Board of Directors

The Board of Directors is the highest body in charge of supervising GFNorte’s business, and is responsible of taking necessary actions to ensure adequate Corporate Governance; thereby protecting shareholders’ interests of, clients, employees, suppliers and the communities it serves.

The Board of Directors for the fiscal year 2024 was appointed and approved during the Annual General Shareholders' Meeting held on April 29, 2024. Being comformed by 13 members, 8 of them are Independent.

The independence of the Board of Directors is supported by the individual signature of each one expressed in the Independence Statement.

Executive Board 2024

Carlos Hank González Chairman and Regular Director
Category: Patrimonial

Board member since: October 2014

Committees:

Nominations – Chairman
Other Boards:

Gruma S.A.B. de C.V.

Bolsa Mexicana de Valores S.A.B. de C.V.

Grupo Televisa S.A.B.
Main Skills:

Banking:

Capital Markets

Corporate

Consumer

Government

Private

Strategy

Institutional Relations

Public - Regulatory

ESG / Sustainability

Professional Achievements

He currently acts as Chairman of the Board of Directors of GF Banorte, a position he has held since January 1, 2015.

In 1997 he was named Chief Executive Officer of Interacciones Casa de Bolsa; in 1999, Chief Executive Officer of Banco Interacciones; and in 2000, Chief Executive Officer of Grupo Financiero Interacciones (GFI). At the beginning of 2003, he became Deputy Managing Director of GF Banorte, and, at the end of the same year, he returned as Chief Executive Officer of GFI, placing it as a highly profitable financial group, specialized in state and municipal financing; additionally, he headed a successful public offer in 2013, which consolidated GFI as a public company with a growing liquidity in the stock market. He was also named Chief Executive Officer of Grupo Industrial Hermes in 2008, a company founded in 1978 with various business lines in infrastructure, energy, auto, transportation and, since 2013, tourism.

He holds a Bachelor’s Degree in Business Administration with a specialty in Finance by Universidad Iberoamericana.

Skills and knowledge

The Nominations Committee considers that Mr. Carlos Hank González possesses the adequate leadership, experience, qualifications, and merits to hold the position as Chairman of the Board of Directors. His commitment with the integral development of Mexico stand out.

Mr. Carlos Hank González provides to the Board of Directors an effective leadership and profound knowledge of the Company and its different divisions given his extensive experience within the Financial Group. His financial market knowledge stand out not only in the banking sector (private banking, retail banking or markets) but in his institutional work of representation amid different regulatory authorities due to his knowledge in government and public policy.

Some relevant abilities that Mr. Carlos Hank González provides to the Board of Directors not necessarily related to banking and among many others include: strategy, institutional relations, regulation or sustainability matters.
Juan Antonio González Moreno Regular Director
Category: Patrimonial
Board member since: April 2004

Committees:

Nominations - Member
Other Boards:

Gruma S.A.B. de C.V.
Main Skills:

Stratregy

Professional Achievements

He is the Chairman of the Board of Directors and Chief Executive Officer of Gruma and Gimsa. He has acted as Chief Executive Officer of Gruma Asia and Oceania, as well as Senior Vice-President of Special Projects for Gruma Corporation. He has been Chairman of the Board and Chief Executive Officer of CarAmigo United States, Vice-President of the Central and Eastern Regions of Mission Foods, and Chairman and Vice-President of Sales for Azteca Milling.

He holds a Bachelor’s Degree in Business Administration by Universidad Regiomontana and has a Master’s Degree in Business Administration (MBA) by the University of San Diego in California.

Skills and knowledge

The Nominations Committee considers that Mr. Juan Antonio González Moreno possesses the adequate experience, qualifications and merits to hold a position as Director. His experience in business strategy stand out.

Mr. Juan Antonio González Moreno contributes to the Board of Directors with his experience in business management and leadership derived from a broad professional journey leading Gruma as well as a profound knowledge of the business sector both in the national market and in international markets, as well by being knowledgeable on the requirement to be a socially responsible company. Therefore GF Banorte has benefitted from his experience as a Director since 2004.
David Juan Villarreal Montemayor Regular Director
Category: Patrimonial

Board member since: October 1993

Committees:

N/A

Other Boards:

N/A

Main Skills:

Strategy

Professional Achievements

He currently acts as Chief Executive Officer and controlling shareholder of Artefactos Laminados, S.A. de C.V. He is currently Chairman of the Board of Directors and Deputy Managing Director of Inmobiliaria Montevi, S.A. de C.V. and Inmobiliaria Monyor, S.A. de C.V. He is the Regional Consulting Director of Banco Nacional de México, S.A. (Banamex) and Financial Director and Business Adviser in SISMEX, Sistemas Mexicanos, S.A. de C.V. Likewise, he acted as Deputy Manager of Operations from 1972 to 1990 at Artefactos Laminados.

He graduated as an Electric Mechanical Engineer from Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM), with a Master’s Degree in Automated Control Sciences by the same institution, having also participated in the Senior Management Program of Instituto Panamericano de Alta Dirección (IPADE).

