building a STRONGER foundation - Cemex

NYSE LISTING STANDARDS CEMEX CORPORATE GOVERNANCE PRACTICE
303A.05
Listed companies must have a compensation
committee composed of independent directors.
303A.06
Listed companies must have an audit committee
that satisfies the requirements of Rule 10A-3
under the Exchange Act.
303A.09
Listed companies must adopt and disclose
corporate governance guidelines.
303A.10
Listed companies must adopt and disclose a code
of business conduct and ethics for directors,
officers and employees, and promptly disclose any
waivers of the code for directors or executive
officers.
Equity compensation plans
Equity compensation plans require shareholder
approval, subject to limited exemptions.
Our Corporate Practices Committee is responsible for evaluating the performance
of our executive officers; reviewing related party transactions; reviewing the
compensation paid to executive officers; evaluating any waivers granted to
directors or executive officers for their taking of corporate opportunities; and
carrying out the activities described under Mexican law.
Our Corporate Practices Committee meets as required by our bylaws and by the
Mexican Laws and Regulations.
Under our bylaws and the Mexican Laws and Regulations, we are not required to
have a compensation committee. We do not have such committee.
Our Audit Committee operates pursuant to the provisions of the Mexican
Securities Market Law and our bylaws.
Our Audit Committee is composed of four members. According to our by-laws,
all of the members must be independent.
Our Audit Committee is responsible for evaluating the company’s internal
controls and procedures, identifying any material deficiencies it finds; following
up with any corrective or preventive measures adopted with respect to the noncompliance
with the operation and accounting guidelines and policies; evaluating
the performance of the external auditors; describing and valuating those nonaudit
services rendered by the external auditor; reviewing the company’s
financial statements; assessing the effects of any modifications to the accounting
policies approved during a fiscal year; overseeing measures adopted as result of
any observations made by shareholders, directors, executive officers, employees
or any third parties with respect to accounting, internal controls and internal and
external audit, as well as any complaints regarding irregularities on management,
including anonymous and confidential methods for addressing concerns raised by
employees; assuring the execution of resolutions adopted at shareholders’ or
board of directors’ meetings.
Our Board of Directors has determined that it has an “audit committee financial
expert,” for purposes of the Sarbanes-Oxley Act of 2002, serving on its Audit
Committee.
Our Audit Committee meets as required by our bylaws and by the Mexican Laws
and Regulations.
Under our bylaws and the Mexican Laws and Regulations, we are not required to
adopt corporate governance guidelines, but, on an annual basis, we file a report
with the Bolsa Mexicana de Valores (the “Mexican Stock Exchange”) regarding
our compliance with the Mexican Code of Best Corporate Practices.
We have adopted a written code of ethics that applies to all of our employees,
including our principal executive officer, principal financial officer and principal
accounting officer.
Shareholder approval is not expressly required under our bylaws for the adoption
and amendment of an equity compensation plan. No equity compensation plans
have been submitted for approval by our shareholders.
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