On September 17, 2015the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) submitted for public consultation with the Federal Commission on Regulatory Improvement (Comisión Federal de MejoraRegulatoria “COFEMER”), the draft of proposed amendments to the securities regulations, in order to regulate the FIBRA E as an issuer under the Mexican securities market.
The minimum corporate governance requirements for such investment vehicle are the following:
The security holders meeting has the authority, among others, to approve the following matters:
(i) Any amendment to the investment policy of the trust property.
(ii) The approval of the financing policy of the FIBRA E or any amendments thereto.
(iii) The removal of the Manager upon the occurrence of the events of default provided in the governing documents of the FIBRA E
The minority rights of security holders are the following:
· Security holders having, individually or as a group, 20% or more of the outstanding TBIEs[i], may judicially oppose to the resolutions of the security holders meeting, only if the owners securities not attended the meeting or otherwise voted against the relevant resolution in order to exercise the aforementioned right.
· Security holders having, individually or as a group, 15% or more of the outstanding TBIEs, may claim corporate liability against the Manager for any breach of its obligations.
· Security holders having 10% or more of the outstanding TBIEs, may nominate and appoint one member of the Technical Committee and may request the common representative to call for a general TBIE holders meeting or postpone a meeting only once if they deem to have not been properly informed regarding the items of the agenda.
The Technical Committee shall be integrated by a maximum of 21 members of which at least a majority of such members must be independent. Independence shall be qualified with respect to the Promoted Companies, the Sponsor and the Manager.
The Technical Committee would have the following duties:
• Supervise the Manager’s activities.
• Review the quarterly report submitted by the Manager.
• Request the Manager any information that the Technical Committee deems necessary to carry out its activities.
• Request the trustee to call for a Security holders meeting to discuss specific items, when the Technical Committee deems that the Manager has materially breached its obligations.
• Implement internal control procedures to identify all of the assets held, directly or indirectly, by the FIBRA E or the Promoted Companies, and its current state.
The Technical Committee could approve the creation of a Conflicts Committee, such Committee shall approve any transactions with related parties or that may represent a conflict of interest, in an amount equal or exceeding 10% the trust estate. Any such transactions, when approved by the Conflicts Committee, shall be disclosed to the public as a material event.
Note that the provisions contained in the Proposed Amendments may be modifiedbecause of the process of public consultation currently undertaken by the COFEMER
[i]Trust Bonds for Investment in Energy and Infrastructure (TBIE)