Skills and knowledge

The Nominations Committee considers that Mr. David Juan Villareal Montemayor possesses the adequate experience, qualifications and merits to hold a position as Director. Mr. David Villareal Montemayor has experience in capital markets, banking sector (corporate, retail, private and digital banking) and has knowledge in government policies.

Mr. David Juan Villareal Montemayor provides to the Board of Directors a broad professional experience and profound knowledge on the industry in the Northeastern region of Mexico and the needs for its development, as well as in the Bank’s strategy; the aforementioned benefitting GF Banorte since 1993, when he joined the Board. His entry date, with the most seniority, entails a balance that complements the mandate vs more recent Directors. His seniority in the Board of Directors provides experience and knowledge and eases the arrival of newly appointed members.
José Marcos Ramírez Miguel Regular Director
Category: Related – Chief Executive Officer

Board member since: April 2015

Committees:

Risk Policy - Member

Nominations – Member
Other Boards:

Bolsa Mexicana de Valores, S.A.B. de C.V. (Alternate)
Main Skills:

Banking:

Capital Markets

Corporate

Consumer

Government

Private

Strategy

Professional Achievements

He is the Chief Executive Officer of GF Banorte since November 2014. He joined GF Banorte in 2010, acting for four years as Managing Director of Wholesale Banking and of Casa de Bolsa Banorte Ixe. Likewise, since 2011 up to the present date, he has been a member of the Board of Directors of the Financial Group. Throughout his more than 30 years of experience in the financial sector, he has held various upper management positions. During his 11 years at Santander México, he worked as Managing Director of Finance, Managing Director of Wholesale Banking, Chief Executive Officer of Casa de Bolsa Santander and Executive Vice-President of the Group. Additionally, he was President of the Mexican Association of Securities Intermediaries. Prior to that, Mr. Ramírez Miguel also acted as Director of Investment Banking and Financial Managing Director at Nacional Financiera, Vice-President of Banque Nationale de Paris in New York, Head-Trader of domestic markets at Banque Indosuez México, Interdisciplinary Advisor at Peat Marwick México, Merger and Acquisition Projects Associate at Operadora de Bolsa and founder of Finventia (issuance of the first private Eurobond).

He holds a Bachelor’s Degree in Actuarial Sciences by Universidad Anáhuac, a Postgraduate Degree in Finance by Instituto Tecnológico Autónomo de México (ITAM), and a Master’s Degree in Business Administration (MBA) by ESADE in Barcelona.

Skills and knowledge

The Nominations Committee considers that Mr. José Marcos Ramírez Miguel possesses the adequate experience, qualifications and merits to hold a position as Director. His experience as Chief Executive Officer of the Financial Group stand out, as well as his experience in the securities markets, corporate banking, retail banking, private banking and his government and public policy knowledge.

He provides to the Board of Directors relevant broad strategic and administration abilities for the orderly growth of all financial entities of the Financial Group, possessing solid knowledge on financial matters.

Mr. José Marcos Ramírez Miguel forms an active part of the decentralized leadership of the Board. His wide knowledge of the Mexican banking market and his ample experience in high-responsibility positions in different banks, both in Mexico and abroad, make him the ideal candidate for a position in the Board.
Carlos de la Isla Corry Regular Director
Category: Related

Board member since: April 2020

Committees:

• Risk Policy - Chairman

Other Boards:

N/A

Main Skills:

Risk Management

Professional Achievements

He is Director of the Chairmans’ Office at Grupo Hermes. He was Managing Director of Risk and Credit Administration at GF Banorte, as well as Chief Financial Officer at Grupo Hermes from 2003 to 2014, holding responsibility of the industrial corporate office, including concession operations, the tourist industry, and the construction transportation industry. He was a member of the Board of Directors in the following Industrial Groups: Grupo Hermes, Cerrey, Hermer, La Peninsular, Codramsa, Controladora Playa Mujeres, Hermes Desarrollos Turísticos, Hermes Energía del Sureste, Grupo Transportes, among others. Additionaly, he was a member of the Board of Directors in the companies of Grupo Financiero Interacciones and acted as Chairman for the Credit Committee at Banco Interacciones. He also acted as Chairma of the Risks Committee in the Financial Group and was a member of the Auditing, Compensations and Corporate Practices Committees within the aforementioned company.

He is an Electronics and Digital Systems Engineer by Universidad Nacional Autónoma de México (UNAM) and has a Master’s Degree in Business Administration (MBA) by the University of Texas at Austin.

Skills and knowledge

The Nominations Committee considers that Mr. Carlos de la Isla Corry possesses the adequate experience, qualifications and merits to hold a position as Director. His experience in risk and credit administration stand out and he also brings an ample knowledge on the securities markets, the banking sector (corporate banking, retail banking, private banking and digital banking), and his knowledge in government and public policy.

