Corporate governance
(102-5, 102-17, 102-18, 102-24, 102-26)
Corporate governance at Fibra Danhos is conducted with the highest standards of compliance, which sustain our actions ethically and efficiently, with a culture of respect and success that builds confidence among our investors and strengthens ties with our stakeholders.
This governance is mindful of the company’s purpose, values and mission statement, and on this basis defines strategies, policies and goals for the organization.
The Technical Committee is the highest governing body of Fibra Danhos, while Administradora Fibra Danhos, S.C. is in charge of the management and administration of our daily operations. The Technical Committee can be comprised of up to 21 members and, in accordance with existing laws, 25% of them must be independent.
Classification of a Technical Committee member as independent is based, among other criteria, on their relationship to Member Trustors of the properties contributed or parties related to them. Notwithstanding the foregoing, a person is not eligible to serve as an independent member if they are:
(i) A board member or employee of this company, our Advisor, the Representation Services Company of our Trustor, our Administrator or any Member Trustor, or of any company that belongs to their respective business groups, including their statutory auditors or any other individual or corporation, who has held such a position in the 12 (twelve) preceding months.
(ii) Any person who has significant influence or decision-making power over us, our Advisor, the Representation Services Company of our Trustor, our Administrator or any Member Trustor.
(iii) Any shareholder who is part of a group of parties who have control over us, our Advisor, the Representation Services Company of our Trustor, our Administrator or any Member Trustor.
(iv) A client, service provider, vendor, debtor, creditor, partner, legal counsel or employee of a company that is also a client, service provider, vendor, debtor or creditor of this company, our Advisor, the Representation Services Company of our Trustor, our Administrator or any Member Trustor, if: (A) if client, service provider or vendor, the total sales of that client, service provider or vendor to us, our Advisor, the Representation Services Company of our Trustor, our Administrator or any Member Trustor, account for more than 10% (ten percent) of that client’s total sales during the preceding 12 (twelve) months; (B) if debtor, the amount owed to us, our Advisor, the Representation Services Company of our Trustor, or our Administrator represents more than 15% (fifteen percent) the assets of this company, our Advisor, the Representation Services Company of our Trustor, or our Administrator or some other debtor; or (C) if creditor, the amount of that credit extended to us our Advisor, the Representation Services Company of our Trustor, or our Administrator is equivalent to more than 15% (fifteen percent) of the assets of our Advisor, the Representation Services Company of our Trustor, or our Administrator or of that creditor.
(v) A director or employee of any tenant in any of our properties who accounts for 10% (ten percent) or more of our annual base rent, who has held that position during the preceding 12 (twelve) months.
(vi) Any independent auditor of this company, our Advisor or the Representation Services Company, our Administrator or any Member Trustor, who has held that position during the preceding 12 (twelve) months (pursuant to article 24 of the Securities Market Act).
(vii) Any person related by blood, marriage, or adoption up to the fourth degree, and by marriage up to the fourth degree, including their domestic partners or spouses.
Members of the Technical Committee are considered to be independent when there is no relation to the Member Trustors of its properties or with parties related to them. Independent members are nominated by the Nominations Committee and their appointment is ratified by a majority vote in the Annual Meeting of CBFI holders.
The process for selecting and nominating Technical Committee members is conducted annually, according to the following criteria:
Pursuant to our Deed of Trust and the Adhesion Agreements, members of the Daniel family, members of the Moussali family, and Esther Monique Guindi Hemsani, provided that they own, individually or as a group, at least 3% of the outstanding CBFI, shall be referred to as Lead Member Trustors.
Pursuant to our Deed of Trust and the Adhesion Agreements, Esther Monique Guindi Hemsani, members of the Daniel family and members of the Moussali family agreed that as long as they remain in the capacity of Lead Member Trustors and the Control Trust holds at least 15% of the outstanding CBFI, they grant to the company a preferred right: (i) to acquire any future real-estate investment opportunity relating to any of them, provided that opportunity meets our criteria for eligibility which, among others, require that properties be premier-quality retail, office or mixed-use spaces, or, if they are vacant land, that they be part of a viable development project; and (ii) to acquire any property under development or redevelopment of which they are at present or in the future will become owners of the majority of the property rights, whether collectively or individually, and which does not meet our eligibility criteria, if in the future that property comes to fulfill the eligibility criteria, at an appraised price determined by an independent expert, payable in CBFIs or in cash, at our own discretion.
If we do not exercise that preferred right to acquire a property under development or redevelopment owned by the Lead Member Trustors and that property meets our eligibility criteria, the Lead Member Trustors will grant us the right of first refusal if in the future, once the property is developed or redeveloped, and provided it meets eligibility criteria, it is offered for sale by the Lead Member Trustors.
This right of first refusal will not be granted to us if we have not exercised our preferred right to acquire an already developed property which meets our eligibility criteria. For a more detailed description of these preferred rights, see the section entitled “Certain relationships and transactions with related parties.” We believe this unique access to future investment opportunities in properties relating to the Lead Member Trustors and to certain properties under development of which the Lead Member Trustors own the majority of the property rights, and the solid relationship that our advisors’ team of officers and key personnel has established with key tenants and the local community of real estate agents and investors, will provide a constant source of attractive investment opportunities through which we can grow our business.
As provided for in our Deed of Trust, CI Banco, previously The Bank of New York Mellon S.A., Institución de Banca Múltiple—or any institution that may be designated to succeed it—will act as Common Representative of our CBFI holders, and attend, but not participate, in meetings of the Technical Committee.
