MEXICO Law and Practice Contributed by: Allan Kaye Trueba, Mariana Santillán Trejo and Rebeca Sanchez, Aziz & Kaye Abogados, S.C.
tors. See 5.3 Shareholder Meetings for further information. The board of directors in a private company usually resolves on the granting of powers of attorney, the approval of the annual report that will be presented to the shareholders’ meeting, approval of transactions, and appointment of the company’s high-ranking officers. The board of directors in publicly listed compa - nies must approve, among other matters (and with the prior approval of the appropriate com - mittee) the policies and guidelines for the use of the company’s (and its subsidiaries’) assets by related parties, transactions with related parties, unusual transactions or transactions exceeding certain thresholds, policies for the granting of any loan, financing or guarantee, accounting policies, engagement of external auditors, and guidelines for internal control and internal audit. The board of directors does not have the author - ity to approve any matter that the law reserves for the approval of the shareholders’ meeting, such as those reserved for extraordinary meet - ings that are detailed in 5.3 Shareholder Meet- ings . However, there may be exceptions for publicly listed companies, such as the authority that may be delegated to the board of directors to increase and reduce the SAB’s or SAPIB’s capi - tal stock. 3.3 Decision-Making Processes These bodies generally make their decisions at meetings, subject to specific rules. See 5.3 Shareholder Meetings for details on the rules applicable to the shareholders’ meetings.
Unless a higher percentage is set in the com - pany’s by-laws, meetings of boards of directors’ are considered legitimate when at least 50% of the board members are present, and resolu - tions are considered legitimate when approved by majority vote. Unless the by-laws state oth - erwise, the president of the board has a cast - ing vote in the event of a tie. If allowed by the company’s by-laws, the members of the board of directors may approve decisions outside of a meeting, if their resolutions are unanimous and confirmed in writing. The board of directors is comprised of two or more members appointed by the shareholders’ meeting, and will include at least a chair from this managing body. The General Law of Business Companies does not set forth a maximum number of members for the board of directors, or any independence requirements. The number of members of the board of directors must be stated in the com - pany’s by-laws. 4. Directors and Officers 4.1 Board Structure See 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares for details on the board structure of publicly listed companies. 4.2 Roles of Board Members The board of directors has a chairperson and, in certain cases, a secretary. Besides having a casting vote, the chair is authorised to represent the board in the execu - tion of acts (if no delegate has been appointed with this purpose).
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