Mr. Carlos de la Isla Corry was Managing Director of Risk and Credit Administration at GF Banorte; therefore, he is a key player for the Group’s strategy on this matter. His contributions to the Board of Directors consist of recommendations for the integral risk management and the greater financing development of specific sectors, derived from his position as Chairman of the Risk Policy Committee.
Alicia Alejandra Lebrija Hirschfeld Independent Regular Director
Category: Independent

Board member since: April 2022

Committees:

Auditing & Corporate Practices - Member
Other Boards:

N/A

Main Skills:

Institutional Relations

ESG / Sustainability

Professional Achievements

She is currently the Chief Executive of Fundación Televisa, a position she was appointed to in 2011.

She founded several programs, such as Bécalos, which has benefitted more than 500 thousand students and teachers. Additionally, she has helped more than 2.5 million children and young adults through technological programs for education and has worked on the Tecnolochicas and Cuantrix program, focused on closing gender gaps.

She was an Economics Professor at ITAM in 1994 and was appointed Director of International Relations in 1996 in that same institution. She left the academic field at ITAM in 2006 to become Director of Education at Fundación Televisa.

She was founder and director of the Insititute for European Integration Studies, a joint program developed between the European Commission and ITAM (January 1999 - December 2000); Scholar Director (August 1995 - August 1996) and Professor of the Economics Department (January 1994 - January 2003). At the Economics Research (CIDE), she was a Visiting Professor of the International Studies Department at the Center for Economic Research and Teaching (CIDE) (January – June 2000). Additionally, she was a Visiting Professor at Instituto Matías Romero in the Ministry of Foreign Affairs (April 1995 - June 1997), and a Research Assistant at the Center for Economic Analysis and Research (CAIE) (January – December 1989).

She has a Bachelor’s Degree in Economy by Instituto Tecnológico Autónomo de México. She has taken several courses at the: Northwestern Kellog School of Management Executive Programs – Corporate Governance: Effectiveness and Accountability in the Boardroom (2019) and Harvard Business School Executive Program – Making Corporate Boards More Effective (2017).

Skills and knowledge

The Nominations Committee considers that Ms. Alicia Lebrija Hirschfeld possesses the adequate experience, qualifications and merits to hold a position as Director. Her abilities regarding International Relations and ESG/Sustainability particularly stand out, providing recommendations to the Board of Directors on those matters.

Likewise, her participation in the Auditing and Corporate Practices Committees of GF Banorte, Banco Mercantil del Norte, Seguros Banorte and Pensiones Banorte provides her the opportunity to promptly follow up on various important matters of the Company and to explain to the other Directors the particular topics to be discussed and approved during the meetings with the Board of Directors.
Clemente Ismael Reyes Retana Valdés Independent Regular Director
Category: Independent

Board member since: April 2021

Committees:

Auditing & Corporate Practices- Member

Risk Policy- Member
Other Boards:

Grupo Comercial Chedraui S.A.B. de C.V.

Bolsa Mexicana de Valores S.A.B. de C.V.
Main Skills:

Banking:

Capital Markets

Corporate

Private

Risk Management

Audit & Internal Control

Finance

Professional Achievements

He is a Managing Partner at Reyes Retana Consultores, S.C. since February 2008, having been an advisor to Grupo Bal, Indeval, Envases y Laminados, GNP Seguros and other companies related to real estate development, auto-financing, pharmaceutical, manufacturing and communications technology. He has acted as an independent professional director and Chairman of the Auditing and Corporate Practices Committees at various industries, among which stand out: the Mexican Stock Exchange and Grupo Comercial Chedraui. Previously, he was a Deputy General Director at Invex Grupo Financiero, S.A.B. de C.V. for 17 years and Executive Director of Promotion and of Administration and Finance at Interacciones Casa de Bolsa from 1984 to 1990.

He has a Bachelor’s Degree in Actuarial Sciences by Universidad Nacional Autónoma de México.

Skills and knowledge

The Nominations Committee considers that Mr. Clemente Ismael Reyes Retana Valdés possesses the adequate experience, qualifications and merits to hold a position as Independent Director. His experience in stock markets, corporate banking and private banking particularly stand out, as well as his abilities regarding risk management, auditing and internal control and finance, mainly due to his prior experience at Banco Invex and at Invex Casa de Bolsa, help provide recommendations to the Board of Directors regarding such matters.

Likewise, his participation in the Supporting Committees to the Board of Directors (Auditing and Corporate Practices Committee and Risk Policy Committee) and in the Board of Directors of Seguros Banorte, Pensiones Banorte, Casa de Bolsa Banorte, Operadora de Fondos Banorte, Arrendadora y Factor Banorte and Almacenadora Banorte provide him the opportunity to promptly follow up various important matters of the Company and to explain to the other Directors particular topics that must be discussed and approved during the meetings with the Board of Directors .
Mariana Baños Raynaud Independent Regular Director
Category:

Independent Member

Board member since:

April 2023

Committees:
N/A

Other Boards: N/A

Main Skills:

Risk Management

Audit & Internal Control

Finance

Strategy

Human Resources

Institutional Relations

Legal & Compliance

Public - Regulatory

ESG / Sustainability

Social Impact

Gender

DEI

Strategy Design and Creation

Professional Achievements

She is the founder and Chief Executive Officer of Fundación Orígenes, an integral platform for women in vulnerable situations, that offers human and economic development programs help break the violence cycle and decrease poverty in Mexico through: (i) the Pro Ayuda a la Mujer Program, which provides confidential psychological services as well as legal and medical advice; (ii) the Casa Origen Program, which has community centers in five states of Mexico to treat women in an integral and physical manner; and (iii) promote women entrepreneurship by helping them in the creation of products and their marketing through the foundation. Likewise, the foundation promotes human and women’s rights.

