Corporate Governance
At Grupo FRISA, we recognize the vital importance of establishing a corporate governance framework that ensures the proper operation, expansion, and continuity of our organization. For this reason, we have implemented a governance structure that aligns with industry standards, promoting a culture rooted in integrity and ethics across all our operations.
From the highest levels of leadership to every level within the organization, we understand that transparency is a fundamental pillar for building trust, both among our employees and with our business partners and other stakeholders.
Our unwavering commitment to integrity drives us to fully assume responsibility for our actions and decisions, thereby ensuring accountability for the outcomes of our operations. We foster a culture grounded in compliance with applicable regulations and laws, as well as ethical business practices in every aspect of our operations.
In this context, in 2024 three Independent Advisory Directors were incorporated into the Board sessions, strengthening the Company’s independence and strategic vision. At the same time, we developed our ESG policies and the foundations for high-value environmental and social projects, such as the volunteer program at La Cañada Natural Park and reforestation activities in San Antonio Bata. We are convinced that solid corporate governance represents an opportunity that allows us to strengthen as a company by operating transparently and ethically in pursuit of our objectives.
Board of Directors
The Board of Directors plays a fundamental role in safeguarding and driving the progressive development of the Company. Its primary responsibility is to protect shareholder capital while contributing to value creation in the communities where the organization operates. Key duties include making strategic decisions, overseeing corporate management, and promoting a fair and inclusive work environment.
The Board focuses on achieving sustainable growth, generating employment, and balancing shareholder interests with the Company’s social and economic impacts, thus guiding management toward mutual benefit.
Executive Committee
The Executive Committee is responsible for overseeing the Company’s due diligence and other procedures aimed at identifying and addressing its impacts on the economy, the environment, and society. This is achieved through weekly meetings, during which key issues are reviewed, and investment and growth strategies are approved.
Other Committees
At Grupo FRISA, we have specialized committees that strengthen our governance and ensure compliance with our values. Each committee plays a key role in decision-making, guaranteeing ethics, sustainability, and efficiency in our investments.
Created and formalized in July 2024, this committee establishes operating guidelines and meets at least once a year, with the possibility of convening extraordinary sessions when necessary. Its objective is to ensure transparency and compliance with ethical principles across all Grupo FRISA’s operations.
Founded in 2024, the Sustainability Committee oversees and approves environmental, social, and governance (ESG) results. It is composed of leaders from key areas and is responsible for aligning projects with ESG objectives through policies, KPIs, and employee training. In addition, it promotes communication with suppliers and tenants and is supported by external consultants to ensure transparent and measurable decision-making.
Created in October 2024, this committee evaluates strategic projects in leasing and residential real estate businesses, based on parameters approved by the Executive Committee. Its work ensures that investment decisions are aligned with the corporate strategy and contribute to Grupo FRISA’s sustainable growth.
Ethics
At Grupo FRISA, ethics play a vital role and represent one of the core pillars on which the business is built. Our ethical framework consists of a set of moral principles that guide employee behavior and define the fundamental values that steer the entire organization. This ethical foundation not only provides a solid framework for decision-making across all business areas, but also plays a critical role in ensuring that the Company operates with integrity and transparency.
The adoption of and commitment to these ethical values aim to establish and strengthen trust, not only among employees, but also with clients, shareholders, and the general public. In essence, business ethics at Grupo FRISA are not just a central part of its culture, but a continuous commitment to building strong and lasting relationships with all stakeholders.
Conflict of Interest Mitigation
At Grupo FRISA, we fully understand the importance of addressing conflicts of interest with the utmost diligence. We recognize that such conflicts have the potential to compromise the integrity and impartiality of decision-making. In light of these risks, we have implemented procedures aimed at identifying, managing, and preventing any potential conflict of interest.
Through the application of these measures, we aim to ensure that decisions are made objectively, consistently prioritizing the overall interest of the organization. Our strong commitment to effectively addressing conflicts of interest not only promotes a corporate culture grounded in ethical principles but also reinforces the trust of our stakeholders.
It is important to note that all our business activities are conducted exclusively within companies that form part of our group, ensuring that there are no business relations with entities in which shareholders or executives may have a vested interest. We have established clear guidelines in our protocol to govern shareholder conduct, particularly concerning conflicts of interest. Additionally, we have included an ethics chapter that explicitly prohibits involvement in situations that pose a conflict.
Moreover, we are in the process of implementing a procedure designed to reduce the likelihood of encountering conflicts of interest. Our goal is to ensure transparency and fairness in all procurement and contracting activities by requiring competitive bidding processes involving at least two or three suppliers. Both the protocol and the Code of Ethics also establish specific rules regarding the procurement of goods and services that may be linked to any board member, with the purpose of preventing any potential conflict of interest in our operations.
