building a STRONGER foundation - Cemex

Tomás Milmo Santos (46) Has been a member of our board of directors since 2006 and member of our finance
committee since 2009. Mr. Milmo Santos served as an alternate member of our board of
directors from 2001 to 2006. He is chief executive officer and president of the board of
directors of AXTEL, a telecommunications company that operates in the local, long
distance and data transfer market. He is also a member of the board of directors of Cemex
México S.A. de C.V., Promotora Ambiental, S.A., ITESM and JAVER. He graduated
with a degree in economics from Stanford University. Mr. Milmo Santos is the second
nephew of Lorenzo H. Zambrano, chief executive officer and chairman of our board of
directors and the nephew of Lorenzo Milmo Zambrano, member of our board of directors.
José Manuel Rincón Gallardo Purón (68) Has been a member of our board of directors since 2003. He is also a member of our audit
committee, where he qualifies as a “financial expert” for purposes of the Sarbanes-Oxley
Act of 2002. He is president of the board of directors of Sonoco de México S.A. de C.V.,
member of the board of directors and audit committees of Grupo Financiero Banamex,
S.A. de C.V., Grupo Herdez, S.A. de C.V., General de Seguros, S.A.B., Kansas City
Southern and Grupo Aeroportuario del Pacífico, S.A. de C.V., and member of the board
of directors of Laboratorios Sanfer-Hormona. Mr. Rincón Gallardo is a member of the
Instituto Mexicano de Contadores Públicos, A.C., he was managing partner of KPMG
Mexico, and was member of the board of directors of KPMG United States and KPMG
International. He is a Certified Public Accountant from the Universidad Nacional
Autonoma de México.
José Antonio Fernández Carbajal (57) Has been a member of our board of directors and member of our corporate practices
committee since 2009. He is chairman of the board of directors of Fomento Económico
Mexicano S.A.B. de C.V. (“FEMSA”) since 2001 and its chief executive officer since
1995, chairman of the board of directors of Coca-Cola Femsa, S.A.B. de C.V., and vice
president of the board of directors of ITESM. He is also a member of the board of
directors of Grupo Financiero BBVA Bancomer, S.A. de C.V., BBVA Bancomer, S.A.,
Industrias Peñoles, S.A.B. de C.V., Grupo Industrial Bimbo, S.A.B. de C.V., Grupo
Televisa, S.A.B. de C.V., Grupo Xignux S.A. de C.V. and Controladora Vuela Compañía
de Aviación, S.A. de C.V. Mr. Fernández is also chairman of the board of Fundación
FEMSA and of the U.S.-Mexico Foundation, and co-directs the Mexican Chapter of the
Woodrow Wilson Center as president since 2003. He is also a member of the board of
directors, the supervisory board and some of the committees of Heineken Holding NV
since 2010. Mr. Fernandez earned his B.A. and MBA degrees from ITESM.
Rafael Rangel Sostmann (69) Has been a member of our board of directors and member of our corporate practices
committee since 2009 and member of our audit committee since 2010. Mr. Rangel
Sostmann has been president of ITESM since 1985. He is also a member of the board of
directors of Fundación Santos y de la Garza Evia, I.B.P., which owns Hospital San José
de Monterrey. Mr. Sostmann is also a member of the following boards: UNIVERSIA:
Consorcio de Universidades Iberoamericanas, SACS: Southern Association of Colleges
and Schools and Thunderbird Board of Fellows. He graduated with a degree in electric
mechanical engineering from ITESM and also holds a masters degree in mechanical
engineering from Wisconsin University.
Board Practices
In compliance with the new Mexican securities markets law (Ley del Mercado de Valores), which was enacted on December 28,
2005 and became effective on June 28, 2006, our shareholders approved, at a general extraordinary meeting of shareholders held on
April 27, 2006, a proposal to amend various articles of our by-laws, or estatutos sociales, in order to improve our standards of
corporate governance and transparency, among other matters. The amendments include outlining the fiduciary duties of the members
of our board of directors, who are now required:
to perform their duties in a value-creating manner for the benefit of CEMEX without favoring a specific shareholder or
group of shareholders;
to act diligently and in good faith by adopting informed decisions; and
to comply with their duty of care and loyalty, abstaining from engaging in illicit acts or activities.
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