She holds a Bachelors’ Degree of Art History by Universidad Iberoamericana.

Skills and knowledge

The Nominations Committee considers that Ms. Mariana Baños Reynaud possesses the adequate experience, qualifications, and merits to hold a position as Proprietary Independent Member. Her abilities in social sustainability issues, human rights, strategy design, project management, social impact, alliance building, emotional health, ESG, gender, and DEI stand out.

The contributions that she shall provide to the Board of Directors are her knowledge on vulnerable sectors and how to develop the Group’s development via financing.
Federico Carlos Fernández Senderos Independent Regular Director
Category:

Independent Member

Board member since:

April 2023

Committees: N/A

Other Boards:

Grupo Comercial Chedraui S.A.B. de C.V.

Grupo KUO, S.A.B. de C.V.

Grupo Dine, S.A.B. de C.V.

Main Skills:

Finance

Strategy

Human Resources

Institutional Relations

Professional Achievements

He is the Founder and Chief Executive Officer of Grupo SIM, a company dedicated to provide integral solutions in medical equipment, specialized services, qualified personnel, and information technologies to improve medical attention; including Grupo SIM’s subsidiaries, such as AVANT SOFOM (created in 2004); SEAC Back Office Operator (created in 2005); and SIM-A Investment Fund for Seed Capita (created in 2010). Adittionally, he is an Independent Regular Director of Grupo Comercial Chedraui, Related Regular Director of Grupo Kuo, and Patrimonial Regular Director of Grupo Dine.

He holds a Bachelor’s Degree in Business Administration from Universidad Anáhuac and a Master’s Degree from IPADE.

Skills and knowledge

The Nominations Committee considers that Mr. Federico Carlos Fernández Senderos possesses the adequate experience, qualifications, and merits to hold a position as Independent Regular Director. His experience at Grupo SIM and its subsidiaries, companies that develop top of the line medical equipment, information technologies for medical attention, financing and capital seed investments, as well as his experience in business strategy gained through his participation in public companies such as Grupo Chedraui, Grupo Kuo, and Grupo Dine, particularly stand out.

The contributions that he shall provide to the Board of Directors include his knowledge on the health sector and the development of information technologies.
David Peñaloza Alanís Independent Regular Director
Category: Independent

Board member since: April 2019

Committees:

N/A

Other Boards:

Promotora y Operadora de Infraestructura S.A.B. de C.V.
Main Slilss:

Audit & Internal Control

Strategy

Professional Achievements

He is currently the General Director and Chairman of the Board of Directors of Promotora y Operadora de Infraestructura, S.A.B. de C.V. (PINFRA), positions he has held since 2001 and 2013, respectively. He previously worked at Société Générale, GBM and Serfin.

He holds a Bachelor’s Degree in Public Accounting by Universidad Anáhuac and has a Postgraduate Degree in Business Administration by Harvard University.

Skills and knowledge

The Nominations Committee considers that Mr. David Peñaloza Alanís possesses the adequate experience, qualifications and merits to hold a position as Independent Director. His experience in business infrastructure, administration and strategy, accounting and audit and internal control stand out.

His contributions to the Board of Directors would include his opinions on the needs of national infrastructure development as well as the development of business strategies to promote its growth.

Mr. David Peñaloza Alanís provides great value to the Board especially because of his experience in infrastructure, administration and accounting and auditing and internal control matters; complementing and enriching the debate at the center of the Board.
José Antonio Chedraui Eguía Independent Regular Director
Category: Independent

Board member since: April 2015

Committees:

Nominations – Member
Other Boards:

Grupo Comercial Chedraui S.A.B. de C.V.

Grupo Televisa S.A.B.
Main Skills:

Strategy

Human Resourdes – Remuneration

Institutional Relations

Professional Achievements

He currently is the Chief Executive Officer of Grupo Comercial Chedraui. Additionally, he has acted as Commercial Director and as Chief Executive Officer of Comercial Las Galas. Likewise, he participates in Fundación Chedraui, Young Presidents Organization and México Nuevo.

He holds a Bachelor’s Degree in Accounting and Finance by Universidad Anáhuac.

Skills and knowledge

The Nominations Committee considers that Mr. José Antonio Chedraui Eguía possesses the adequate experience, qualifications, and merits to hold a position as Independent Director. His experience in business administration and strategy, as well as in retail sales and foreign trade particularly stand out.

