Fresnillo Chairman Mr Alberto Baillères stepping down with immediate effect

Board appointment

Fresnillo plc (LON:FRES) has announced that Mr Alberto Baillères (89) is stepping down as Chairman of Fresnillo plc and will be leaving the Board of Directors of the Company with immediate effect. The Board has invited Mr. Alberto Baillères to become Honorary President of Fresnillo plc in recognition of his enormous contribution in creating Fresnillo plc as a major mining company and a constituent of the FTSE-100 Index.

Mr Alejandro Baillères (60), currently Deputy Chairman of Fresnillo plc, has been elected Chairman with immediate effect.

The Company also announces that the Nominations Committee has recommended to the Board, and the Board has agreed, while Mr Alberto Baillères was still acting Chairman, that Mr Héctor Rangel be proposed for election as an independent non-executive director and Mr Eduardo Cepeda as a non-executive director, both at the 2021 annual general meeting, which is due to be held on 24 June 2021 (the “AGM”), with their appointments, in each case, to take effect from the conclusion of the AGM, if approved.

Mr Rangel is the President of BCP Securities Mexico, a joint venture with BCP Securities LLC, a US investment bank specializing in emerging markets. Prior to this role, he was the Chief Executive Officer of Nacional Financiera S.N.C. and Banco Nacional de Comercio Exterior and a member of Mexico’s cabinet under President Felipe Calderon. Mr Rangel holds a degree as Industrial Engineer from Purdue University and an MBA from Stanford University.

Mr Rangel has extensive corporate and investment banking expertise having held various executive positions with the Grupo Financiero Bancomer from 1991 until 2008, including a tenure as Chairman of the Board. Mr Rangel has also been President of the Mexico Bank Association and President of the Mexican Business Council.

Mr Rangel served on the Company’s Board as an independent non-executive director from April 2008 to January 2009. Mr Rangel presently serves on the board of Canadian Utilities Limited (an ATCO company), Luma Energy LLC, and Polyforum Cultural Siqueiros, as well as President of the Board of Trustees of the Museum Franz Mayer.

Mr Rangel is an independent non-executive director of Grupo Nacional Provincial, S.A.B. and Profuturo Afore, S.A. de C.V., which are companies within the BAL Group. He is not involved in executive duties in any of those companies and has a similar obligation to be independent for those two companies as for Fresnillo. The Board does not consider that Mr Rangel’s position as an independent non-executive director of the Company is adversely impacted by those two appointments.

Mr Cepeda was President and Senior Country Officer at JP Morgan based in Mexico City from 1993 to 2019. He was also Chief Executive Officer of JP Morgan Wealth Management Latin America, also based in Mexico City from 2009 to 2012. He led many important investment banking transactions, both in the public and private sectors, being a key participant in the growth and development of JP Morgan’s business in Mexico and Latin America.

Mr Cepeda has a degree in Business Administration and Economics from Deusto University, Bilbao and an MBA from the University of Southern California.

Mr Cepeda served two periods as Vice President of the Mexican Bank Association and also served on the board of the Woodrow Wilson International Center for Scholars and has served as a counsellor in several organisations related to culture, education and health.

Mr Cepeda presently serves on the board of Grupo Profuturo, S.A.B. de C.V. and Grupo Palacio de Hierro, S.A.B. de C.V. He is also a director of Profuturo Pensiones, S.A. de C.V.; Profuturo Afore, S.A. de C.V.; Valores Mexicanos Casa de Bolsa, S.A. de C.V. and EnerAB, S. de R.L. de C.V.

Mr Cepeda is currently an adviser to the BAL Group and therefore, the Board does not consider him to be an independent Non-executive Director.

During the Board meeting held on 28 April 2021, Mr Alberto Baillères said of Mr Rangel’s appointment: “I am very pleased that Hector has agreed to join our Board, subject to his election at the Company’s forthcoming annual general meeting. With a broad understanding of Mexican business based on a distinguished career in banking, Mr Rangel will be a valuable addition to the Fresnillo board. I look forward to welcoming him to the Board following the 2021 AGM.”

Mr Alberto Baillères also said of Mr Cepeda’s appointment: “I am delighted that Eduardo has agreed to join the Board. He has considerable experience in finance, international markets and banking. I also look forward to welcoming him to the board following the 2021 AGM”.

The Board, at its meeting held on 28 April 2021, has also approved several recommendations from the Nominations Committee with respect to the following changes to the membership of the different Board Committees which will take immediate effect:

–     Mr Alberto Tiburcio, an independent nonexecutive director of the Company, has been appointed as Chairman of the Remuneration Committee, in place of Mr Charles Jacobs.

–     Mr Charles Jacobs, an independent nonexecutive director of the Company, has been appointed as member of the Nominations Committee, in place of Mr Alberto Tiburcio.

–     Mr Alejandro Baillères, a nonexecutive director of the Company, has been appointed as Chairman of the Nominations Committee, in place of Mr Alberto Baillères.

–     Mr Alejandro Baillères, a nonexecutive director of the Company, has been appointed as member of the Remuneration Committee, in place of Mr Alberto Baillères.

The Board has also approved a recommendation from the Nominations Committee that Mr Rangel be appointed as a member of the Audit Committee in place of Mr Charles Jacobs, with effect from his appointment to the Board after the AGM.

In light of the foregoing, the new compositions of all the relevant committees will be as follows:

Nominations CommitteeRemuneration CommitteeAudit Committee
ChairAlejandro BaillèresAlberto TiburcioAlberto Tiburcio
Barbara Garza LagüeraGuadalupe de la VegaGeorgina Kessel
Charles JacobsAlejandro BaillèresHéctor Rangel(after the AGM)

Although Mr Alejandro Baillères was non-independent at the time of his appointment to the Board (and therefore his membership of the Remuneration Committee does not comply with Code Provision 32 of the UK Corporate Governance Code), the Board has determined that Mr Alejandro Baillères’ experience and knowledge of the Group and the Mexican market and his considerable contribution to the Remuneration Committee’s deliberations justifies his membership of that Committee.

The Board confirms that Audit and Nominations memberships continue to comply with the relevant UK Corporate Governance Code provisions on composition.

The information contained within this announcement is deemed by Fresnillo plc to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person making the notification is Carlos Ortiz Mena, Head of Legal, Fresnillo plc. The time of the notification is 7:00 am UK time.

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