CORPORATE GOVERNANCE

MANAGEMENT 2013


In the course of 2013 there were some major improvements in the evolution, streamlining, and renewal of our corporate governance practices, some of them driven by Carlos Danel, Chairman of the Board of Directors, in response to a more complex and competitive business environment, which requires the various companies and Gentera itself, as the comprehensive service provider, to renew themselves in order to meet the high expectations placed in them during this new stage.

Some of the most significant changes and new working methods in the area of corporate governance were as follows:
• The corporate governance practices and standards of Compartamos S.A. and Compartamos Financiera were brought into line with those of the Board of Directors of Gentera.

• Nicole Reich Sapire brought her vision and experience to enrich the Board of Directors. It is worth pointing out that our Board is one of the few in the Mexican financial sectors with two women members.

• The Board’s online platform was launched, an innovative system whereby directors can access necessary information before board meetings in an agile and organized way, with all requisite the safety and control. The system has produced excellent results and facilitated the Board’s work in terms of analysis, productivity, and decision-making.

View more [+]

• The support structure of the Chairman of the Board of Directors and Strategy was renovated. In addition to the support of the legal team, three other Gentera management areas report to him: External Relations, Financial Inclusion, and Strategy.

• The self-evaluation processes of the Board have been improved, while the evaluation of the support team is now performed with the help of external experts using up-to-date tools and information standards.

• Gentera participated as the only Mexican company in the annual session of the Círculo de Empresas, a body created in 2005 by the IFC and the OCDE, with the financing and support of the Global Corporate Governance Forum. The Círculo brings together Latin American companies that are leaders in corporate governance and possess a solid and impeccable reputation in the capital markets. We also made a presentation at the forum on Corporate Governance Experiences in Latin America, held at the Bolsa de Comercio (stock exchange) in Buenos Aires, where we shared our vision of better practices in the area.

• The incorporation of better practices derived from the permanent training of the support team of the Board of Directors of Gentera.

• The work teams of the Gentera’s different management divisions were trained in the importance of preparing thorough and accurate information for the use of the Board.

Gentera and each of its companies –Compartamos Banco, Compartamos S.A., Compartamos Financiera, Yastás, and Aterna– has its respective Board of Directors, made up of highly qualified people with solid reputations and wide experience in various areas of banking, economics, finance, administration, logistics, marketing, systems, accounting, social responsibility, sustainability, and other fields. This solid human capital explains in large measure the successful growth, profitability, and sustainability of our company as a whole.

Close [-].

THE BOARD OF DIRECTORS OF GENTERA

The responsibilities of the Board of Directors are to determine the group’s general strategy, to analyze critical situations for the operating and holding companies, to monitor risk, to supervise the programs undertaken, to ensure achievement of goals, and to comply with norms and standards, all the while promoting and embodying the Principles, Philosophy, and Purpose of Gentera.

*Possesses the characteristics of an “independent” director, but since her alternate director has “inside” status, she is also considered to be an “inside” director.

COMMITTEE

The Board of Directors is supported by six committees so that it can perform its functions with the required quality and commitment.

By creating the Risk Committee in 2013, we reinforced our commitment to preventing the materialization of the risks to which each one of the companies that make up Gentera is exposed.

With the support of the committees and the work team of the legal department, the recommendations laid out in the minutes of the Board of Directors meetings are developed and followed up on, prior to each session, with a view to ensuring compliance. Also, like all employees of Gentera and its operating companies, the Directors have participated in field visits with clients and agents in order to live the experience of financial inclusion. In 2013 the Audit Committee made a surprise visit in order to get to know the auditing process as it really functions.

Guided by local managers and clients, they were able to detect opportunities for improvement, never losing sight of our principal concern: people. The following are the committees that support the work of the Board of Directors, their constituent members, and their principal responsibilities:

The main concern of Gentera’s Board of Directors is that the members of its committees stay in close contact with employees and clients, so that the members of the Audit Committee can fully understand operations and so efficiently fulfill their responsibilities of supervision and oversight. To observe in person how loans are granted and payments collected and to participate directly in audit procedures through field visits is an inspiring experience, which allows us to confirm, through direct dealings with clients, that our Purpose and Principles, as transmitted to employees, can be applied in real life and that our goal of eradicating financial exclusion can be achieved.



Martha Elena González Caballero

Chairwoman of the Audit Committee and Independent Director of Gentera.

RELEVANT INFORMATION ABOUT THE MEMBERS OF THE BOARD OF DIRECTORS



ASSOCIATIONS AND REGULATORS

We are co-responsible with the development of the business sectors in which we participate.

We work actively with similar companies, governmental authorities, and other organizations to promote the healthy development of the micro-finance sector. In this way, we support our own development within a framework of mutual benefit, ethics, and responsibility.

We abide by the norms issued by regulators in the countries in which we operate, as well as with all applicable legislation. The following are the principal associations with which we collaborate and the regulatory entities to which we are subject, broken down by country: