At grupo rotoplas, we are committted to the generation of value for our stakeholders, in line with our values and adhering to the rotoplas way. thereby, we follow the highest standards of corporate governance, strengthening the due dilligence of the decision-making process.
We conceive corporate governance as a framework for action that guides the definition, evolution, and execution of our strategy. Based on our values and adhering to the Rotoplas Way, our corporate governance comprises a set of principles, processes, and controls that strengthen the due diligence and streamline the decision-making process, enabling us to keep creating value for our stakeholders.
Grupo Rotoplas’ shares are traded on the Mexican Stock Exchange (BMV for its Spanish acronym), and 35.76% are held by a group of the main shareholders.
At the top level, the General Shareholders’ Meeting is responsible for appointing the members of the Board of Directors, as well as for reviewing and in turn approving the report of operations and results for the year. The Board of Directors is responsible for the presentation of said report, which enables the Shareholders’ Meeting to assess the performance of the board members.
The Board of Directors comprises 15 members, 7 of whom are independent, thus surpassing the requirement of the Securities Market Law of at least 25% of independent members. The Board members serve for a renewable term of one year, their average seniority being over ten and a half years in the position.
Upon stepping in to their positions, we ensure that all our board members fulfill their duties with loyalty, diligence, and informed judgement. In addition, each member of the Board is kept up to date on the inorganic growth, business opportunities, financial results, and state of the buyback fund, among other relevant affairs. Aiming towards continuous improvement, we encourage each board member to take a brief survey that makes it possible to assess the efficiency of the meetings in which they take part, and the level of information they are furnished.
The Board of Directors meets in ordinary sessions every three months, with an attendance of 82%, fulfilling the obligations stated within the Bylaws. The Board is assisted by 3 committees: Audit, Corporate Practices and Strategy, and Compensations.
Meet their members, learn the frequency of their meetings, and their main functions
Committed with the execution of the Grupo Rotoplas strategy, we have an experienced and high-performance management team, comprising four vice-presidents and ten top managers. Likewise, we have a Sustainability Committee, co-chaired by the Vice President of Institutional Business Development and a member of the Board of Directors, ensuring the management and monitoring of environmental, social, and corporate governance issues. The committee reports its progress on a quarterly basis to the Corporate Practices Committee.
We have a Code of Ethics and Conduct, which includes the general rules of conduct and those specific to our collaborators’ relations with each other and with other stakeholders. The Code of Ethics and Conduct is compulsory to each and every one of our collaborators, board members, and suppliers. It is important to note that we make no political contributions of any kind.
Within our Code of Ethics and Conduct, any form of corruption, including extorsion and bribery, is forbidden. In turn, it contains a definition of conflict of interest, the obligations should such a situation arise, and the activities to ensure an adequate resolution. Likewise, we assess the risk of corruption at 27 workplaces, including our plants, corporate offices, and distribution centers.
Each department is responsible for supervising the proper management of resources and compliance with the guidelines. If they should identify or suspect some breach of our code, our collaborators can resort to “Confia Rotoplas” (Trust Rotoplas), a channel that makes it possible to file an anonymous report. Based on the type of report, our Human Capital, Comptroller, and Corporate Security departments get fully involved to take care of these reports and offer an adequate solution.
We make available to newly-hired collaborators our Code of Ethics and Conduct, and they are given training on the matter. Later, all collaborators are evaluated to confirm their understanding of the contents.
To ensure that this document is available and that our collaborators can view it, we have digitalized it and included it in our internal network, R-Connect. Likewise, our suppliers may find the Code of Ethics and Conduct in the invoicing section of the website developed for their use since, as part of the registration process, they must read and agree to it.
On the other hand, in line with our Talent Attraction Policy, our Code of Ethics and Conduct emphasizes our commitment with equal opportunities and fair treatment.
Committed with constantly strengthening our corporate governance, we created 15 new policies and updated 8 others throughout the year.
At Grupo Rotoplas, we act preventively to identify, manage, and mitigate risks—both those that we could incur due to our performance, and those related to external factors.
We have a risk map, which we update and revise every year; it helps us to set prevention and mitigation measures, which are monitored through our internal control system. Our main risks are classified as market, regulatory, operating, and financial risks.
On the other hand, to guarantee the proper functioning of the internal control system, as well as compliance with our policies, we have sound internal audit processes carried out in line with an annual plan. This is complemented by evaluations carried out by a third party.