MEXICO Law and Practice Contributed by: Allan Kaye Trueba, Mariana Santillán Trejo and Rebeca Sanchez, Aziz & Kaye Abogados, S.C.
In publicly listed companies, the chair of the board may suggest the members to be appoint - ed as members of the company’s committees, on the understanding that the chair of the board of directors cannot be chairperson of any of the committees. Private companies are not required to have a board secretary. However, a secretary (who may or may not be a member of the board) is usually appointed, and is in charge of keeping corporate records and issuing certificates on shareholding structure or other corporate information. In an SAPIB, the secretary of the board of direc - tors must certify the company’s shareholding structure if the company would like its shares registered on the stock exchange. In an SAB, the board of directors must appoint a secretary who is not a member of the board of directors but who must comply with most of the obligations and duties applicable to the mem - bers of the board. The secretary must review and confirm that the shareholders are duly rep - resented at shareholders’ meetings, and must certify the authenticity or truthfulness of certain corporate documents that must be filed before the securities authorities. 4.3 Board Composition Requirements/ Recommendations Even when there are no specific requirements for the composition of a private company’s board of directors, the Code for Best Corporate Gov - ernance Practices issued by the Mexican Busi - ness Council ( Consejo Coordinador Empresari- al ) updated as of February 2025, recommends appointing no less than three and no more than fifteen members.
In addition, for private companies, the Code suggests that: • the board includes committees that aid the board in making decisions on auditing; evalu - ation and compensation; finance and plan - ning; and risk and compliance; • an uneven number of board members be maintained; • no alternate members be appointed but, if necessary, the principal member should participate in the selection process of its cor - responding alternate; • at least 25% of the members of the board be independent; • for the roles of general director and president of the board of directors different individuals be appointed; • the independent member(s) provide a state - ment regarding their compliance with inde - pendency requirements and reveal potential conflicts of interests; • at least every four years, an independent consultant prepares a performance assess - ment of the board and of each board member individually; • the company sets forth guidelines for the retention and succession of board members, with special focus on independents; and • women be included. 4.4 Appointment and Removal of Directors/Officers Those who are legally disqualified from engag - ing in commercial activities may not serve as members of the board. Additionally, for publicly listed companies, no person who has held the position of external auditor of the company (or any of the entities of its corporate group) during the 12 months immediately preceding the date of appointment can be appointed as a member of the board of directors.
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