Development and Compensation Committee (DCC)

The purpose of the DCC is to exercise the capacity granted by the Board to supervise and assure the sustainability of the organization, the talent development and the compensation schemes to provide competitive advantages to achieve Proeza´s long term vision.


The DCC consists of three members, Proeza's CEO and two independent members; at least one of them shall be an independent director who will also be the chairman.



Audit Committee (AC)

The purpose of the AC is to exercise the capacity granted by the Board to supervise and guarantee the compliance with the accounting, legal, financial and tax policies, as well as to identify and monitor the main risks of the businesses.


The AC consists of four members, two independent members; at least one of them shall be an independent director and there should be two proprietary directors.



Governance Committee (GC)

The purpose of the GC is to assure the existence of structures, practices and policies appropriate to conduct the corporate governance, regulating the design, integration and performance of the governance bodies who manage the relationships among the shareholders, the Board, the top executive management and other stakeholders.


The main duty of the GC is to propose to the Shareholders’ Meeting the candidates to be Independent Directors of the Board and suggest the way in which those positions shall be renewed.


Additionally, the GC shall evaluate on an annual basis, the contributions and added value of the Directors, as well as the performance of the Board and the Advisory Boards of the subsidiaries.


The GC consists of four members, the chairman of the Board and three members appointed by the shareholders; at least one of them shall be an independent member.