His contributions to the Board of Directors include his opinion based on his knowledge of risk administration, accounting, information technology, human resources, institutional relations, as well as national market needs and the development of business strategies to promote its growth.

The knowledge on retail markets and business that Mr. José Antonio Chedarui Eguía possesses, in addition to that on business administration and strategy fields, makes him a great asset for the Board of Directors.
Alfonso de Angoitia Noriega Independent Regular Director
Category: Independent

Board member since: April 2015

Committees:

Nominations – Member
Other Boards:

Grupo Televisa S.A.B.

Liberty Latin America Ltd.
Main Skills:

Risk Management

Audit & Internal Control

Finance

Strategy

Human Resources – Remuneration

Institutional Relations

Professional Achievements

He currently holds the position as Co-Chief Executive Officer and Chairman of the Finance Committee of Grupo Televisa, S.A.B. He has been a member of the Board and of the Executive Committee of the Company since 1997. Likewise, he was a member of the Board of Directors of Empresas Cablevisión, S.A. de C.V., Innova, S. de R.L. de C.V. (Sky), Cablemás Telecomunicaciones, S.A. de C.V., Operbes, S.A. de C.V. (Bestel), Televisión Internacional, S.A. de C.V. and Grupo Axo, S.A.P.I. de C.V., as well as that of The Americas Society. Additionally, he is the Chairman of the Fundación Kardias Trust and member of Fundación UNAM and of Fundación Mexicana para la Salud. Prior to joining Grupo Televisa, he was a founding partner of the law firm Mijares, Angoitia, Cortés y Fuentes, S.C. He acted as Executive Vice-President of Administration and Finance from 1999 to 2003. Also, he was a member of the Board of Grupo Modelo, S.A.B. de C.V. from 2005 to 2013 and of The American School Foundation from 2001 to 2010.

He holds a Bachelor’s Degree in Law by Universidad Nacional Autónoma de México (UNAM).

Skills and knowledge

The Nominations Committee considers that Mr. Alfonso de Angoitia Noriega possesses the adequate experience, qualifications and merits to hold a position as Independent Director. His experience in business administration and strategy, foreign trade, law and corporate governance stand out.

His contribution to the Board of Directors and to the Nominations Committee he belongs to is particularly highlighted by his experience as a lawyer, business manager and administrator. Additionally, his position as Director in other public companies such as Grupo Televisa makes him an expert in the operation and needs of a Board of Directors, including the importance of implementing best practices regarding corporate governance, the development of information technologies used in the telecommunications industry, risks management, internal control, human resources and institutional relations. Among other relevant abilities that should be noted by Mr. Alfonso de Angoitia Noriega to the Board of Directors, his knowledge of the financial sector (he has acted as the CFO of Grupo Televisa) as well as his strategic abilities (he has acted as Executive Vice-President and Co-CEO of Grupo Televisa).
Thomas Stanley Heather Rodríguez Independent Regular Director
Category: Independent

Board member since: April 2016

Comités:

Auditing Corporate Practices - Chairman

Risk Policy- Member

Human Resources - Member

Nominations- Member
Other Boards:

Gruma S.A.B. de C.V.

RLH Properties S.A.B. de C.V.
Main Skills:

Banking:

Capital Markets

Corporate

Risk Management

Strategy

Institutional Relations

Legal & Compliance

Professional Achievements

He is a current partner at Creel, García-Cuellar, Aiza y Enríquez, S.C., as well as a lawyer with over 40 years of experience, specialized in external financing, restructures, securities placement and corporate governance. During his career, he has been an Independent Director of several Boards of Directors and Chairman of the Auditing Committees of various Public Issuers and he was recently invited to participate as an independent member of the Auditing Committee of Banco de México. He is a founding member of the International Insolvency Institute and a member of the American College of Bankruptcy, of the Mexican Arbitration Academy and of the Business Coordinating Council (CEE), in charge of drafting the Best Corporate Practices Code of such Council. He has been a professor and has published several academic articles. Likewise, he acts as a member of the Advisory Board of the International Financial Institutions Program at Harvard University. He has acted as a Delegate before the United Nations Commission on International Trade Law (UNCITRAL).

He received his degree as an Attorney from Escuela Libre de Derecho, and has a Master’s Degree by the University of Texas at Austin – Master of Comparative Jurisprudence- Financial Law. Likewise, he has attended various courses by Universidad Panamericana and New York University.

Skills and knowledge

The Nominations Committee considers that Mr. Thomas Heather possesses the adequate experience, qualifications and merits to hold a position as Independent Director. His experience in the legal, regulatory and corporate governance areas stand out.

His contributions to the Board of Directors consist in recommendations regarding the capitals market, corporate banking, risk management, strategy, institutional, judicial and corporate governance relations. Likewise, his participation in the Supporting Committees to the Board of Directors (Auditing and Corporate Practices Committee, Risk Policy Committee, Human Resources Committee and Nominations Committee) and in the Boards of Directors of Seguros Banorte, Pensiones Banorte, Casa de Bolsa Banorte and Operadora de Fondos Banorte, provide him with the opportunity to promptly follow up on various important matters for the Company and to explain to the other Directors particular issues that must be discussed and approved during the meetings of the Board of Directors.

