MEXICO Law and Practice Contributed by: Allan Kaye Trueba, Mariana Santillán Trejo and Rebeca Sanchez, Aziz & Kaye Abogados, S.C.
Code, from the traditional social action that aims at protecting the company’s assets pursuant to Articles 161 and 163 of the General Law of Busi - ness Companies. While this decision significantly strengthens shareholder or partner protection and access to justice, it simultaneously creates new liability risks for individuals serving as directors or board members of Mexican companies. 2.2 ESG Considerations Mexico has recently strengthened its ESG frame - work. Following the December 2023 amendment to the Securities Market Law that authorised the Ministry of Finance and Public Credit to issue provisions on sustainable development, the Mexican Council for Financial Information and Sustainability Standards (CINIF) published the Sustainability Information Standards (NIS A-1 and NIS B-1) in 2024. Subsequently, on 28 Janu - ary 2025, amendments to the General Provisions for Securities Issuers ( Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores ) were published, requiring issuers to prepare and disclose sustainability information following the IFRS Sustainability Disclosure Standards (IFRS S1 and IFRS S2) issued by the International Sus - tainability Standards Board (ISSB). The January 2025 amendments require issuers to submit a Sustainability Report that discloses information about sustainability-related risks and opportunities that could reasonably be expected to affect their cash flows, access to financing, or cost of capital in the short, medium, or long term. The report must include informa - tion on governance, strategy, risk management, and related metrics and objectives. The obliga - tion to submit these reports begins in 2026 (with
regards to the annual information corresponding to 2025). Furthermore, on 1 January 2025, an amend - ment to the General Provisions on Insurance and Bonds ( Circular Modificatoria 2/24 de la Única de Seguros y Fianzas ) came into effect, which requires insurance and bonding institutions in Mexico to incorporate ESG criteria in their investment decisions and asset-management practices. These entities must now include such criteria in their investment policies. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management The main bodies involved in the governance and management of a corporation are the sharehold - ers’ meeting and the board of directors. Certain companies may also have committees that aid the company’s managing body (eg, Auditing and Corporate Practices Committees). Such committees are mandatory for publicly listed companies, as discussed in 1.3 Corpo- rate Governance Requirements for Companies With Publicly Traded Shares . For private companies, statutory auditors also play an important role in monitoring the activities of the company’s management body. 3.2 Decisions Made by Particular Bodies The general shareholders’ meeting is the most important corporate body within a corporation. It may approve and ratify all acts and operations of the company, and its resolutions are carried out by the person specifically appointed for this purpose or, in the absence of such an appointee, by the sole manager or by the board of direc -
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