(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.
(102-18, 102-22, 102-27)
Technical Committee members are selected according to our Code of Ethics and our Diversity Policy, and taking into account each candidate’s experience and merits, without regard to gender, race, nationality, culture, beliefs, marital status, ideology or political opinions. Currently, one Technical Committee member is a woman.
In 2020, the Technical Committee was made up of the following individuals:
| Committee members | Members since | Age |
|---|---|---|
| David Daniel Kabbaz Chiver | 2013 | 75 |
| Carlos Daniel Kabbaz Chiver | 2019 | 68 |
| Salvador Daniel Kabbaz Zaga | 2013 | 49 |
| Luis Moussali Mizrahi | 2013 | 45 |
| Isaac Becherano Chiprut | 2013 | 52 |
| Alberto Zaga Hop | 2013 | 81 |
| Lino de Prado Sampedro | 2013 | 75 |
| Adolfo Kalach Romano | 2013 | 61 |
| Francisco Gil Díaz* | 2013 | 77 |
| José Antonio Chedraui Obeso* | 2013 | 75 |
| Pilar Aguilar Pariente* | 2013 | 52 |
*Independent member.
(102-26, 102-27)
David Daniel Kabbaz Chiver
Chairman of the Technical Committee
He is one of the founding partners of Grupo Danhos and has over 43 years of experience in the development and management of iconic, premier-quality real estate assets, as well as in acquisitions and financing of real estate projects. He is a member of the Presidents’ Council of the Comunidad Monte Sinaí Judía de México and has been held key positions in several institutions and organizations of the national and international Jewish community, including Governor of the University of Tel Aviv in 1990. He is also a one of the “300 most influential leaders of Mexico”, a recognition given by the publication Líderes Mexicanos. Mr. Kabbaz studied architecture at the Universidad Nacional Autónoma de México.
Salvador Daniel Kabbaz Zaga
Vice-Chairman of the Technical Committee
He has over 28 years of experience in real estate, including the design, development and administration of shopping centers and premier-quality offices. Before joining Grupo Danhos in 1993, he had developed several architectural projects for office buildings in Mexico City. Once with the company, he participated in the architectural planning of Parque Duraznos and one of the buildings of Urbitec, among others. He has also held several positions in the Comunidad Monte Sinaí Judía de México. He has been President of the Association of Real Estate Developers (ADI). Mr. Kabbaz holds a degree in architecture from the Universidad Anáhuac del Norte, and studied for a Master’s Degree in Real Estate Management and Construction Companies at the University of Madrid.
Carlos Daniel Kabbaz Chiver
Technical Committee Member
He studied in various schools in Mexico City; participated in Industrial Engineering courses applied to apparel manufacture in Mexico and Canada. He worked in the Festival intimate apparel factory as partner and Director of the Production Department as well as in the Vel-Form shapewear factory in Mexico. He was founding Partner and Director of the Grupo Industrial Antinea lingerie factory, and is currently a partner in various retail boutiques.
Luis Moussali Mizrahi
Technical Committee Member
He is Vice President of the Grupo Vitracoat, a leading company in the manufacture of industrial coatings in the Americas, with plants in Mexico, North and South America. Mr. Moussali has 17 years of experience as a partner and investor in retail, industrial and office real estate projects. He holds an undergraduate degree in Financial Management from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM).
Isaac Becherano Chiprut
Technical Committee Member
Managing Partner of Grupo Inmobiliario Diana, a real estate company in the retail, office and residential segments; Founding Partner and CEO of Orotec International, a leading company in the manufacture of fine jewelry in Mexico; Managing Partner of Becherano y Asociados, S.C., financial advisory and business planning firm and founding partner and member of the Board of Directors of Sunny Fields, a company dedicated to protected high-tech agroindustry focused on the export market. Mr. Becherano has a degree in public accountancy from the Universidad Anáhuac del Norte.
Alberto Zaga Hop
Technical Committee Member
Founder of Textiles Electrónicos, one of the largest textile companies in Mexico and which he currently owns. Mr. Zaga is treasurer of the Comunidad Monte Sinaí Judía de México, as well as a member of the Mexico City Chamber of Textile Industry. During his business career he has also been a board member of several banking and financial institutions, such as Multibanco Mercantil de México and BBVA Bancomer. Mr. Zaga studied Business Administration.
Lino de Prado Sampedro
Technical Committee Member
Has participated in the promotion and development of various successful textile projects in Mexico with Grupo Inditex (Zara) and its various brands, and is Chairman of the Board of Directors of Zara México. He is also a partner in Recórcholis, a family entertainment company, and El Bajío, a restaurant chain. Mr. Prado holds a degree in Public Accountancy from the Escuela Bancaria y Comercial.
