Board Members have an obligation to exercise due diligence in the performance of their duties.
- If a Board Member commits fraud or embezzlement against the Company, he/she may be held liable and face criminal consequences.
- If a Board Member becomes aware of illegal any activity and fails to take action to stop it, he/she may be considered an accomplice and face criminal consequences.
DUTIES AND RESPONSIBILITIES OF BOARD MEMBERS
- DUTY OF DILIGENCE – Board Members must make informed and reasonable decisions based on accurate and up-to-date information.
- DUTY OF LOYALTY – Board Members must act in the best interest of the Company and its Shareholders. They must make impartial decisions and avoid using their title/position for personal gain.
- DUTY OF CARE – Board Members must exercise reasonable care in the performance of their duties. They should take precautions and appropriate measures to prevent harming the Company and its Shareholders.
LEGAL CONSEQUENCES OF NON-COMPLIANCE
CIVIL LIABILITY – This could result in the obligation to compensate the company for incurred losses.
REGULATORY SANCTIONS – Regulatory Authorities, such as the National Banking and Securities Commission (CNBV) or the National Commission of the Retirement Savings System (CONSAR), may impose sanctions or fines on Board Members who violate financial and securities market laws.
CRIMINAL LIABILITY – Board Members may face criminal charges such as fraud, embezzlement, or financial crimes.
REMOVAL FROM OFFICE – Shareholders have the right to remove Board Members if they believe that the Board Members are not fulfilling their responsibilities. Removal can have legal and financial implications for the Board Members.
PROTECTIVE MEASURES
- Civil Liability Insurance
- Proper record-keeping of decisions
- Compliance and corporate governance
- Legal counsel
Commercial, Civil and Criminal Litigation
Raul Escobedo / [email protected]
Juan Manuel Camarena / [email protected]
César Gutiérrez / [email protected]
Rafael Escobedo / [email protected]
Víctor Gómez / [email protected]
César Holguín / [email protected]
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