MEXICO Law and Practice Contributed by: Pablo Perezalonso Eguía, Isabel Ortiz-Monasterio Borbolla and Alejandro Mosqueda Pérez, Ritch, Mueller y Nicolau, S.C.
ments aim to ensure sound management, opera - tional efficiency, and compliance with legal and ethical standards. Statutory and Regulatory Requirements 1. Board of directors • Banks must have a board comprising a mini - mum of five and a maximum of 15 directors. • A majority of directors must be Mexican residents, though not necessarily Mexican nationals. • At least 25% of board members must qualify While Mexican law does not mandate specific positions or bodies, the CNBV expects certain roles to appear in a bank’s organisational chart. These positions, which support operational and compliance obligations, typically include: • Chief Executive Officer (CEO) – appointed by the board of directors, the CEO oversees operations and establishes administrative units. • Chief Financial Officer (CFO), Chief Legal Officer, and Human Resources Manager – key roles supporting financial, legal, and person - nel management. • Credit Manager – presides over the Credit Committee and ensures compliance with credit origination protocols. as independent directors. 2. Organisational structure • Head of Credit Control Area – oversees inde - pendent credit control functions to guarantee proper credit origination processes. • Chief Accountant and Financial Comptroller – signs financial statements and fulfils account - ing obligations. • Head of the Integrated Risk Management Unit (UAIR) – appointed by the Risk Commit -
tee, responsible for managing the bank’s risk exposure. • Internal Auditor and Director of Internal Control – ensure independent and effective internal audits and controls. • Anti-Money Laundering Compliance Officer – manages and enforces regulatory mecha - nisms to prevent money laundering. • SPEI Compliance Officer – required for par - ticipation in the Mexican Payments System (SPEI). • Chief Information Security Officer (CISO) – responds to information security requirements set by authorities. • Derivatives Brokers – banks trading financial derivatives must have at least two trained brokers. Qualifications for Key Positions Persons appointed to key roles must meet strict qualifications, including the following. • Be a resident of Mexico. • At least five years of experience in high-level decision-making in financial or administrative matters. • Integrity, creditworthiness, and compliance with credit obligations. • No involvement in inspection or oversight functions, pending litigation against the bank, or bankruptcy proceedings. • Awareness of rights and obligations tied to the role. Diversity and Voluntary Codes While there are no formal diversity quotas in Mexican banking regulation, the inclusion of independent directors fosters a balance of per - spectives on the board. Many banks voluntarily implement diversity and inclusion initiatives to align with global corporate governance trends.
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