
Board of Directors so that the Board takes decisions with reliable
financial information? (Best Practice 28)
|
X
|
|
|
56.
Such
financial information, is executed by: (Best Practice 28)
|
|
a)
The
Chief Executive Officer.
|
X
|
|
|
b)
The
officer responsible of its preparation.
|
X
|
|
|
57.
The
company has an internal audit department? (Best Practice 29)
|
X
|
|
Certain services
of internal audit are provided by a company member of our business group
(as defined in the Mexican Securities Market Law).
|
19
|
57.
The
company has an internal audit department? (Best Practice 29)
|
X
|
|
Certain services
of internal audit are provided by a company member of our business group
(as defined in the Mexican Securities Market Law).
|
58.
If the
previous answer is affirmative, please indicate whether its general
guidelines and work plans are approved by the Board of Directors. (Best
Practice 29)
|
X
|
|
|
59.
The
intermediate body in charge of the audit, previously provides its opinion
to the Board of Directors for the approval of the accounting policies and
criteria used in the preparation of the financial information of the
company? (Best Practice 30)
|
X
|
|
|
60.
The
intermediate body in charge of the audit provides its opinion to the Board
of Directors for the approval of the changes made to the accounting
policies and criteria used in the preparation of the financial information
of the company? (Best Practice 31)
|
X
|
|
|
61.
The
Board of Directors approves, with a previous opinion of the audit
committee, the necessary mechanisms to ensure the quality of the financial
information that is presented to it? (Best Practice 32)
|
X
|
|
|
62.
In the
event the financial information corresponds to intermediate periods during
the fiscal year, the audit committee supervises that it is made with the
same policies, criteria and practices with which the annual information is
prepared? (Best Practice 32)
|
X
|
|
|
20
8.4 Internal
Control.
|
Yes
|
No
|
Comments
|
63.
The
general guidelines of internal control and, if applicable, the review to
such guidelines are submitted for the approval of the Board of Directors,
with the prior opinion of the intermediate body in charge of the audit?
(Best Practice 33)
|
X
|
|
|
64.
The
Board of Directors is supported to? (Best Practice 34)
|
|
a)
Ensure
the effectiveness of the internal control.
|
X
|
|
Representatives
of the internal audit department work together with the audit committee
and the external auditors to analyze the effectiveness of the control
system. Periodically reports are prepared and sent to the members of the
audit committee in advance, prior to its meetings.
|
b)
Ensure
the process of issuance of the financial information.
|
X
|
|
|
65.
The internal and
external auditors: (Best Practice 35)
|
|
a)
Evaluate, according to their normal work plan, the
effectiveness of the internal control, as well as the process of issuance
of the financial information?
|
X
|
|
|
b)
Are
the results included in the reporting letters informed and reviewed with
them?
|
X
|
|
|
21
8.5 Related
Parties.
|
Yes
|
No
|
Comments
|
66.
The
intermediate body in charge of the audit supports the Board of Directors
in? (Best Practice 36) ***
|
|
|
|
a)
The
establishment of policies for transactions with related
parties.
|
X
|
|
|
b)
The
analysis of the approval process of the transactions with related parties.
|
X
|
|
|
c)
The
analysis of engagement conditions for transactions with related
parties.
|
X
|
|
|
67.
The
intermediate body in charge of the audit assists the Board of Directors in
the analysis of the proposals to carry out transactions with related
parties outside of the company’s ordinary course of business? (Best
Practice 37) ***
|
X
|
|
|
68.
The
transactions with related parties outside of the ordinary course of
business that may represent more than 10 per cent of the consolidated
assets of the company are submitted for approval to the Shareholders’
Meeting? (Best Practice 37) ***
|
X
|
|
|
Note ***:
Publicly traded companies carry out these recommendations through its
Corporate Practices Committee.
|
|
|
|
8.6 Review of
compliance of provisions.
|
Yes
|
No
|
Comments
|
69.
The
intermediate body in charge of the audit makes sure of the existence of
mechanisms that allow determining if the company properly complies with
the applicable legal provisions? (Best Practice 38)
|
X
|
|
|
70.
If the
answer to the above question is affirmative, describe those
mechanisms.
|
|
a)
Due
diligence.
|
|
|
|
b)
Reports of pending legal matters.
|
X
|
|
c)
Others
(describe):
|
|
71.
At
least once a year, a review of the legal situation of the company is
conducted and informed to the Board of Directors? (Best Practice 38)
|
X
|
|
|
22
9.
Evaluation and
Compensation’s Duties.
9.1 General
Duties.
|
Yes
|
No
|
Comments
|
72.
