Management leaders
At Gentera, commitment with our institutional values is reflected in our corporate governance model, which fully and transparently complies with regulations of all three countries where we operate in.
Our governance model is recognized for its adherence to the best practices and standards established by corporate groups, such as the Code of Corporate Best Practices of the Consejo Coordinador Empresarial (CCE) and the Code of Professional Ethics of the Stock Market Community, which guarantee the development and sustainability of the enterprise.
Furthermore, our model is recognized by multilateral bodies and international companies which include leading Latin American companies that have adopted best practices of corporate governance and have achieved solid market presence. Such is the case of Círculo de Empresas –an entity to which we belong since 2011 as the only Mexican company– created by the International Finance Corporation (IFC) and the Organization for Economic Co-operation and Development (OECD), with funding and support from the Global Corporate Governance Forum.
In addition, Gentera and its companies have a policy that governs and regulates operations with related parties, that establishes the process for review and approval of this type of operations by government entities in order to avoid conflict of interest and foster transparency.
Gentera is led by solid corporate governance that provides support to all of the group and its international expansion. Thus, in 2015 we introduced improvements into our governance model that were caused to permeate into the companies in order to align them to the operational strategy of new services provided to our clients. Similarly, we imparted training in recently acquired companies, such as Pagos Intermex. S.A. de C.V. with the purpose of incorporating into them the principles of corporate governance we are known for.
At the request of the auxiliary committees for risk and audit of the Management Board, we carried out an analysis of the risks to which Gentera and its companies are exposed; this resulted in a redefinition of the bodies that will be in charge of their administration, management, monitoring and follow up, taking into account the classification established in the applicable Basel III regulations and criteria.
In 2015 we managed
to consolidate our
operational service
model
Our Board of Directors consists of leaders and specialists on diverse subjects and branches, who enrich Gentera’s long-term corporate and strategic vision. It consists of 13 members: eight independent and five related.
The age of the members of the Board is between 45 and 76, bringing plurality, experience and innovation into the discussions.
Board of Directors by age
61.5%
of the members of the Board are independent
62.5%
of the committees are
presided by independent
members
15.4%
of the members of the Board
are women
In 2015, we carried out the annual comprehensive evaluation of the performance of the Board of Directors and of the quality of its activity. The results were reviewed at the Board Meeting immediately following its application. In the meeting, measures are defined to improve aspects in which lower-than-expected results were obtained. The evaluation comprises:
- Self-diagnostic of every board member
- Evaluation by every member of the Board of Directors as a collegiate body
- Evaluation by every member of the performance of the Audit Committee and the Risk Committee
- Evaluation by the management of the Board of Directors
We appoint the members of the Board of Directors in strict adherence to legal requirements and approved internal guidelines. In addition, in accordance with the commitment to consolidation of our governance model, we continue to drive permanent training of the members of the Board, the Legal Area and the team in charge of corporate governance of Gentera.
G4-34, G4-38, G4-39
| Directors | Type | Board Seniority |
|---|---|---|
| Antonio Rallo Verdugo | Independent | 9 months |
| Carlos Antonio Danel Cendoya | Related | 15 years |
| Carlos Labarthe Costas | Related | 15 years |
| Claudio Xavier González Guajardo | Independent | 4 years |
| Francisco Javier Arrigunaga Gómez del Campo | Independent | 9 months |
| John Anthony Santa María Otazúa | Independent | 7 years |
| José Ignacio Ávalos Hernández | Related | 15 years |
| José Manuel Canal Hernando | Independent | 12 years |
| Juan Ignacio Casanueva Pérez | Related | 5 years |
| Juan José Gutiérrez Chapa | Related | 14 years |
| Luis Fernando Narchi Karam | Independent | 14 years |
| Martha Elena González Caballero | Independent | 9 years |
| Rose Nicole Dominique Reich Sapire | Independent | 2 years |
| Chairman of the Board |
|---|
| Carlos Antonio Danel Cendoya |
| Secretary |
| Manuel de la Fuente Morales |
| Alternate secretary |
| Mariel Eloina Cabanas Suárez |
Our Board of
Directors’ work is
supported by eight
committees
Audit Committee
It is a subsidiary body of the Board of Directors whose objective is to provide it with support for the fulfillment of its responsibility of watching over the integrity of financial and operation statements and reports; approval of policies criteria and accounting practices; the performance of internal and external audit; the design and follow up of internal control and the Code of Ethics and Conduct of the Group.
