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Corporate governance

Our commitment to excellence in corporate governance underpins the sustainability and reputation of our company, fostering ethical and responsible practices across all stakeholder groups

Responsible governance and leadership

We structure our governance and leadership model to ensure efficient, transparent, and responsible management of resources entrusted by our shareholders and funding entities. Through this approach, we meet the expectations of our executive teams, employees, and stakeholders by protecting shareholder rights and ensuring all strategic decisions are made ethically and efficiently.

Our governance bodies are committed to upholding high standards of integrity and transparency

in strategic decision-making and the approval of corporate policies aligned with these values. We have established internal procedures that guarantee access to objective and impartial information, allowing these bodies to properly assess compliance with our responsibilities across all areas of corporate life

Leadership structure

Aleatica’s Board of Directors is essential to our corporate governance, ensuring integrity, transparency, and accountability across all operations. The Board consists of eight members, with a strong emphasis on independence and diversity.

total members
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independent directors (3 members)
20 %
female directors (1 member)
10 %
years average tenure
0

The Board operates under a unitary structure, with a mix of independent and non-independent directors, including a Non-Executive Chairperson, David Antonio Díaz Almazán. This structure provides balanced oversight and diverse perspectives in our decision-making processes.

David Antonio Díaz Almazán

Non-independent Director—Chair

  • Appointed: 7 March 2022
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Gabriel Núñez García

Non-independent Director
  • Appointed: 17 June 2013
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Antonio Hugo Franck Cabrera

Independent Director
  • Appointed: 25 November 2015
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Francisco Javier Soní Ocampo

Independent Director
  • Appointed: 26 April 2018
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Simona Visztová

Independent Director
  • Appointed: 15 July 2021
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Support committee

To support their governance responsibilities, the Board has established a Support Committee.

Francisco Javier Soni Ocampo

Independent director
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Antonio Hugo Franck Cabrera

Independent director
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Simona Visztová

Independent director
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Board of Directors performance evaluation and remuneration

We conduct a performance evaluation of the Board and its committees every two years to identify improvement areas and determine any changes needed to the structure or function. We also disclose the average annual remuneration (in Mexican pesos) by gender for Board members in 2024, including any additional benefits.

Average annual remuneration (MXN)

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1There is a difference between genders, which mainly stems from the fact that three male members, in addition to being Directors, are chairmen of the committees supporting the Board of Directors and therefore receive additional remuneration. These figures correspond to the six independent directors.

Senior Management evaluation and remuneration

No executive-level personnel hold shares in Aleatica Mexico.

Remuneration for executives

on the Business Unit Management Committees is reviewed and approved by their respective Boards of Directors.

For members of the Executive Committee who report directly to the CEO of Mexico,

any changes to their remuneration must be approved by the Board of Directors. The CEO’s compensation is also approved by the Board.

We implement short- and long-term performance metrics, including specific ESG and sustainability objectives.

Each year, individual and shared goals are defined for the Executive Committee, with corresponding KPIs. Incentives and salary adjustments are determined based on results and Board approval. We also periodically update market-based salary benchmarks to ensure fair and competitive remuneration.

Mexico CEO performance evaluation

The performance evaluation of the CEO of Mexico is based on three main areas:

Shared Objectives

  • Employee safety performance includes the Employee Safety Index, Lost Time Injury Frequency Rate (LTIFR), and the implementation of the Safety First Plan.
  • Customer safety performance is measured by the User Accident Index (IF1), which counts the number of accidents involving injured victims, as well as the implementation of key actions from the Accident Reduction Programme (PRA).
  • Carbon emissions: compliance with the tCO₂ emissions target.
  • Compliance rate: complaints-to-traffic ratio.
  • Training compliance: number of trained employees.
  • Improvement in employee engagement: score from the annual employee engagement survey.
  • Adherence to the recurring OpEx budget.
  • Major Maintenance: execution of the budget.

Individual Objectives

  • Efficient organisational design of Business Units with centralised activities.
  • The Business plan's strategies are implemented and executed.
  • The main Business Units projects are delivered.