As an expert in judicial, regulatory, capitals market and corporate governance topics, Mr. Heather provides to the Board and to its Committees a special knowledge on the activities of the Financial Group, complemented by an ideal profile when debating under a risks control, legal compliance, corporate governance and ethical focus.
Héctor Ávila Flores Secretary

He has been Secretary of GFNorte's Board of Directors since April 2011. He holds a Bachelor's Degree in Law from Universidad La Salle, with a specialization in Finance Law from Instituto Tecnológico Autónomo de México (ITAM).

Currently, is GFNorte's Managing Director of Legal and has more than 13 years' experience in the Mexican financial system.

Board Members

Overview

Candidates for Board Members are evaluated by the Designations Committee and proposed for approval to the corresponding Shareholders’ Meetings.

A generational balance shall be sought among Board Members:

The members of the Board must exercise their experience and vision so that GFNorte’s business matters will be conducted in the best way possible, supported by the integrity, expertise and honesty of top management of the Institution and its subsidiaries, as well as consultants, advisors and external auditors hired for such a purpose.

The members of the Board shall attend the ordinary and extraordinary meetings to which they are summoned. If they have been nominated to take part in any of the Board Committees, they shall take part therein and participate in the analysis, follow-up and solution of the matters they are assigned.
Selection Criteria
Have recognized prominence in the business sector, in public or private institutions or in whichever profession they perform.

Be familiarized with the main regions where GFNorte does business.

Be people of well-known integrity and honesty, with a satisfactory credit history and have the capacity to earn the trust of the shareholders, the Board Members and Top Management.

Have a proven track record of sound and independent business judgment;

Have wide knowledge and expertise in finance, legal or management.

Have time availability to perform the role of a Board Member and to participate in the Committee requested.

*GFNorte’s Board Members that participate in the Board of Directors of controlling companies of other Financial Groups or financial entities belonging or not to the financial group, must reveal such situation to the Shareholders’ Meeting.
Restrictions

*Excepting its CEO and senior officers two hierarchical levels below that of the former.
Classification Criteria
Under no circumstance may any of the persons who fit the following descriptions be classified as Independent Board Members:

GFNorte’s or subsidiaries’ relevant senior officers, statutory auditors or any individuals who shall have held such positions for twelve months next preceding the date such designation is intended to be made.

Individuals who have a power of command in GFNorte or in any of the financial entities or Subholding.

Shareholders who are a part of a group of people that keeps control of GFNorte.

Any service providers, suppliers, debtors, creditors, partners, board members or employees of a company that is an important service provider, supplier, debtor or creditor of GFNorte.
A service provider or supplier is deemed to be important whenever its income from the Company represents more than 10% of its total sales, for twelve months prior to the designation date. Likewise, a debtor or creditor of the Company is deemed to be important whenever the credit amount exceeds 15% of GFNorte’s or its counterparty’s assets.

Employees of a civil foundation, partnership or company that receives material donatives from GFNorte or any of the financial entities or Subholding Companies comprising the Group.
Donatives that represent more than 15% of the aggregate donations received by the relevant civil foundation, partnership or company are considered material donatives.

Managing directors or senior officers of a company in which Board of Directors a Relevant Senior Officer participates.

Those who have a relationship by consanguinity, affinity or by marriage up to the fourth degree, as well as the spouses, common-law spouses of any of the individuals referred to in sections I to VI of this Article.
Service Period

Members of GFNorte’s Board of Directors are appointed on an annual basis by the corresponding Shareholders’ Meeting. The designation could be for defined terms of three years with the possibility of reelection.
Alternate Members
The Shareholders’ Assembly will be able to name an Alternate for each Proprietary Board Member, who will be part of the Board of Directors, only in cases of permanent or temporary absence of Proprietary Board Members.

Alternates for Independent Members, must also be independent.

Alternate Board Members will replace Proprietary Board Members in the order of their respective appointments; in case that the designated number of Alternate Board Members is less than the number of Proprietary Board Members, each Alternate Board Member will replace the corresponding Proprietary Board Member according to the order established.
Board Members’ Induction

Recently elected Board Members, by the Shareholders’ Assembly, receive an induction and orientation program, with presentations on GFNorte’s and subsidiaries’ acting framework for Members.
Independence Statement

In accordance to the regulation applied to the Independent Members of the Board of Directors of Grupo Financiero Banorte, S.A.B. de C.V. ("GFNorte") they must suscribed previous to their designation as a member of the Board of Directors, and once in a year, at the latest January 15th of the current year, a document where they declare that accomplish all the Independence Criteria.

See Document

Board of Directors

Overview

The Board of Directors is the highest body in charge of supervising GFNorte’s business, and is responsible of taking necessary actions to ensure adequate Corporate Governance; thereby protecting shareholders’ interests of, clients, employees, suppliers and the communities it serves.

