Pursuant to our by-laws, the Executive Committee has the delegated power to exercise all the powers and authority of the Board, except for those prohibited by statute. At the Board's discretion, the Executive Committee shall have such more limited or specific powers as the Board may from time to time designate. The Executive Committee is comprised of Messrs. German Larrea Mota-Velasco (Chairman), Oscar Gonzalez Rocha, Emilio Carrillo Gamboa, Armando Ortega Gomez and Juan Rebolledo Gout.

The functions of the Audit Committee include approving the engagement of independent accountants, reviewing and approving the fees, scope and timing of their other services and reviewing the audit plan and results of the audit. The Audit Committee also reviews our policies and procedures on internal auditing, accounting and financial controls. The implementation and maintenance of internal controls are understood to be primarily the responsibility of management. The Audit Committee is comprised of Messrs. Emilio Carrillo Gamboa (Chairman), Luis Miguel Palomino Bonilla (Audit Committee Financial Expert) and Gilberto Perezalonso Cifuentes (Audit Committee Financial Expert).

The Compensation Committee has general responsibility for the administration, interpretation and oversight of all aspects of remuneration, including compensation, benefits and perquisites of all of our executive officers and other of our key employees and those of our subsidiaries. The Compensation Committee is comprised of Messrs. German Larrea Mota-Velasco, Oscar Gonzalez Rocha, Xavier Garcia de Quevedo Topete and Gilberto Perezalonso Cifuentes.

The Special Nominating Committee functions as a special committee to nominate special independent directors to the Board. Pursuant to our restated certificate of incorporation, as amended, a special independent director is any director who (1) satisfies the independence requirements of the New York Stock Exchange and (2) has been nominated to the Board by the Special Nominating Committee. The Special Nominating Committee has the right to nominate a number of special independent directors based on the percentage of our common stock owned by all holders of our common stock, other than Grupo Mexico. The Special Nominating Committee presently consists of Messrs. Luis Miguel Palomino Bonilla, Carlos Ruiz Sacristan and Xavier Garcia de Quevedo Topete.

The primary functions of this Committee are: (a) to consider and make recommendations to the Company´s Board of Directors concerning the appropriate functions and needs of the Board,(b) to develop and recommend to the Board corporate governance principles, (c) to oversee evaluation of the Board and management, and (d) to oversee and review compliance with the disclosure and reporting standards of the Company that require full, fair, accurate, timely, and understandable disclosure of material information regarding the Company in reports and documents that it files with the SEC, the NYSE and equivalent authorities in the countries in which the Company operates, as well as in other public communications that it regularly makes. The Corporate Governance and Disclosure Committee is comprised of Messrs. German Larrea Mota-Velasco (Chairman), Oscar Gonzalez Rocha, Xavier Garcia de Quevedo Topete and Emilio Carrillo Gamboa.

The Vice-President, Legal, General Counsel, and Secretary is the Board -appointed Trustee for the Company´s Benefits Plans subject to US regulations, including ERISA. This officer will appoint and Administrative Committee sitting four management members whose purpose is to administrate and manage those plans and oversee the performance of the trust agents and others charged with investing the plan´s monies. The Administrative Committee is comprised of Messrs. Oscar Gonzalez Rocha, Armando Ortega, Jose N. Chirinos, Gabino Paez, Hans A. Flury.