Our Audit Committee consists of three members, all of them Independent and presided by a woman
Commercial Strategy Committee
It is a subsidiary body of the Board of Directors whose objective is to support in the definition and follow up of mid-term and long-term commercial and operational strategies based on a profound understanding of the market, competition, consumer needs, and the application of different technologies, which as a whole will assure the best competitive positioning of Gentera and its companies.
Executive Committee
It is a subsidiary body of the Board of Directors whose objective is to follow up the established strategy, support management in the analysis and discussion of strategic or highly relevant matters, and serve as a link that favors better communication between the Board and Management.
Planning and Finance Committee
It is a subsidiary body of the Board of Directors whose objective is to support it in the definition of the long-term strategic vision and the mechanisms for identification, control, and revealing of financial risks. In addition, it validates the policies and guidelines presented by management related to -among others- the strategic plan, investments, financing, the annual budget, and its control system.
Corporate Practices Committee
It is a subsidiary body of the Board of Directors whose objectives are to oversee the management, conduction and execution of the businesses of Gentera and its companies; review the policies for compensation of relevant executives; comment on operations with related individuals requiring the approval of the Board of Directors; to review policies for performance assessment, compensation plans and structure changes of the society, all done within the sphere of its respective competences and according to social statutes and regulation.
Risk Committee
It is a subsidiary body of the Board of Directors whose objective is to make recommendations and follow up on the management of risks affecting Gentera’s activities, within the framework set by the management and risk control system in accordance to the law and the regulations approved by the Board of Directors.
Information and Technology Systems Committee
It is a subsidiary body of the Board of Directors whose objective is to support it in the definition and follow up of mid-term and long-term technology strategies of Gentera and its companies.
External Relations and Social Responsibility Committee
It is a subsidiary body of the Board of Directors whose objective is to support it in the definition of strategic vision and validation of policies and guidelines related to public positioning, identity, social responsibility and sustainability of Gentera and its companies, promoting the creation of favorable environment for the development of a business model through solid and permanent external relations and the promotion of sustainable development and social responsibility.
Antonio Rallo Verdugo
Marine Biologist, graduate from University of California at San Diego. He is the current Executive Chairman of 1DE45- Start UP, a company focused on the development of scalable-platform technology companies. For the last 10 years and until 2014, he was Strategy and Technology Vice-president of Grupo Televisa. He previously held different positions such as: co-founder and chairman of the board of NCubo Holdings, an incubator of technology companies like Kionetworks.com. Founder and executive chairman of iWeb, a company focused on technology development projects on the Internet. Founder and executive chairman of Digital Media Studio. Regional director of Tecnologías Multimedia for Apple’s division in Europe. For the past five years, advisor to the American School Foundation; advisor to Kionetworks and member of the information and technology systems committee of Banco Compartamos, S.A. Institución de Banca Múltiple.
Carlos Antonio Danel Cendoya
Architect; graduate of Universidad Iberoamericana; holds a Master’s Degree on Business Administration from the Instituto Panamericano de Alta Dirección de Empresa (IPADE) and has studies on Microfinance in The Economist Institute (Boulder) and Harvard Business School. He is current Chairman of the Board of Directors of Banco Compartamos, S.A. Institución de Banca Múltiple, and board member of Compartamos, S.A. (Guatemala), Red Yastás, S.A. de C.V., Aterna, Agente de Seguros y Fianzas, S.A. de C.V., Controladora AT, S.A.P.I. de C.V. and Fundación Gentera, A.C.