Structure

GFNorte’s and Banorte’s Boards of Directors are comprised by 13 Proprietary Members, respectively, elected annually by the Shareholders’ Meeting.
Each Proprietary Member has his/her respective alternate.
The Alternate Member participates in the Board’s meetings with voice and right to vote in the event that the Proprietary Member is absent.
The Shareholder ́s Meeting of each entity will designate the person acting as Chairman of the Board of Directors.
In the absence of the Chairman, Proprietary Members will select among themselves the person who will preside the meeting.
The Secretary and Pro-Secretary will be designated by the General Shareholders’ Meeting or the Board of Directors, in the understanding that none of them will be part of the Board.

*Alternate Members are summoned to Board meetings in order to keep them informed on the evolution of such entities businesses.

GFNorte’s and Banorte’s Boards of Directors for 2024 approved by the Annual General Shareholders’ Meeting held in April 29, 2024, is comprised by 8 Independent Members and is integrated as follows:

Regular Directors⁽¹⁾
Carlos Hank González	Regular Director & Chairman
Juan Antonio González Moreno	Regular Director
David Juan Villarreal Montemayor	Regular Director
José Marcos Ramírez Miguel	Regular Director
Carlos de la Isla Corry	Regular Director
Alicia Alejandra Lebrija Hirschfeld	Independent Regular Director
Clemente Ismael Reyes Retana Valdés	Independent Regular Director
Mariana Baños Reynaud	Independent Regular Director
Federico Fernández Senderos	Independent Regular Director
David Peñaloza Alanís	Independent Regular Director
José Antonio Chedraui Eguía	Independent Regular Director
Alfonso de Angoitia Noriega	Independent Regular Director
Thomas Stanley Heather Rodríguez	Independent Regular Director

Alternate Directors⁽¹⁾
Graciela González Moreno	Alternate Director
Juan Antonio González Marcos	Alternate Director
Alberto Halabe Hamui	Independent Alternate Director
Gerardo Salazar Viezca	Alternate Director
Roberto Kelleher Vales	Independent Alternate Director
Cecilia Goya de Riviello Meade	Independent Alternate Director
José María Garza Treviño	Independent Alternate Director
Manuel Francisco Ruiz Camero	Independent Alternate Director
Carlos Césarman Kolteniuk	Independent Alternate Director
Humberto Tafolla Nuñez	Independent Alternate Director
Carlos Phillips Margain	Independent Alternate Director
Diego Martínez Rueda-Chapital	Independent Alternate Director

It was also approved to qualify the corresponding members’ independence as long as they did not fall within the restrictions outlined in the Law Regulating Financial Groups, in the Mexican Securities Market Law and in the Law for Credit Institutions.

⁽¹⁾ In accordance with Article Forty-nine of the Corporate bylaws and in the Article Thirty-eight of Banorte’s bylaws, Board Members of both entities are exempt from the obligation of providing a bond or monetary guarantee for backing their performance when carrying out their duties.

Additionally, the following were designated as:

Héctor Ávila Flores	Secretary of GFNorte’s and Banorte’s Board of Directors.

Remuneration

Set by GFNorte’s and Banorte’s Annual General Shareholders’ Meetings, usually held in April.
Faculties

Under the applicable Laws and Corporate bylaws that govern similar entities, the Board of Directors will have faculties that include but are not limited to:

1. Establish the general strategies of the Financial Group, as well as for the management, direction and business execution, Financial Entities and, as the case may be, Subholding Companies.

2. Oversee, through the Corporate Practices Committee, the management and direction of the Company, the Financial Entities and, as the case may be, Subholding Companies of which the Company has control, considering for that purpose the importance of the latter in the financial, administrative and legal standing of the Financial Group as a whole, as well as the performance of the Relevant Senior Officers, upon the terms of Articles 56 to 58 of the Law to Regulate Financial Groups.

3. Approve, upon prior opinion of the relevant Committee:

a. The policies and guidelines for the use by related parties of the assets that comprise the wealth of the Company and Financial Entities and of all the other individuals controlled by it.

b. The acts, individually, with related parties intended to be executed by the Company.

c. The acts executed either simultaneously or successively, which by virtue of their characteristics may be considered as a single operation and that are intended to be executed by the Company or Financial Entities members of the Financial Group or, as the case may be, by the Subholding Companies, within one fiscal year, whenever they are unusual or non-recurring or their amount represents, based on figures corresponding to the closing of the next preceding quarter, in any of the following events:

i. The acquisition or disposal of assets with a value equal to or higher than five percent of GFNorte’s consolidated assets.

ii. The granting of guarantees or the assumption of liabilities by an aggregate amount equal to or higher than five percent of GFNorte’s consolidated assets.