High-Performance Competencies

  • Communication
  • Humility and continuous learning
  • Unconditional accountability
  • Impeccable commitments and requests
  • Effective negotiation

Short-Term Incentives (STI) Applicable to the CEO of Mexico

The Short-Term Incentive Programme (STI) is designed to reward executives for achieving short-term business results and align management behaviours with corporate objectives.

The STI encourages teamwork and effective coordination across Functional Areas and Business Units, while also recognising individual performance.

The programme contains two main components:

  • Evaluation of Shared and Individual Objectives.
  • Evaluation of Leadership-Related Behaviours.

 

Additionally, according to the performance of the IF1 indicator, customer safety results may influence STI outcomes.

Long-Term Incentives (LTI) Applicable to the CEO of Mexico

Aleatica Mexico has a Long-Term Incentive (LTI) Plan, typically assessed over a three-year period. The main performance indicator used is the Internal Rate of Return (IRR) of Aleatica Mexico assets.

Approval of by laws

In our company, approval of bylaws is carried out by shareholder resolution.

Liability of directors

Their liability in the event of fraudulent misconduct and negligence cannot be limited.

CEO succession plan

To ensure leadership continuity and stability, we have a CEO succession plan under development. This plan includes specific actions for the training of potential successors over a three- and five-year horizon.

David Antonio Díaz Almazán

Director

He previously served as Chief Financial Officer of X-Elio, a leading renewable energy company with a presence in ten countries across Europe, the Americas, and Asia-Pacific.

He has nearly two decades of experience in the global toll road sector, was CEO of Arteris, Brazil’s largest toll road operator in terms of kilometres managed, and has held several senior positions at Abertis Infraestructuras, including responsibility for a portfolio of motorway concessions in Argentina, Chile, Colombia, and Puerto Rico.

Gabriel Núñez García

CONSEJERO

Currently CFO of Aleatica and board member of various subsidiaries.

He previously served as the CFO at Aleatica and assumed various finance positions in the Ferrovial Group

Antonio Hugo Franck Cabrera

Independent Director

Chairman of the Boards of Directors of OPI and CEM. He participated in the establishment of Banco Finterra, Banco Azteca, Banco Multiva, and BanCoppel, among other financial institutions. He is a professor of Mergers and Acquisitions and Corporate Governance at the Universidad Panamericana and has taught courses in Commercial Law at the Universidad Iberoamericana. He is a member of the Board of Directors of several companies, including Farmacias del Ahorro, Fibra Uno, and some subsidiaries of HSBC.

Es catedrático en Fusiones y Adquisiciones y Gobierno corporativo en la Universidad Panamericana y ha impartido cursos de Derecho Mercantil en la Universidad Iberoamericana.

Es miembro del Consejo de Administración de varias compañías como Farmacias del Ahorro, Fibra Uno y algunas subsidiarias de HSBC.

Francisco Javier Soni Ocampo

Independent Director

He is a Certified Public Accountant in Mexico with more than 45 years of experience in auditing, consulting, and tax services. He worked for over 40 years at PricewaterhouseCoopers (PwC) in Mexico, and later served as Executive Vice President and General Director of Compliance for Walmart in Mexico and Central America.

His main responsibility was to strengthen Walmart’s compliance and corruption prevention measures through the implementation and enforcement of the Foreign Corrupt Practices Act (FCPA) guidelines.

Simona Visztová

Independent Director

She has more than 25 years of experience in the retail sector, having held various senior management positions at Walmart Mexico and Central America and Walmart Stores, Inc. She was the first woman to head a Walmart retail business operating unit, where she worked from 1992 to 2014. She is a skilled business leader with a strong commercial and customer focus; she has relevant experience in business planning, sales, and general business management.

She is currently a member of several boards of directors. Originally from Slovakia, she has lived in Mexico for 30 years and has Mexican nationality by naturalisation. She is an engineer in International Trade. She is a member of Women Corporate Directors, Mexico chapter.

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