C.P. Rafael Moisés Kalach Mizrahi Chairman
Engr. Antonio Cosío Ariño
Lic. David Ibarra Muñoz
ANNUAL REPORT
To the Board of Directors:
In my capacity as Chairman of the Company Practices and Audits Committee of Grupo Carso, S.A.B. de C.V. (the “Committee”), I am hereby submitting the following annual report of activities for the fiscal year of 2022.
Functions of Company Practices and of Evaluation and Compensation
The Director General of Grupo Carso, S.A.B. de C.V. (the “Company”) and the corresponding directors of the juridical persons controlled by the Company have satisfactorily met their responsibilities and carried out the objectives assigned to them.
The operations with related parties that were submitted to the consideration of the Committee were approved. Among those operations, each of which represents more than one percent of the Company’s consolidated assets and which were executed in the order listed, are the following:
“Empresa de Servicios y Soporte Integral GC, S.A.P.I. de C.V. for the concept of fiber optic downspouts (from the post to the well); installation of cameras (Ciudad Segura); installation of fiber optics (external); engineering works (design of the telephony and internet connectivity network for Telmex companies; Installation of fiber optics; high zero wiring; network cables; aerial cable; telephonic cable; fiber optic cable, and electronic cable; building the structures through which the fiber optic passes; Red Nacional Última Milla, S.A.P.I. de C.V. for the concept of sale of telephone cable; downspouts; high zero; maintenance and duct work; commission for mediation services; scrapping of cable for recovery of copper; Aptiv Services US LLC and other Grupo Aptiv companies, for the concept of sales of automotive harnesses, cables and automotive engineering services; and Autovia Mitla Tehuantepec, S.A. de C.V. for the concept of construction.”
All the operations with related parties were carried out at market prices and were reviewed by the accounting firm Galaz, Yamazaki, Ruiz Urquiza, S.C. (the “Office”), the juridical person that carried out the audit of the Grupo Carso, S.A.B. de C.V. and subsidiaries financial statements up to December 31 of 2022 as well as of the majority of its subsidiaries, and a summary of those audits can be found in a note of the said financial statements.
The director general of the Company does not receive any remuneration for the performance of his functions as such. The Company does not have any employees, and in regard to the comprehensive remuneration of the directors of the companies controlled by the Company, we have ascertained that they are complying with the policies that were approved by the Board of Directors to that effect.
The Company’s Board of Directors has not granted any dispensation that would allow any member of the Board of Directors or any other person in a position of authority to take advantage of business opportunities corresponding to the Company or the juridical persons controlled by the Company or in which it has a significant influence for his own benefit or for the benefit of a third party. Nor has the Committee granted any dispensation for the transactions referred to in subparagraph c), Fraction III of Article 28 of the Securities Market Law.
Auditing Functions
We have submitted to the consideration of the Company’s Board of Directors the ratification of Galaz, Yamazaki, Ruiz Urquiza, S.C. to carry out the external audit of the financial statements of Grupo Carso, S.A.B. de C.V. and subsidiaries up to December 31 of 2022 and of the majority of its subsidiaries (the “Audit”), as well as the ratification of its remuneration for that service, having taken into account that the resources proposed by the said accountants for the execution of the auditing program were reasonable, considering the scope of the said audit, the Company’s structure and the nature and complexity of its operations. We also reviewed the terms of the auditing firm’s task.
We evaluated the compliance by the Office and by the Independent External Auditor with the personal, professional and Independence requirements referred to in Article 6 of the provisions of a general nature applicable to the entities and issuers supervised by the National Banking and Securities Commission who contract external auditing services for basic financial statements (the “External Auditors Circular”), and we determined that both the Office as well as the External Independent Auditor were in satisfactory compliance with the said requirements.
We did not find it necessary to take any measures to ensure the Independence of the Office and of the Independent External Auditor or of the personnel who participated in the Audit.