Carlos Labarthe Costas
Industrial Engineer, graduate of Universidad Anáhuac; has studies in business and microfinance from The Economist Institute (Boulder) and SENIOR Management from the Instituto Panamericano de Alta Dirección de Empresa (IPADE). Has participated in diverse microfinance program courses at The Economic Institute in Boulder and the Harvard Business School. In the academic field he has taught at the Universidad Iberoamericana, the Consorcio Latinoamericano para Capacitación en Microfinanciamiento (COLCAMI) and at the Curso de Formación Social (CUFOSO) de la Unión Social de Empresarios de México (USEM). He is currently Chairman and board member of Banco Compartamos, S.A. Institución de Banca Múltiple and board member of Compartamos, S.A. (Guatemala), Compartamos Financiera, S.A., Red Yastás, S.A. de C.V., Aterna, Agente de Seguros y Fianzas, S.A. de C.V., Compartamos Servicios, S.A. de C.V., Controladora AT, S.A.P.I. de C.V., Fundación Gentera, A.C., Worldfund, Advenio and Vista Desarrollos, IGNIA. Also, he is Chairman of the Board of Directors of Promoción Escolar S.C. and Grupo Kipling.
Claudio Xavier González Guajardo
Lawyer; graduate of Escuela Libre de Derecho, with a Master’s degree on Law and Diplomacy and a Ph.D. in Law and International Relations from the Fletcher School of Law and Diplomacy, of Tufts University. He is current chairman and co-founder of Mexicanos Primero, A.C., an organization dedicated to increasing the quantity and quality of education in Mexico, and Visión 2013, A.C. He is co-founder and member of the Technical Committee of BÉCALOS, co-founder and honorary chairman of the Trust of the Unión de Empresarios para la Tecnología en la Educación, A.C. (UNETE), Co-founder and Chairman of Mexicanos Contra la Corrupción, A.C., a citizen initiative that combats corruption and build, through diagnosis, a demand for change and improvement, and a culture of legality in Mexico. Co-founder and Chairman of the Despacho de Investigación y Litigio Estratégico, A.C. (DILE), an entity that attempts to expose and combat the more emblematic cases of corruption, impunity and destruction of rule of law in Mexico, and co-founder and former chairman of Fundación Televisa, A.C.; he is board member of Gentera, S.A.B. and of Banco Compartamos, S.A. Institución de Banca Múltiple. He specializes in creating mechanisms for citizen participation, philanthropy and improvement in education quality, from civil society.
Francisco Javier Arrigunaga Gómez del Campo
Bachelor of Law from Universidad Iberoamericana, holds a Master’s Degree in Law from the University of Columbia. Former General Director of Grupo Financiero Banamex the leading bank in Mexico (a Citigroup subsidiary), where he held diverse positions since 2002. Before joining Citi/Banamex, Javier Arrigunaga was ambassador of Mexico at the OCDE. He previously worked for 15 years at Banco de Mexico where he held different positions. He was General Director of Fondo Bancario de Protección al Ahorro where he was a member of the team responsible for negotiating the international package of aid for Mexico to face the macroeconomic crisis of 1994. Javier Arrigunaga was Chairman of the Asociación de Bancos de México 2013-2014 and has been board member of different companies and institutions, including the Bolsa Mexicana de Valores, Grupo Financiero Banamex, Comisión Nacional Bancaria y de Valores and Grupo Financiero Scotiabank Inverlat. He is current Chairman of the Board of Directors of Grupo Aeroméxico (the flagship Mexican airline) and General Director of Xokan, a company of financial consultants. He is a board member of Gentera and Compartamos, the leading financial inclusion company in Mexico, consultant to Dine y Kuo, member of the International Consultancy Board of the Banco Popular Español and Associate of the General Assembly of the Universidad Iberoamericana, his alma mater.
John Anthony Santa María Otazúa
Bachelor in Business Administration and Master in Finance from Southern Methodist University in Dallas, Texas. He is current President of Coca-Cola FEMSA and board member of Banco Compartamos, S.A. Institución de Banca Múltiple. He specializes in strategic planning.
José Ignacio Ávalos Hernández
Chairman of the Board and Co-founder of Promotora Social Mexico, an organization of impact investment in Mexico, Chairman and co-founder of Un Kilo de Ayuda, renowned NGO that Works for early child development in Mexico. He has worked in the field of health with the COFAS Hospital system, in education as founder and board member of Mexicanos Primero, and in economic development with Mi Tienda, an innovative rural supply chain. Board member of Compartamos since its foundation.