The
intermediate body in charge of the evaluation and compensation duties
submits to the Board of Directors, for its approval, the following? (Best
Practice 39)
|
|
|
|
a)
The criteria to
appoint or remove the Chief Executive Officer and the relevant officers of
the company. ***
|
X
|
|
|
b)
The criteria for
the evaluation and compensation of the Chief Executive Officer and the
relevant officers of the company. ***
|
X
|
|
|
c)
The criteria
to
determine the severance payment for
the Chief
Executive Officer and the relevant officers of the company.
|
X
|
|
|
d)
The criteria for the
compensation of the directors
.
|
X
|
|
|
e)
The proposal made
by the Chief Executive Officer about the structure and criteria for the
compensation of the company’s personnel.
|
X
|
|
|
f)
The
proposal to declare the company as socially responsible.
|
X
|
|
|
g)
The
Code of Business
Conduct and Ethics
of the company.
|
X
|
|
This duty is
executed by the Audit Committee
|
h)
The information
system for illegal acts and protection of the informants.
|
X
|
|
This duty is
executed by the Audit Committee
|
i)
The
formal succession plan for the Chief Executive Officer and relevant
officers, and verifies its compliance.
|
X
|
|
|
73.
The
Chief Executive Officer and relevant officers abstain from participating
in the discussions of the matters mentioned in question 72, a), b) and c)
with the purpose of preventing a possible conflict of interest? (Best
Practice 40)
|
X
|
|
|
Note ***: Publicly
traded companies carry out these recommendations through its Corporate Practices
Committee.
23
9.2 Operational Matters.
|
Yes
|
No
|
Comments
|
74.
In determining the compensation of the Chief Executive Officer and the relevant officers matters related to their duties, scope of their goals and evaluation of their performance are considered? (Best Practice 41)
|
X
|
|
|
75.
In the annual report submitted by the Board of Directors to the Shareholders’ Meeting, the policies used and the items that form part of the compensation package of the Chief Executive Officer and relevant officers of the company are disclosed? (Best Practice 42)
|
X
|
|
|
76.
The intermediate body in charge of the evaluation and compensation duties supports the Board of Directors in previously reviewing the employment conditions of the Chief Executive Officer and relevant officers, in order to assure that their contingent severance payments are aligned with the guidelines approved by the Board of Directors? (Best Practice 43)
|
X
|
|
|
77.
In order to ensure a stable succession process, the company has a formal succession plan for the Chief Executive Officer and relevant officers of the same? (Best Practice 44)
|
X
|
|
|
78.
If the answer to the above question is negative, explain why or select one of the following reasons:
|
|
a)
The Company was recently incorporated.
|
|
|
|
b)
The officers are young.
|
|
|
c)
The officers were recently hired.
|
|
|
d)
Not an important matter.
|
|
|
e)
Others: (describe)
|
|
|
|
|
|
|
|
24
10.
Finance and Planning’s Duties.
10.1 General Duties.
|
Yes
|
No
|
Comments
|
79.
The intermediate body in charge of the finance and planning duties executes the following tasks? (Best Practice 45)
|
|
|
|
a)
Studies and proposes to the Board of Directors the company’s strategic vision to ensure its sustainability and continuity.
|
X
|
|
|
b)
Analyzes and proposes general guidelines for the determination and monitoring of the company’s strategic plan.
|
X
|
|
|
c)
Evaluates and provides an opinion with respect to the company’s investment and finance policies proposed by the management.
|
X
|
|
|
d)
Provides an opinion with respect to the assumptions of the annual budget and follows up its execution, as well as its control system. (Best Practice 49)
|
X
|
|
|
e)
Evaluates the mechanisms presented by the senior management for the identification, analysis, management and risk control to which the company is subject. (Best Practice 50)
|
X
|
|
|
f)
Evaluates the criteria presented by the Chief Executive Officer for the risk disclosure to which the company is subject. (Best Practice 50)
|
X
|
|
|
10.2 Operational Matters.
|
Yes
|
No
|
Comments
|
80.
The intermediate body in charge of finance and planning duties assists the Board of Directors so that a session is addressed to define or update the long-term vision of company?: (Best Practice 46)
|
X
|
|
|
81.
The intermediate body in charge of finance and planning duties supports the Board of Directors in reviewing the strategic plan submitted by the senior management for approval? (Best Practice 47)
|
X
|
|
|
82.
The intermediate body in charge of finance and planning duties supports the Board of Directors in the analysis of the policies submitted by the Chief Executive Officer for its regarding approval? (Best Practice 48)
|
|
|
|
a)
The management of the treasury department.
|
X
|
|
|
b)
The execution of financial derivative instruments.
|
X
|
|
|
c)
Capital expenditures.
|
X
|
|
|
d)
New liabilities.
|
X
|
|
|
83.
Regarding the previous question the intermediate body in charge of finance and planning duties ensures that such matters are aligned with the strategic plan and that such correspond to the ordinary course of business of the company? (Best Practice 48)
|
X
|
|
|
84.
The Chief Executive Officer submits to the Board of Directors in each meeting a report on the situation of each of the identified risks? (Best Practice 51)
|
X
|
|
|
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
COCA-COLA FEMSA, S.A.B. DE C.V.
|
|
By:
/s/ Héctor Treviño Gutiérrez
|
|
Héctor Treviño Gutiérrez
Chief Financial Officer
|
|
|
Date:
June
29, 2016
|
|
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