Adolfo Kalach Romano
Technical Committee Member
For sixteen years Mr. Kalach headed textile production in four companies of Grupo Kaltex, a company engaged in various segments of the textile business; he is Founding Partner of Avante Textil, where he has served as Director of Fabric and Finishing for 13 years; and he has extensive experience in the real estate sector, where since 1984 he has lead promotion, construction and administration of triple-A distribution centers, with approximately a million square meters built. In 2004 he entered the hotel industry and has participated in construction of properties covering approximately 62,000 square meters. He holds a degree in Public Accountancy from the Universidad Iberoamericana.
Francisco Gil Díaz
Independent Technical Committee Member
President of Telefónica México, a global telecommunications company, and head of Avantel, a Mexican telecommunications company. Mr. Gil Díaz has held several key positions in the Mexican public sector, including Minister of Finance and member of the Board of Governors of Banco de México. In 2005 he was recognized as “Finance Minister of the Year for the Americas” by The Banker (a publication of Financial Times). He is an independent board member of BBVA, of Bolsa Mexicana de Valores, and also sits on the board of Chrysler de México and SSA, a port administration company with various facilities in Mexico. He has been a lecturer at the Instituto Tecnológico Autónomo de México (ITAM), where he is Professor Emeritus and was awarded an honorary doctorate; at the Universidad Iberoamericana, Colegio de México, and the Universidad Nacional Autónoma de México. He has spoken at conferences at various universities and international gatherings, and he has published extensively on matters of economy in internationally circulated books and journals. Mr. Gil Díaz holds an undergraduate degree in Economics from ITAM and a Master’s Degree and Doctorate from the University of Chicago.
Antonio Chedraui Obeso
Independent Technical Committee Member
A Mexican businessman who since 1965 has held the position of Managing Director, and since 1988 Chairman of the Board of Directors, of Grupo Comercial Chedraui. He has also been Chairman of the Board of Directors of the National Association of Supermarkets and Department Stores (ANTAD). Over the course of his business career he has been a board member of various banking and financial institutions, including Banamex, Banco BCH, Bancomer, Banca Serfin, Banco de Oriente, Operadora de Bolsa and Grupo Financiero Inbursa. He is currently a board member of some private companies. Mr. Chedraui studied Business Administration of the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM), rounding out his business training with various executive development programs, particularly High-Level Management at the Instituto Panamericano de Alta Dirección de Empresas, Liderazgo y Productividad at Colegio de Graduados.
Pilar Aguilar Pariente
Independent Technical Committee Member
Pilar Aguilar Pariente is independent board member and investor in high-growth companies. She sits on the board as an independent member of other public and private firms in Mexico. In the venture capital field she has been angel investor and members of various investment committees. She began her career in consulting, working at McKinsey & Company as project partner for the Mexican and Brazilian energy and transportation industries, and for Bain and Company as Talent Development Director. Between 2011 and 2016 she directed Endeavor México, an organization focused on promoting the growth of the Mexican economy through the support of high-impact entrepreneurs. She has co-authored four books on entrepreneurs, The new face of Mexico, and worked with IPADE on a book entitled “Doing well and doing good.” She has bee a speaker and panelist at the Women’s Forum Global Meeting and TEDx, among others. Since 2018 she has been a member of the jury for the EY Entrepreneur of the Year Award in Mexico.
Ms. Aguilar holds an undergraduate degree in Chemical Engineering from the Universidad Iberoamericana and a Master’s in Business Administration (MBA) from the University of Texas at Austin.
David Daniel Kabbaz Chiver
Chairman of the Technical Committee
He is one of the founding partners of Grupo Danhos and has over 43 years of experience in the development and management of iconic, premier-quality real estate assets, as well as in acquisitions and financing of real estate projects. He is a member of the Presidents’ Council of the Comunidad Monte Sinaí Judía de México and has been held key positions in several institutions and organizations of the national and international Jewish community, including Governor of the University of Tel Aviv in 1990. He is also a one of the “300 most influential leaders of Mexico”, a recognition given by the publication Líderes Mexicanos. Mr. Kabbaz studied architecture at the Universidad Nacional Autónoma de México.
Salvador Daniel Kabbaz Zaga
Vice-Chairman of the Technical Committee
He has over 28 years of experience in real estate, including the design, development and administration of shopping centers and premier-quality offices. Before joining Grupo Danhos in 1993, he had developed several architectural projects for office buildings in Mexico City. Once with the company, he participated in the architectural planning of Parque Duraznos and one of the buildings of Urbitec, among others. He has also held several positions in the Comunidad Monte Sinaí Judía de México. He has been President of the Association of Real Estate Developers (ADI). Mr. Kabbaz holds a degree in architecture from the Universidad Anáhuac del Norte, and studied for a Master’s Degree in Real Estate Management and Construction Companies at the University of Madrid.