José Manuel Canal Hernando
Public Accountant, graduate of Universidad Autónoma de México (UNAM). He is currently a board member of Banco Compartamos, S.A. Institución de Banca Múltiple; board member, commissioner and consultant of diverse companies, both private and listed in the stock market, such as FEMSA, Coca-Cola FEMSA, Grupo KUO, Grupo Industrial Saltillo, Fundación Bécalos and Estafeta. He specializes in auditing, accountancy, internal control and corporate governance.
Juan Ignacio Casanueva Pérez
Public Accountant from Universidad Iberoamericana, graduate of the Program of Corporate Governance: Effectiveness and Accountability in the Boardroom at Kellogg Northwest University and of the Senior Management Program of the IPADE. Graduate in Management Skills from Universidad Iberoamericana and has additionally studied and taken diploma courses in the Insurance sector. He is currently Chairman of the Board of Interprotección, a group formed by 20 companies specialized in different niches of the insurance sector, with presence in over 20 countries. He is a member of the board of Kio Networks, board member of Grupo AXO, board member of Finances México, board member of Banco Compartamos, S.A. Institución de Banca Múltiple, Aterna, Agente de Seguros y Fianzas, S.A. de C.V., Controladora AT, S.A.P.I. de C.V. He actively participates in altruistic, social and environmental projects; he is a member of Hombre Naturaleza A.C, Consultant to Endeavor, trust member of Mexicanos Primero, President of the Fundación Carlos Casanueva Pérez, and Chairman of the Pro-bosque de Chapultepec Trust.
Juan José Gutiérrez Chapa
Industrial and Systems engineer from Instituto Tecnológico de Estudios Superiores de Monterrey. He currently participates mainly in the microfinance sector; he is chairman of the Commission for Financial Inclusion of COPARMEX, Chairman of the Board of Directors of FOMEPADE, S.A. de C.V. SOFOM, board member of Banco Compartamos, S.A. Institución de Banca Múltiple, Compartamos Financiera, S.A. and Compartamos, S.A. In addition, he is an investor and board member of various sectors: financial, tourist, restaurant, real estate and services. He specializes in commercial and microfinance matters.
Luis Fernando Narchi Karam
Bachelor in Business Administration from Universidad Anáhuac. He is currently vice-president of Narmex, S.A. de C.V., board member of Banco Compartamos, S.A. Institución de Banca Múltiple, founder of Happynation, S.A. de C.V., founder of Grupo La Bendición, Alimentos y Bebidas, S.A.P.I., founder of GGC Gourmet Central Restaurant, S.A. de C.V., founder of Operadora y Promotora de Restaurantes, S.A. de C.V., and member of the trust of the Instituto Nacional de Cancerología.
Martha Elena González Caballero
Certified Public Accountant from Universidad Iberoamericana; she has imparted diverse courses in the special INFONAVIT program of the IPADE. Member of the audit committee of the Infonavit and of the technical committee of the Instituto Mexicano de Contadores Públicos. She is currently board member of Banco Compartamos, S.A. Institución de Banca Múltiple, commissioner for SD Indeval, of the Contraparte Central de Valores and death fund consultant of the Colegio de Contadores Públicos de México, and other entities. She specializes in auditing in the financial sector.
Rose Nicole Dominique Reich Sapire
Bachelor in Management Computer Systems from Instituto Tecnológico y de Estudios Superiores de Monterrey; Master’s Degree in Business Administration from the Instituto Tecnológico Autónomo de México; The Corporate Leader Program of the Harvard Business School of Management, Boston, MA, EUA and the Executive Program from the Graduate School of Management of Kellogg, Chicago, EUA. She is currently a board member of Cobiscorp International, Industrias Diesco, of WPO Capítulo México, of “Por lo derecho”, of Construsistem S.A de C.V and board member of Banco Compartamos, S.A. Institución de Banca Múltiple. Until 2012 she was executive vicepresident and CEO of Grupo Financiero Scotiabank México and Scotiabank Internacional. She is currently Chief Executive Officer of BNP Paribas Cardif México.