Report of the
and Audit Committee
José Kuri Harfush
Antonio Cosío Ariño
Rafael Moisés Kalach Mizrahi
To the Board of Directors:
In my capacity as Chairman of the Corporate Practices and Audit Committee of Grupo Carso, S.A.B. de C.V. (the “Committee”), I am pleased to submit the following annual report of activities for the 2017 fiscal period.
FUNCTIONS REGARDING CORPORATE PRACTICES, EVALUATION AND COMPENSATION
The Chief Executive Officer of Grupo Carso, S.A.B. de C.V. (the “Corporation”) and the relevant executives of the corporations controlled thereby, satisfactorily complied with the goals entrusted to them and their responsibilities.
The transactions with related parties submitted for consideration by the Committee were approved, among which are the following significant transactions, each representing over 1% of the consolidated assets of the Corporation, successively carried out: Teléfonos de Mexico, S.A.B. de C.V., for fiber optic links and site adaptation for telephony, copper and fiber optic telephone cable sales, telephone installation services and sale of items for telephony, cafeteria services, commissions on sale of scrap materials, fleet car salvaging and substitution; Delphi Packard Electric Systems, for the sale of harnesses and cables, and automotive engineering services; Concesionaria Autopista Guadalajara-Tepic, S.A. de C.V., for the construction of a highway pass-through, road rehabilitation and fiber optic links; Claro, S.A., for manufacture and installation of radio bases, fiber optic installation and network design, including copper and fiber optic telephone cable; and, Constructora Mexicana de Infraestructura Subterránea, S.A. de C.V., for the construction of the Emisor Oriente Tunnel project.
All of the transactions with related parties were carried out at market conditions, were reviewed by Galaz, Yamazaki, Ruiz Urquiza, S.C. and a summary thereof has been included in a note to the audited financial statements of Grupo Carso, S.A.B. de C.V. and subsidiaries as at December 31, 2017.
The Chief Executive Officer of Grupo Carso, S.A.B. de C.V. does not receive any compensation for the performance of his activities as such. The Corporation has no employees and, as regards the overall compensation of the relevant executives of the corporations controlled by the said Corporation, we made certain that they would comply with the policies approved for such purposes by the Board of Directors.
The Board of Directors of Grupo Carso, S.A.B. de C.V. did not grant any dispensation so that any Board Member, relevant executive or individual empowered to act might benefit from any business opportunities for himself or in favor of third parties, pertaining to the Corporation or to the corporations controlled thereby or having significant influence therein. In turn, the Committee did not grant any dispensation for any transactions referred to in paragraph c), section III of article 28 of the Stock Exchange Law.
The internal control system and internal audit of Grupo Carso, S.A.B. de C.V. and of the corporations controlled thereby, is satisfactory and complies with the guidelines approved by the Board of Directors, as evidenced by the information provided to the Committee by the management of the Corporation and the independent audit report.
We had no knowledge of any relevant non-performance as regards the guidelines and policies for the operation and accounting records of the Corporation o the corporations controlled thereby, so that no preventative or corrective measure was implemented in connection therewith.
The performance of Galaz, Yamazaki, Ruiz Urquiza, S.C. and Camacho, Camacho y Asociados, S.C., which accounting firms prepared and carried out the audit to the financial statements of Grupo Carso, S.A.B. de C.V. and its subsidiaries as at December 31, 2017, as well as the majority of its subsidiary corporations, and the independent auditor in charge of said audit, have been satisfactory and the goals set at the time they were retained, were duly achieved.
Furthermore, and in accordance with the information provided by said firms to the management of the Corporation, their fees for the independent audit represented a percentage of less than 10% of their total earnings.
As a result of the review of the financial statements of Grupo Carso, S.A.B. de C.V. and subsidiaries as at December 31, 2017, there were no adjustments to the audited figures nor any exceptions to be disclosed in said statements.
In accordance with the information provided by the management of the Corporation and the meetings held with the independent and internal auditors, without the presence of officers of the Corporation and to the best of our knowledge and belief, there were no relevant remarks made by the Stockholders, Board Members, relevant executives, employees and, in general, by any third party, as regards the accounting, internal controls and issues relating to the internal or independent audit, nor any denunciations made by any such individuals on any irregular acts performed by the management of the Corporation and by the corporations controlled thereby.
During the period reported, we have assured ourselves that it is provided in due compliance with the resolutions adopted by the Stockholders’ Meeting and by the Board of Directors of the Corporation. Further, and in accordance with the information the management of the corporation gave us, we have verified that said management has the controls in place that allow it to determine compliance with the applicable provisions on stock exchange matters and which compliance is reviewed by the legal division at least once a year, without there being any remarks in that respect nor any adverse change in the legal position thereof.
As regards the financial information prepared and submitted by the Corporation to the Mexican Stock Exchange [Bolsa Mexicana de Valores, S.A.B. de C.V.] and the National Banking and Securities Commission [Comisión Nacional Bancaria y de Valores], we have made certain that said information is prepared under the same principles, criteria and accounting practices as those under which the annual information is to be prepared.
FINANCE AND PLANNING FUNCTIONS
During the 2017 fiscal period, the Corporation and some of the corporations controlled hereby made major investments. In this respect, we made certain that financing thereof was carried out congruently with the medium and long-term strategic plan of the Corporation. Furthermore, we periodically evaluate the strategic position of the corporation to be in accordance with said plan. In addition, we reviewed and assessed the budget for the 2017 fiscal period, together with the financial forecasts that were taken into account in the preparation thereof. These include the major investments and financial transactions of the Corporation, which we consider viable and congruent with the investment and financing policies and the strategic vision thereof.
For the preparation of this report, the on Corporate Practices and Audit Committee based itself on information which was provided to it by the Chief Executive Officer of the Corporation, the pertinent management members of the corporations controlled hereby and the independent auditor.
José Kuri Harfush