Corporate
Governance

Our Board of Directors and upper management are committed to comply with the highest corporate governance standards throughout the Company.

Board of Directors
and Committees


The Board of Directors is comprised of twelve board members, appointed by the General Shareholders’ Meeting, four of whom are independent. They are elected based on their expertise, capacities, reputation and are subject to objection by the National Banking and Securities Commission.

Any holder of 10% of the capital (either directly or through CPOs) has the right to appoint a member of the Board of Directors and said votes will be excluded for the purpose of appointing the missing members.

Members of the Board are obliged by the bylaws and applicable regulations to notify the Board of any situation that may result in a conflict of interest.

The Audit and Corporate Practices Committees are comprised of four members of the Board each, including three independent members.

Name and position

Year of
appointment

Francisco Javier R. Bours Castelo
Chairman of the Board

2005

Manuel Urquijo Beltrán
Member and Secretary of the Board

2005

Sergio Jesús Mazón Rubio
Member

2005

Enrique Yamuni Robles
Chief Executive Officer

2005

Jesús Enrique Robinson Bours Muñoz,
Member

2006

Juan Bours Martínez
Member

2006

Arturo Bours Griffith
Member

2006

José Gerardo Robinson Bours Castelo
Member

2007

Mario Laborín Gómez
Independent Member

2007

Nicolás Olea Osuna
Independent Member

2007

Claudia Margarita Félix Sandoval
Independent Member

2021

Enrique Ramón Coppel Luken
Independent Member

2021

Corporate Practices Committee


Its responsibilities include to provide opinions to the Board of Directors, request and obtain opinions from independent third parties who are experts, convene Shareholders’ Meetings when necessary, support the Board of Directors in the preparation of annual reports and report to the Board of Directors.

  • Nicolás Olea Osuna
    Chairman

  • Mario Laborín Gómez
    Member

  • Claudia Margarita Félix Sandoval
    Member

  • José Gerardo Robinson Bours Castelo
    Member

Audit Committee


Supervises external auditors, informs the Board of Directors about existing internal controls, oversees operations with related parties, requests the preparation of reports from officials when necessary, informs the Board of Directors of any irregularities, supervises the officials’ activities, submits an annual report to the Board of Directors and presents its recommendation to the Compensation Committee regarding the removal of members of the Board and officers, as the case may be.

  • Mario Laborín Gómez
    Chairman

  • Sergio Jesús Mazón Rubio
    Member

  • Nicolás Olea Osuna
    Member

  • Enrique Ramón Coppel Luken
    Member

Executive Team


We have a management team of experienced leaders for the business strategic management and the achievement of our goals.

  • Enrique Yamuni Robles
    Chief Executive Officer


  • Raymundo Fernández Pendones
    Deputy Chief Executive Officer


  • Luis Antonio Zetter Zermeño
    Chief Financial Officer

Code of Ethics


We published a Code of Ethics that is available to all employees and any third party with whom we have business relationships. In this document we establish our fundamental values, standards and culture, which guide our daily actions and behaviors.

Some of the topics included in the Code are:

  • Company values

  • Relationship with the different stakeholders

  • Anticorruption

  • Money laundering

  • Asset protection

  • Conflicts of interest

  • Whistleblowing line

Similarly, we have a Code of Ethics for suppliers, where we define the guidelines that they must comply with in order to work with Megacable. Some of the topics it covers are:

  • Non-discrimination and equal opportunities

  • Respect for freedom of association

  • Rejection of forced labor and child labor

  • Decent employment

  • Environmental protection

Furthermore, we have a whistleblowing channel5 through which our employees can denounce anonymously any case of harassment, theft, late payments, mistreatment or any other issue. These complaints are received by the Ethics Committee, made up of the Chief Executive Officer, the Deputy Chief Executive Officer and the Human Resources Director, who assess and track every situation.



5 During 2022, we will increase this channel’s reach so that any of our stakeholders may file complaints or breaches of our values.

Anticorruption Policy

We promote transparency and are committed to avoiding any form of corruption; we abide by the highest corporate ethical standards.

Our Anticorruption Policy defines the appropriate guidelines expected from employees to avoid any situation of this nature. Among the situations that may represent a risk are:

  • Gift giving

  • Travel expenses

  • Charitable donations

  • Facilitation payments

  • Gifts

  • Money laundering

  • Bribery

Cybersecurity


Cybersecurity is a crucial topic in the digital period. The increase in computer incidents and crimes has become a problem that must be addressed with a strategy and a specialized team. Therefore, at Megacable we have policies, procedures, certifications and a cybersecurity area in charge of developing the information security framework for the protection of critical infrastructures, under the premise of identifying the security standards and guidelines applicable in all organization areas.

Customer data privacy is of the utmost importance, which is why we adhere to all applicable federal laws. In our Company it is necessary to collect certain personal data from customers in order to offer the portfolio’s services. Thus, the Cybersecurity area is in charge of protecting the integrity of the computing infrastructure (computers, mobile devices, software, hardware, network) and the information that is stored in it, as well as creating policies and processes on the safe use of devices within the organization.

Our Information Security Management System (ISMS) is based on the ISO 27001 standard.

We have an Information Security Policy, which establishes the specific guidelines that all employees must meet in this matter. In order to comply with all data privacy and information security policies, we train employees through the internal portal, and carry out periodic evaluations on any update.

During 2021, we updated and implemented several projects and processes to put together a cutting-edge cybersecurity strategy and mitigate possible risks. Some of them are:

Password vault
For administrator access and for servers such as applications, access is now through the vault, which will provide a temporary connection without granting permanent credentials, thus saving the access credentials for only one connection.

Application shieldin
Megacable’s applications –both those for internal use and those for customers– will be shielded by a tool that will encrypt the application so that it cannot view the type of connections it makes, thus protecting our infrastructure.

Application Firewall
Application-level protection for the Megacable infrastructure exposed to the Internet, having the intelligence and detection of robots who want to impersonate humans and thus contain these attacks and preserve business continuity.

In addition, every six months we carry out a risk analysis to assess potential hazards and their possible consequences, both in existing infrastructure and in projects’ implementation, in order to establish prevention and protection measures.

Incident response plan

We have developed an incident response plan that allows us to monitor and detect problems, contain them and solve them without affecting the operation. The procedures are based on the framework of the NIST (National Institute of Standards and Technology) and the CSF (Cyber Security Framework).

Furthermore, we perform quarterly vulnerability tests on applications and infrastructure for customer service in order to identify weaknesses in operating systems and security risks.

Performing vulnerability scans helps ensure that any existing weakness in the systems is immediately identified and addressed, reducing Megacable’s risk of exposure.

Assessments on cybersecurity policies

In 2021, 17,915 employees received training regarding compliance with cybersecurity policies, including periodic assessments of their updates.