Investments in debt securities or in banking instruments are excepted from the foregoing, as long as they are made pursuant to the policies approved by the board of directors itself to such effect.

d. The appointment and, as the case may be, removal of the CEO of the Company and his comprehensive compensation, as well as the designation and comprehensive compensation policies of the other Relevant Senior Officers.

e. The policies for the granting of loans or any type of credits or guarantees to Related Parties.

f. The releases for a director, Relevant Senior Officer or person with a Power of Command to take advantage of business opportunities for himself or in favor of third parties corresponding to the Company, Financial Entities or, as the case may be, Subholding Companies.

g. The guidelines concerning internal control and internal audit of the Company and of Financial Entities or, as the case may be, Subholding Companies.

h. The accounting policies of the Company in compliance with the provisions of the Law to Regulate Financial Groups.

i. The financial statements of the Company.

j. The hiring of the legal entity that provides external audit services and, as the case may be, additional or supplementary services to external audit service.

4. Submit to the General Shareholders Meeting held by virtue of the closing of the fiscal year:

a. The reports referred to in Article 58 of the Law to Regulate Financial Groups.

b. The report prepared by the CEO pursuant to Article 59, section X, of the Law to Regulate Financial Groups, accompanied by the opinion of the external auditor.

c. The opinion of the Board of Directors on the contents of the report of the CEO referred to in subparagraph b) above.

d. The report referred to in Article 172, subparagraph B) of the General Law of Business Corporations containing the main accounting and information policies and criteria followed in the preparation of financial information.

e. The report on the operations and activities in which it shall have participated pursuant to the provisions of the Securities Market Law and the Law to Regulate Financial Groups.

5. Monitor the main risks to which the Company and Financial Entities members of the Financial Group and, as the case may be, Subholding Companies, are exposed, identified based on the information provided by the committees, the CEO and the legal entity that provides external audit services, as well as accounting, internal control and internal audit, registration, file or information systems, of the former and the latter, which may be done through the audit committee.

6. Approve information and communication policies with the shareholders and the market, and with the directors and Relevant Senior Officers, in order to comply with the provisions of the Law to Regulate Financial Groups.

7. Determine the corresponding actions in order to remedy the irregularities known to it and implement the corresponding corrective measures.

8. Establish the terms and conditions to which the CEO shall be subject in exercise of his authorities for acts of ownership.

9. Direct the CEO to publicly disclose the relevant events known to him.

10. Represent the Company before all kinds of individuals and legal entities and before administrative, judicial or other authorities.

11. Establish rules on the structure, organization, makeup, functions and authorities of the Executive Commission of the Board of Directors, the Regional Boards, the Internal Committees and labor commissions that may be deemed necessary; designate their members and establish their compensations.

12. Prepare its internal labor regulations.

13. Grant the powers-of-attorney it may deem appropriate to the officers of the Company or any other individuals, and revoke those which are granted and, pursuant to the provisions of the applicable laws, delegate their authorities to the CEO or any of them to one or several of the Directors or the Attorneys-in- Fact designated to such effect, to be exercised in the business and upon the terms and conditions stated by the Board of Directors.

14. Resolve on the acquisition, lien or transfer of shares owned by the Company, issued by other companies.

15. In general, it shall have all the authorities necessary to perform the management entrusted to it and, consequently, may perform all operations and legal and material acts which are directly or indirectly related to the corporate purpose.

16. Oversee the performance of the resolutions of Shareholders Meetings, which must be done through the committee that exercises the auditing authorities referred to in the Securities Market Law.
Sessions
Content

In each Board session,

The Board members may suggest topics to be included in the Board meeting agendas or as General Items, and also propose matters that were not included in the day’s Agenda but are considered relevant to be addressed at a later Board meeting.

Frequency

GFNorte’s Board of Directors meets at least quarterly, usually towards the end of the month following the end of each natural quarter.

According to GFNorte’s By-laws, it is possible to summon a Board’s session by agreement of the Chairman of the Board, the Chairman of the Audit and Corporate Practices Committee or 25% of the Board Members, in the event that a matter requiring immediate and urgent attention arises. Any Board Member may request postponing a session when it has not been summoned in accordance with the terms of the By-laws or when the information on the matters to be addressed is not delivered on time.

The materials to be discussed in the ordinary or extraordinary Board meetings must be distributed to the members at least five days in advance so they may review and analyze it, and thereby ensure an efficient meeting.

Quorum

For the Board meeting to be valid:

There must be an attendance of at least 51% of the members.

Among the attendees, there should be at least an Independent Member.

It must be approved by a majority vote of the attending members.

In the event of a tie, the Chairman of the Board shall have the deciding vote.

* Resolutions unanimously approved by Members, outside of Board Member Sessions, will have for all legal purposes, the same validity as if they had been approved in a session of the Board, as long as they are confirmed in writing and ratified before a public notary.
Communication

GFNorte’s Board delegates external communications to the Group’s CEO, including press and media, the Mexican Stock Exchange and authorities. GFNorte’s CEO shall perform this responsibility through the pre-established authorized channels.

Almacenadora Banorte, S.A. de C.V., Organización Auxiliar de Crédito, Grupo Financiero Banorte

Board of Directors Almacenadora Banorte

Document
Summary of Resolutions

Document
Bylaws

Document