Carlos Daniel Kabbaz Chiver
Technical Committee Member
He studied in various schools in Mexico City; participated in Industrial Engineering courses applied to apparel manufacture in Mexico and Canada. He worked in the Festival intimate apparel factory as partner and Director of the Production Department as well as in the Vel-Form shapewear factory in Mexico. He was founding Partner and Director of the Grupo Industrial Antinea lingerie factory, and is currently a partner in various retail boutiques.
Luis Moussali Mizrahi
Technical Committee Member
He is Vice President of the Grupo Vitracoat, a leading company in the manufacture of industrial coatings in the Americas, with plants in Mexico, North and South America. Mr. Moussali has 17 years of experience as a partner and investor in retail, industrial and office real estate projects. He holds an undergraduate degree in Financial Management from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM).
Isaac Becherano Chiprut
Technical Committee Member
Managing Partner of Grupo Inmobiliario Diana, a real estate company in the retail, office and residential segments; Founding Partner and CEO of Orotec International, a leading company in the manufacture of fine jewelry in Mexico; Managing Partner of Becherano y Asociados, S.C., financial advisory and business planning firm and founding partner and member of the Board of Directors of Sunny Fields, a company dedicated to protected high-tech agroindustry focused on the export market. Mr. Becherano has a degree in public accountancy from the Universidad Anáhuac del Norte.
Alberto Zaga Hop
Technical Committee Member
Founder of Textiles Electrónicos, one of the largest textile companies in Mexico and which he currently owns. Mr. Zaga is treasurer of the Comunidad Monte Sinaí Judía de México, as well as a member of the Mexico City Chamber of Textile Industry. During his business career he has also been a board member of several banking and financial institutions, such as Multibanco Mercantil de México and BBVA Bancomer. Mr. Zaga studied Business Administration.
Lino de Prado Sampedro
Technical Committee Member
Has participated in the promotion and development of various successful textile projects in Mexico with Grupo Inditex (Zara) and its various brands, and is Chairman of the Board of Directors of Zara México. He is also a partner in Recórcholis, a family entertainment company, and El Bajío, a restaurant chain. Mr. Prado holds a degree in Public Accountancy from the Escuela Bancaria y Comercial.
Adolfo Kalach Romano
Technical Committee Member
For sixteen years Mr. Kalach headed textile production in four companies of Grupo Kaltex, a company engaged in various segments of the textile business; he is Founding Partner of Avante Textil, where he has served as Director of Fabric and Finishing for 13 years; and he has extensive experience in the real estate sector, where since 1984 he has lead promotion, construction and administration of triple-A distribution centers, with approximately a million square meters built. In 2004 he entered the hotel industry and has participated in construction of properties covering approximately 62,000 square meters. He holds a degree in Public Accountancy from the Universidad Iberoamericana.
Francisco Gil Díaz
Independent Technical Committee Member
President of Telefónica México, a global telecommunications company, and head of Avantel, a Mexican telecommunications company. Mr. Gil Díaz has held several key positions in the Mexican public sector, including Minister of Finance and member of the Board of Governors of Banco de México. In 2005 he was recognized as “Finance Minister of the Year for the Americas” by The Banker (a publication of Financial Times). He is an independent board member of BBVA, of Bolsa Mexicana de Valores, and also sits on the board of Chrysler de México and SSA, a port administration company with various facilities in Mexico. He has been a lecturer at the Instituto Tecnológico Autónomo de México (ITAM), where he is Professor Emeritus and was awarded an honorary doctorate; at the Universidad Iberoamericana, Colegio de México, and the Universidad Nacional Autónoma de México. He has spoken at conferences at various universities and international gatherings, and he has published extensively on matters of economy in internationally circulated books and journals. Mr. Gil Díaz holds an undergraduate degree in Economics from ITAM and a Master’s Degree and Doctorate from the University of Chicago.
Antonio Chedraui Obeso
Independent Technical Committee Member
A Mexican businessman who since 1965 has held the position of Managing Director, and since 1988 Chairman of the Board of Directors, of Grupo Comercial Chedraui. He has also been Chairman of the Board of Directors of the National Association of Supermarkets and Department Stores (ANTAD). Over the course of his business career he has been a board member of various banking and financial institutions, including Banamex, Banco BCH, Bancomer, Banca Serfin, Banco de Oriente, Operadora de Bolsa and Grupo Financiero Inbursa. He is currently a board member of some private companies. Mr. Chedraui studied Business Administration of the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM), rounding out his business training with various executive development programs, particularly High-Level Management at the Instituto Panamericano de Alta Dirección de Empresas, Liderazgo y Productividad at Colegio de Graduados.
