REPORT OF THE
Audit and Corporate Practices Committee
Mexico City, February 19, 2021
To the Board of Directors of El Puerto de Liverpool, S. A. B. de C. V.
We, the undersigned, appointed as members of the Audit and Corporate Practices Committee of this company, pre-sent 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:
- The General Shareholders’ Meeting held March 12, 2020, appointed Mr. Pedro Velasco chairman of the Audit and Corporate Practices Committee for fiscal year 2020.
- On audit matters:
- We evaluated the external audit plan and proposal for professional services accepted by Management. Furthermore, pursuant to the “General Provisions Applicable to the Entities and Issuers Supervised by the National Banking and Securities Commission that Engage Services of an Independent Audit of their Basic Financial Statements", we recommended to the Board of Directors that the firm PricewaterhouseCoopers be hired as external auditor, through its audit partner José Luis, Guzmán Ortiz, CPA, as External Independent Examiner, to audit the financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2020. The Committee also learned of the additional services this firm supplies and mechanisms for safeguarding its independence and avoiding self-review, and concluded that these mechanisms are appropriate.
- We evaluated 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, 2020 and 2019, 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 the year 2020, the relevant findings, and its audit plan for the year 2021.
- We ascertained 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 apprised of the Company’s degree of adherence to the Code of Best Corporate Practices, recommended by the Mexican Stock Exchange, per the report based on information as of December 31, 2019, filed on May 28, 2020.
- We were informed of any lawsuits and litigations in progress, as well as the results of those concluded.
- We reviewed the audited consolidated financial statements as of December 31, 2020 and the notes thereto.
- We were apprised of the status of the reserves and estimates included in the financial statements as of December 31, 2020.
- We were informed of the observations and recommendations of the External Auditors, related to their examination of the consolidated financial statements as of December 31, 2019.
- We reviewed the statistics on transactions reported to the authorities in pursuant to anti-money laundering regulations.
- On the matter of corporate practices:
- We consider the performance of senior management to have been appropriate and efficient, considering 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’s 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, 2020, 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