Technical Committee

The Technical Committee (TC) defines and implements FUNO´s corporate strategy. It is comprised of 12 experts, 5 of which are independent members. Please click on their names for further info.

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Technical Committee
Moisés El-Mann (Chairman)
André El-Mann (CEO)
Max El-Mann
Rubén Goldberg (Independent)
Jaime Kabaie
Herminio Blanco (Independent)
Abude Attié
Ignacio Trigueros (Independent)
Isidoro Attié
Antonio Franck (Independent)
Elias Sacal
Alberto Mulás (Independent)

Our TC member’s assignment is honorary and do not receive compensations of any kind. However, we do give our independent members a small compensation for their services and support; this is decided by the CBFI Holder´s Assembly at the time of their designation or ratification.

The TC has selected Moises El-Mann Arazi as president and André El-Mann Arazi as CEO. Our Legal Vice President, Alejandro Chico, serves as Secretary to the Committee and is accountable directly to it, on all matters to do with the proper functioning of the CT.

Our Committee pursues the highest ethical, integrity and accountability standards. FUNO complies with all legal dispositions, as well as with the best international practices, where we also oversee Human Rights compliance and good labor practices.

The TC as well as the executive team and all our employees must comply with our Code of Ethics and we expect from them equal and ethical performance.

Some of the TC duties are:

  • Defines and implements FUNO´s corporate strategy, oversees performance, establishes objectives and management policies; always promoting the creation of sustainable long-term value for our stakeholders.
  • Establish and reform eligibility criteria for committee members.
  • Approve policies and transactions amongst related parties.
  • Approve leverage policies (after first fiscal exercise) proposed by the manager.
  • Analyze and approve any transaction outside of eligibility criteria.
  • Appoints, removes and monitors independent auditors; based on Audit Committee recommendations.
  • Approve internal controls or auditing guidelines; besides the Audit Committee opinion.
  • Establish accountability policies with the Audit Committee opinion. Approve financial results based on the Audit Committee opinion, to be presented to the CBFI Holder Assembly.
  • Establish and reform investment policies.
  • Appoints Audit Committee members.
  • Appoints Compensation Committee members.
  • Appoints Nomination Committee members.
  • Appoints the Secretary to the TC.
  • Verify Managers performance against its contractual duties.
  • Approve CBFI issuing.

Technical Committee Experience

The TC considers that diversity of skills and experience is fundamental for the optimal performance of FUNO.

Based on the Global Industry Classification Standard (GICS); our committee members have relevant experience in 10 sectors.

The Assembly, the TC and FUNO, strive to complement the skills and experience of the TC members, prioritizing knowledge, professional experience, education and attitude; without regards of age, gender or nationality.

Independent Members of the Technical Committee

We recognize world trends for integrating fully independent committees. At FUNO we prioritize experience within Real Estate and we believe this has been key to our efficient performance and accountability to our CBFI holders. Our CT members´ experience is one of FUNOs major market competitive advantages.

42% of our TC is independent, beyond what our incorporations deed and the Securities Market law establish (25%)
We believe in the importance of maintaining fair and transparent business practices, where potential conflicts of interest that may arise, have appropriate mechanisms for their handling and prevention. Hence, we have developed an approrpiate Conflict of Interest Mitigation Mechanism, which recquires the vote of independent members.

Some instances which require affirmative vote of the majority of independent members are:

  • Any sell of properties representing 5% and 20% of the Trust.
  • Modification of eligibility criteria for property acquisitions.
  • Policy approvals on cash distributions as well as the approval of such cash distributions.
  • Real Estate investments in which any adherent trustee or related party may be the partial or total owner of such estate.
  • Independent members shall be nominated based on experience, abilities and professional career, it is imperative that they are free to conduct their duties without any conflict of interest (including personal, patrimonial or economic interests). Their Independence shall be determined by a majority vote at the CBFI´s Holders Assembly.

In order to be considered independent, you must not be:

  • High profile employee of FUNO or related parties; applicable to anyone who has hold a position for 12 months before designation.
  • Anyone who holds significant influence or power at FUNO or a related party.
  • Employees of any relevant client, consultant, supplier, debtor, creditor, partner, counselor or advisor.
  • Director or employee of any relevant tenant, representing 10% or more of FUNO´s income; such limitation may only be applicable to those who held a position at such company within the 12 prior months to designation.
  • External Auditor, within the 12 months prior to designation.
  • Relatives by consanguinity, marital status or affinity, up to fourth grade; including the spouses, common-law spouses of any of the above mentioned.

Conflict of Interest Mitigation Mechanisms

Related-Party Transactions

Commitments and Related Party Agreement

Audit Committee

  • 100% Independent
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Audit Committee
Rubén Goldberg (Head of Committee)
Antonio Franck
Ignacio Trigueros

Main duties:

  • Evaluate external auditor, its performance and reports.
  • Discuss financial results and make recommendations to the TC.
  • Inform their opinion on internal check & balance mechanisms, as well as internal audit systems.
  • Investigate breaches to policies, regulations, internal checkpoints and auditing systems.
  • Inform any irregularity to the TC and propose corrective actions.
  • Request and obtain independent experts opinions.
  • Convene CBFI´s Holder Assembly and request addition of any relevant topic to the agenda.
  • Verify that the assessor meets all mandates from the CBFI Holders Assembly and the TC.
  • Verify compliance and implementation of internal check and balance mechanisms.
  • Hold periodic meetings with relevant executives as well as property managers, the advisor, tenant coordinators, common representatives and other relevant player.

Practices Committee

  • 100% independent
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Practices Committee
Antonio Franck (Head of Committee)
Rubén Goldberg
Ignacio Trigueros

Main duties:

  • Recommend on transactions with any related party.
  • A majority of favorable votes from independent members is required on any transaction with a related party or any transaction representing more than 5% of the Trusts estate.
  • Present the TC with market assessments and recommendations, as appropriate.
  • Request and obtain independent experts opinions on relevant matters.

Conflict of Interest Mitigation Mechanisms

Related-Party Transactions

Commitments and Related Party Agreement

Nomination and Compensation Committee

  • 60% independent
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Technical Committee
Herminio Blanco (Head of Committee)*
Rubén Golberg *
André El-Mann (CEO)
Antonio Franck *
Isidoro Attié

*Independent

Main duties:

  • Government of the Compensation Plan; which is validated and approved exclusively by independent members of the Committee:
    1. Review and approve, goals and objectives for executive compensation, in accordance with the plan.
    2. Evaluate teams’ performance against goals and objectives; approve their compensation.
    3. Evaluate and approve any future compensation or reward plan.
  • Once a compensation proposal is received from the administration; the Nomination and Compensation Committee shall make recommendations and instruct the administration to complete or adjust the compensation proposal.
  • Allows an objective perspective on the Compensations Plan.
  • Present to the CBFI Holders Assembly, demotion of TC Members, with the opinions of the Audit Committee.
  • Search, analyze and evaluate independent candidates for the TC.
  • Propose to the CBFI Holders Assembly, candidates complying with all Trust deeds requirements as well as Mexican Securities Market law requirements for independent members.
  • Monitor and control anything related to independent members and their potential conflict of interests.