Annual Meeting reduces size of board and elects four new directors Board will have a majority of independent directors Board committees restructured
MEXICO CITY, April 17, 2013 (GLOBE NEWSWIRE) -- Empresas ICA, S.A.B. de C.V. (BMV:ICA) (NYSE:ICA), the largest infrastructure and construction company in Mexico, announced that its Annual Shareholders' Meeting yesterday approved changes to strengthen the Company's corporate governance. The changes are designed to increase the agility of the board by reducing its size, and to increase the separation between the Board of Directors, with its oversight duties, and operating management. The changes are in keeping with international corporate governance best practices. The size of the Board decreased from 17 to 12 members, including only two current members of management; 7 are independent members.
Prior to the Annual Meeting, the Board also approved a restructuring of the Board Committees, increasing the number from two to three, with the division of responsibilities between the Corporate Practices Committee and the Finance, Planning, and Sustainability Committee. The Corporate Practices Committee will be responsible for issues of succession, nomination, compensation, evaluation, and the overall structure of the system of corporate governance. It will be made up entirely of independent directors. The Finance, Planning, and Sustainability Committee will concentrate on finance, strategic planning, risk management, and sustainability issues. It will be chaired by an Independent Director, but may include both management and independent directors. Previously, one committee oversaw both sets of issues. In addition, ICA has an Audit Committee completely made up of independent directors. The Shareholders' Meeting elected the Chairs of the three committees.Chairman Bernardo Quintana noted the recommendations of the New York Stock Exchange in describing the proposed changes in the Board, saying, "ICA is establishing new guidelines for the improvement of our corporate governance, continuing our evolution in line with the trends for public companies, while also recognizing the transformation process in which the company has been engaged in recent years."