Pilar Aguilar Pariente
Independent Technical Committee Member
Pilar Aguilar Pariente is independent board member and investor in high-growth companies. She sits on the board as an independent member of other public and private firms in Mexico. In the venture capital field she has been angel investor and members of various investment committees. She began her career in consulting, working at McKinsey & Company as project partner for the Mexican and Brazilian energy and transportation industries, and for Bain and Company as Talent Development Director. Between 2011 and 2016 she directed Endeavor México, an organization focused on promoting the growth of the Mexican economy through the support of high-impact entrepreneurs. She has co-authored four books on entrepreneurs, The new face of Mexico, and worked with IPADE on a book entitled “Doing well and doing good.” She has bee a speaker and panelist at the Women’s Forum Global Meeting and TEDx, among others. Since 2018 she has been a member of the jury for the EY Entrepreneur of the Year Award in Mexico.
Ms. Aguilar holds an undergraduate degree in Chemical Engineering from the Universidad Iberoamericana and a Master’s in Business Administration (MBA) from the University of Texas at Austin.
(102-23)
David Daniel Kabbaz Chiver is chairman of the Technical Committee but holds no post in company management.
The Technical Committee met four times during the year, with an attendance rate of 90%. During these meetings, members learned about sustainability challenges and progress at Fibra Danhos, and decided on the strategies needed to bolster our capacities for stable development, selective acquisition and cash distribution, all toward the goal of providing attractive long-term yields to our CBFI holders.
The Technical committee is supported by five sub-committees: Audit, Nominations, Corporate Practices, Innovation, and ESG, all which contribute to the strategic management of Fibra Danhos. Their extensive understanding and broad knowledge of the industry enable our company to grow and operate a portfolio of iconic, premier-quality buildings.
| Audit Committee | Nominations Committee | Practices Committee | Innovation Committee | ESG Committee (102-19, 102-20) |
|---|---|---|---|---|
| Our Technical Committee is in charge of appointing the Chairman and members of the Audit Committee. The Audit Committee consists of three independent members: Francisco Gil Díaz, Pilar Aguilar Pariente and Antonio Chedraui Obeso. | Among the responsibilities of the Nominations Committee are seeking, analyzing and assessing candidates for election or appointment as independent members of our Technical Committee. The Nominations Committee has five members, three of them independent: Salvador Daniel Kabbaz Zaga, David Daniel Kabbaz Chiver, Pilar Ma. Aguilar Pariente (Independent), José Antonio Chedraui Obeso (Independiente) and Francisco Gil Díaz (Independent). | Our Technical Committee is in charge of appointing the Chairman and members of the Practices Committee; it is also responsible for adopting resolutions by majority vote. In compliance with regulations, the committee consists of three independent members: José Antonio Chedraui Obeso, Francisco Gil Díaz and Pilar Aguilar Pariente. | Recently created, its aim is to establish greater communication with our investors regarding innovation and development issues. It has four members: Salvador Daniel Kabbaz Zaga, Jorge Serrano Esponda, Jonathan Cherem Daniel and Elías Mizrahi Daniel. | The Committee is in charge of managing environmental and social risk. It is made up of the following members: Blanca Estela Canela Talancón, Jonathan Cherem Daniel, Roberto Hernández Murillo, Fernando de Corcuera, Miriam A. García Rodríguez and David Goldberg (Independent). |
| 100% independent | 60% independent | 100% independent | 16% independent |
(102-28)
The highest governance body for evaluating the Fibra’s performance is its Technical Committee, supported by the Audit Committee. The CBFI holders’ Meeting may request information of the Committee when necessary to make decisions. This process is buttressed by an evaluation by the Fibra’s external advisors, who identify strengths and areas of opportunity to ensure our operations are carried out under optimum conditions.
(102-35. 102-36. 102-37, 102-38, 102-39)
By policy, compensation for the three independent board members is determined on the basis of their experience and knowledge. On this basis, each of these three board members receives compensation of $400,000 pesos per year, plus $100,000 pesos for every one of the annual meetings they attend.
The annual compensation of our CEO, who also serves as a partner in its external advisory firm, is established in a Consulting and Strategic Planning agreement. The advisory fee is set at 1% of the book value of the Fibra’s properties and paid on a quarterly basis, a portion of it in CBFIs, using the VWAP (volume average weighted price) of the corresponding period. The control group holds 38% of the CBFI, which is a high percentage on the market and encourages an alignment of interests and decision-making.
No government institution owns more than 5% of the CBFI with voting rights.
Compensation for the Administrative Director of Fibra Danhos is $551,550 pesos per month, and for each independent member of the Technical Committee it is $400,000 pesos per month.
