Other Frequent Questions | Investor Center | CEMEX
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Investor Center

Other Frequent Questions




Shareholders

1. Can a Shareholder individually elect and revoke the appointment of a member of the Board of Directors?

All of CEMEX’s stock are common ordinary shares, and grant to their holders a right to attend and vote any item during any shareholders meeting; furthermore, the by-laws of the Company provide that any shareholder, individually or collectively with other shareholders holding 10% of the capital stock outstanding, shall have the right to elect or to revoke the appointment of a member of the Board of Directors.

2. Can the Shareholders vote without attending the Shareholders Meeting?

The shareholders have the right to vote personally or by proxy during shareholders meetings, and the vote counts the same in both cases; Mexican law does not provide the possibility to hold a shareholders meeting via videoconferencing or to participate by any other electronic mean, since as a matter of Mexican law, for a shareholders meeting to be valid it needs to take place in the corporate domicile and in the place specified in the appropriate call, in addition, it is an obligation for the Company to prove the physical presence at the place, time and hour specified in the call in order to comply with the attendance quorum requirements, and Mexican law does not provide the possibility of electronic voting.

3. Does the Company make public the shareholders agreements or arrangements?

Further to the provisions of Mexican law, CEMEX makes public any agreement executed by and between the shareholders through the means stated by law or the by-laws of the Company.

4. Are there any limits for the shareholders with respect to property rights?

The shares of stock are freely transferable, and the property rights of the holders with respect to their shares are not limited; however, the by-laws of the Company provide that any transaction resulting in an acquisition of 2% or more of the capital stock of the Company shall require the prior consent of the Board of Directors.

5. What is CEMEX’s position with respect to the disclosure of general policies and the way to handle conflict of interests among institutional investors?

CEMEX welcomes institutional investors to act as fiduciaries sharing its general policies with respect to corporate governance and voting with respect to their investments, and to disclose the manner in which they handle conflicts of interest that may affect the exercise of their fundamental property rights related to their investments.

6. Do the shareholders, including institutional investors, have the possibility of consult themselves on issues affecting their fundamental rights as shareholders?

All the shareholders, including institutional investors, have the possibility of consulting themselves on issues affecting their fundamental rights as shareholders, further to applicable legal restrictions.

7. What kind of information concerning the Board of Directors is publicly available?

Among the different reports that CEMEX prepares, such reports contain, among other, business experience, time of service as a member of the Board in the Company, expiration date of their term in office, share holdings, membership in other boards of directors and director’s profile.

8. Do minority shareholders have effective means to call a shareholder meeting?

The by-laws of the Company and applicable law set forth the events in which the holder of one or more shares of stock can request in writing that a general shareholders meeting be called.

9. Do the custodian or shares depositary issue their vote as previously agreed with the beneficial owner of such shares?

CEMEX recommends the custodian or share depositaries to issue their votes in accordance with the agreements executed with their clients.

10. What steps has CEMEX taken to facilitate trans-border voting?

Our practice has been extending the timeframe between the publication of the call and the actual date for the meeting to take place, beyond what is required in the by-laws or applicable law, in order to allow the foreign shareholders to communicate their vote to the applicable custodians or depositaries, which in turn will communicate to the Company the direction of the votes.

11. Does CEMEX expressly prohibit insider trading or other use of non-public information?

Mexican law and our corporate policies, codes and internal guidelines set forth the express and absolute prohibition to trade any kind of Company’s securities while in possession of privileged non-public information. Please see “Securities transactions based on privileged or non-public information” at http://www.cemex.com/InvestorCenter/files/CodeOfEthics.pdf

12. Is there a majority group or control group that has more than 50% of the votes?

No majority shareholder or control group has more than 50% of the Company’s votes.

13. Do control group or majority shareholders have cross-holdings in related or unrelated companies?

CEMEX does not have control group or majority shareholders having cross-holdings in related or unrelated companies.

14. Does CEMEX have an effective mechanism which provides and promotes the availability of analysis or the advice prepared by analysts, brokerage firms, rating agencies or similar advisers that may be of interest of the shareholders or investors of the Company to allow them to take informed decisions?

Yes. The Company has hired rating agencies in order to, without undue influence or pressure, issue independent analysis with respect to the Company.

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Interested Parties

15. Do interested parties have the opportunity to obtain an effective remedy in the event of violations of their rights?

In the event that the interests of interested parties are covered by any law, such interested parties have the opportunity to seek an effective remedy in the event of any violation of such rights. In addition, the Company has establishes a Code of Ethics, Corporate Policies and Compliance Guidelines that allow the related parties to communicate by direct contact with one of the members of the Board of Directors, by means of a telephone number or e-mail, any complaint or claim for the violation of such rights, assuring and guaranteeing absolute confidentiality. Please see “Management of the CEMEX’s Code of Ethics and Business Conduct” http://www.cemex.com/InvestorCenter/files/CodeOfEthics.pdf

16. Do interested parties participating in the corporate governance process have access to relevant information of the Company with sufficient time in advance?

Interested parties participating in corporate governance process have Access to relevant information (financial or non-financial), which is sufficient and reliable. For such purposes, the Annual Report under the Form 20-F is issued and delivered to the authorities and the general investors on April 30th at the latest, and the Sustainable Development Report is issued during the first semester of each year. Please see the section in our website: http://www.cemex.com/SustainableDevelopment/ReportsCases.aspx

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Related Party Transactions

17. Does CEMEX have a corporate policy regarding related party transactions and/or conflict of interests?

CEMEX has and shares a Policy Regarding Securities Transactions to determine the conditions that shall be met for related party transactions, and describe the participation of the different corporate governance and control bodies in the Board of Directors, the internal control area, external auditors and committees assisting the Board of Directors.

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Board of Directors

18. How does the Company elect the Members of the Board of Directors?

The members of the Board of Directors are elected by the majority vote of all the shareholders (majority and minority). All the shares of stock have unrestricted voting rights.

19. What are the duties of the Board of Directors?

Among other duties, the Board of Directors is in charge of:

  • Aligning the compensation paid to principal officers and members of the Board of Directors with the long term interests of the Company and its shareholders;
  • The control and handling of potential conflicts of interest with a key officers, members of the board of directors or shareholders, including improper use of corporate assets and the abuse in related party transactions.
  • Assuring that there are appropriate systems in place to prevent fraud.
  • Incorporate the supervision and risk analysis of the Company.
20. What items are discussed during meetings of the Board of Directors?

The Board of Directors discusses these items, among others, during its meetings:

  • Analysis of the main business risks.
  • Analysis of the operative and financial indicators.
  • At least one of the sessions is dedicated to the determination of the long and medium term business strategy of the Company.

The Board of Directors is supported through opinions, recommendations and advice regarding the business performance of the Company.

21. Does CEMEX have a Corporate Policy regarding Compensation for the Members of the Board and Principal Executives?

Yes, the Company has established a Corporate Policy regarding the Appointment and General Compensation for Relevant Officers approved by the Board of Directors.

22. Is there a continuing director education program for Board Members?

Yes, once a year the Board expends one session for the formation of members of the Board of Directors.

23. Does CEMEX have an Ethics Code applicable to the members of the Board of Directors?

Yes, the Company has a Code of Ethics which is applicable to members of the Board of Directors, employees and related parties.

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