Report of the Audit and Societary
Mexico City, February 22, 2019
To the Board of Directors of El Puerto de Liverpool, S. A. B. de C. V.
We, the undersigned, appointed as members of the company’s Audit and Corporate Practices Committee, present the report on the activities carried out, pursuant to article 43 of the Securities Market Act.
The Committee met four times during the year, addressing, among others, the following points:
I. The General Stockholders’ Meeting held March 15, 2018, appointed Mr. Jorge Antonio Salgado Martínez chairman of the Audit and Corporate Practices Committee for fiscal year 2019.
II. On audit matters:
- We evaluated the external auditing plan and the professional services accepted by Management, and recommended to the Board of Directors that the firm PricewaterhouseCoopers be hired as external auditor to audit the financial statements of the Company and its Subsidiaries for the fiscal year ended on December 31, 2018.
- We evaluated and found that the Company has internal and external mechanisms that provide reasonable certainty of compliance with the Laws and Regulations applicable to it.
- We were apprised of the Company’s bookkeeping policies, as well as their impact on the figures contained in the financial statements as of December 31, 2018 and 2017, ensuring that the financial information was duly presented.
- We followed up on the organization and functions of the Company’s Internal Audit Department; received its annual report of activities for 2018, the relevant findings, and its audit plan for the year 2019.
- We evaluated and found that the Company has operating systems, policies and procedures by which it may be considered to have an appropriate climate of internal control and bookkeeping.
- We were appraised of the Company’s degree of adherence to the Code of Best Corporate Practices, recommended by the Mexican Stock Exchange, per the report with information at December 31, 2017, filed on May 31, 2018.
- We were informed of any lawsuits and litigations in progress, as well as the results of those cases concluded during the period in question.
- We reviewed the consolidated financial statements as of December 31, 2018, the notes thereto and audit report thereon, issued by the Independent Auditors.
- We were appraised of the status of the reserves and estimates included in the financial statements at December 31, 2018.
- We were informed of the observations and recommendations of the External Auditors, related to their examination of the consolidated financial statements at December 31, 2017.
- We reviewed the statistics on transactions reported to the authorities pursuant to anti-money laundering regulations.
III. On the matter of corporate practices:
- We consider the performance of senior management to have been appropriate and efficient, taking into account the circumstances under which they have discharged their responsibilities.
- We were informed of transactions with related parties, and found that the amounts thereof were not significant with respect to the Company’s operations, and that they were conducted in accordance with market conditions.
- We performed an overall review of the criteria by which overall remuneration is determined for key Company directors; we consider such remuneration to be reasonable and consistent with market conditions.
As a result of the activities carried out by this Committee, and having heard the opinion of the Company’s Independent Auditors, we hereby recommend that the Board of Directors submit the financial statements of El Puerto de Liverpool, S. A. B. de C. V. and Subsidiaries as of December 31, 2018, in the terms in which such statements have been prepared and presented by Company management to the General Shareholders’ Meeting for its approval.
The Audit and Corporate Practices Committee
Juan Miguel Gandoulf