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.
