MEXICO Law and Practice Contributed by: Fernando Hernández G., Elvia Ríos Saldaña, Ana Karen Inzunza Sánchez and Luis Andrés Estrada Intriago, Vázquez Aldana, Hernández Gómez & Associates (VAHG)
4.2 Role of Shareholders The day-to-day management of the company is entrusted to the management body, while sharehold - ers participate indirectly through the shareholders’ meeting. In this sense, shareholders do not intervene in the operation or ordinary course of business, but rather in the decision-making process on significant matters, such as the appointment of directors and the approval of financial statements, among others. Shareholders do not have the authority to directly instruct the company or its directors to act in a par - ticular manner. However, certain guidelines may be established through resolutions of the shareholders’ meeting or, where applicable, through a sharehold - ers’ agreement, in order to regulate the approval of specific matters depending on their relevance or eco - nomic value. Additionally, shareholders’ corporate rights may be exercised in proportion to their shareholding, includ - ing, among others, the ability to call shareholders’ meetings, bring liability actions, or influence strategic decision-making where certain ownership thresholds are met, in accordance with applicable law and the provisions of the by-laws. From a corporate governance perspective, while shareholders are not subject to the same fiduciary duties as directors, they are expected to exercise their corporate rights in an informed and diligent manner, particularly when attending shareholders’ meetings, voting on material matters, appointing directors, and reviewing the company’s financial information. In the case of an S.A.P.I., it is possible to establish mechanisms that influence decision-making, such as veto rights, reserved matters or prior approval require - ments for certain actions. However, such mechanisms must not contravene applicable legal provisions or undermine the powers of the management body. In a publicly traded company (S.A.B.), direct share - holder involvement in management is even more lim - ited, favouring a corporate governance framework in which the board of directors and its committees play a central role, with an emphasis on investor protection and transparency in decision-making.
4.3 Shareholder Meetings Mexican corporate law requires the holding of at least one annual ordinary shareholders’ meeting to approve the financial statements, review the company’s man - agement and, where applicable, resolve on the dis - tribution of profits. Such meeting must be held at the company’s registered office within the first four months following the end of the financial year. Ordinary, Extraordinary and Special Shareholders’ Meetings The law distinguishes between ordinary, extraordinary and special shareholders’ meetings. Ordinary meet - ings address matters relating to the company’s regular management; extraordinary meetings resolve struc - tural matters, such as amendments to the by-laws, increases or reductions of share capital, or mergers; and special meetings are held when the approval of a specific class of shareholders is required in relation to actions affecting their rights. Notice of the Meeting The notice of a meeting is, in principle, issued by the management body or, as applicable, by the statutory examiner. Additionally, shareholders representing at least 33% of the share capital may request that a meeting be convened and, in certain circumstances, may petition the competent court to order its con - vening. Additionally, on an exceptional basis, the holder of a single share may request the convening of a shareholders’ meeting when no meeting has been held for two consecutive fiscal years or when man - datory matters have not been addressed. The notice must include the agenda and be issued in accordance with the by-laws; in the case of stock corporations, it must be published in the electronic system maintained by the Ministry of Economy (Publications System for Commercial Companies – PSM). Shareholders’ meet - ings may only resolve matters included in the agenda. Key Quorum and Voting Requirements For validity purposes, the L.G.S.M. establishes key quorum and voting requirements. Ordinary meetings generally require the presence of a majority of the share capital on first call, while extraordinary meetings are subject to higher quorum and voting thresholds. Resolutions are adopted by a majority of votes, unless the law or the by-laws require a qualified majority.
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