We obtained from the Office the declaration referred to in Fraction II of article 20 of the External Auditors Circular in regard to the compliance with the quality control standard for the performance of the auditing services.
We carried out a punctual monitoring of the auditing activities realized by the Office and kept the Board of Directors informed in that regard. We also monitored the activities of the External Independent Auditor, who kept us informed of his activities and the development of the Audit.
As a result of the review of the opinion and of the financial statements of Grupo Carso, S.A.B. de C.V. and subsidiaries up to December 31 of 2022, there were no relevant adjustments to the audited numbers or caveats to be expressed in the said statements.
As a result of the review of the letter of observations by the Independent External Auditor established in Fraction I of Article 15 of the External Auditors Circular (the “Letter of Observations”) in regard to the substantive procedures, the evaluation of the internal control and the relevant matters that the External Independent Auditor provided to the Company, we found various observations regarding the issuer and its subsidiaries. In that regard, the Company’s Administration informed us that it is preparing a plan of action with the preventive and corrective measures and the period of time to address the said observations, in conformance with the indications in the applicable legal provisions.
We had no knowledge of any important breach of the guidelines and operating policies or recording of accounting information by the Company or by the juridical persons it controls, and therefore no preventive or corrective measures were implemented in that respect.
The performance of the audit by the Office and by the External Independent Auditor was as expected and the objectives that were established when they were contracted were accomplished. Also, the quality of the opinion of the financial statements of Grupo Carso, S.A.B. de C.V. and subsidiaries up to December 31 of 2022 was satisfactory.
The internal control, internal auditing and external audit opinion of Grupo Carso, S.A.B. de C.V. and of the juridical persons it controls are satisfactory and meet the guidelines approved by the Board of Directors, as can be gathered from the information provided to the Committee by the Board of Directors and by the persons responsible for the internal audit, both in regard to Grupo Carso, S.A.B. de C.V. and in regard to Grupo Sanborns, S.A.B. de C.V. in respect to the activities they carried out in compliance with their internal auditing plan and in their follow-up on the principal findings they discovered during the fiscal year of 2022 or that they had previously reported.
In conformance with the information that was reported to us by the Board of Directors and gathered in the meetings we had with the external and internal auditor, without the presence of Company officials, and as far as we know there were no significant observations made by shareholders, councilors, directors, employees or any third party in general in regard to the accounting, internal controls and subjects related to the internal or external audit. Nor were there any denunciations by those persons in regard to irregular acts in the administration of the Company and of the juridical persons it controls.
During the period that is reported we ascer tained that due compliance with the accords adopted in shareholder meetings and by the Company’s Board of Directors had been car ried out. Also, in accordance with the infor mation provided to us by the Board of Di rectors, we verified that the said Board has control systems that allow it to determine that it is in compliance with the applicable provisions in regard to the securities mar ket and that the legal department reviews that compliance at least once a year, and we found no observations or any adverse change in the legal situation in that regard.
In regard to the financial information that the Company prepares and presents to the Bolsa Mexicana de Valores, S.A.B. de C.V. and to the National Banking Commission, we as certained that the said information is elab orated under the same accounting policies, criteria and practices with which the annual information is elaborated.
Functions of Finances and Planning
The Company and the juridical persons it controls continued their investments in 2022. In regard to those investments we en sured that their financing had been carried out in a manner that was consistent with the Company’s medium- and long-term stra tegic plan. Additionally, we periodically en sured that the Company’s strategic position was in concordance with that plan. We also reviewed and evaluated the Budget for the fiscal period of 2023, along with the financial projections that were taken into account for the elaboration thereof, which included the Company’s principal investments and financ ing transactions, which we considered to be viable and consistent with the Company’s in vestment and financing policies and its stra tegic vision.
For the elaboration of this report, the Com pany Practices and Audits Committee drew on the information that was provided to it by the Director General of the Company, the relevant directives from the juridical persons it controls and the external auditor.
Mexico City, January 30, 2023
Chairman
C.P.A. Rafael Moisés Kalach Mizrahi