FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

Table of Contents
Since we are Mexican corporation with shares listed on the Mexican Stock Exchange, our corporate governance standards are governed by our corporate bylaws, the
Mexican Securities Market Law and the regulations issued by the Mexican Banking and Securities Commission. In order to comply with the above-mentioned laws and regulations, as a
public company listed on the Mexican Stock Exchange since December 2003, we are required by the Mexican Banking and Securities Commission to disclose annually the extent to
which our corporate governance practices comply with those issued by the Mexican Banking and Securities Commission as general guidelines and which are collected in the Mexican
Code of Enhanced Corporate Practices (Código de Mejores Prácticas Corporativas), or the Code. This Code was originally created by a group of Mexican business leaders and was
acknowledged by the Mexican Banking and Securities Commission in December 2003. Under Mexican legislation, we are not compelled to comply with the guidelines contained in the
Code, although compliance is highly recommended by the authorities and disclosure as to the degree of our compliance therewith is mandatory.
NYSE
Standards
A majority of the Board of Directors must be independent. Exception for
“controlled companies,” which would include our Company if we were a U.S.
issuer.
Non-management directors must meet at executive sessions without management.
Nominating/corporate governance committee of independent directors required.
Exception for “controlled companies,” which would include our Company if we
were a U.S. issuer.
Compensation committee of independent directors required. Exception for
“controlled companies,” which would include our Company if we were a U.S.
issuer.
Audit committee satisfying the independence and other requirements of Rule 10A-3
under the Exchange Act and the NYSE independence standards.
Our Corporate
Governance Practice
The Mexican Securities Market Law requires that listed companies have at least 25% of
independent directors. The 25% of the members of our Board are independent under the
Mexican Stock Exchange Law. Our Board of Directors is not required to make a
determination as to the independence of our directors. The applicable definition of
independence, which differs in certain respects from the definition applicable to U.S. issuers
under the NYSE standard, prohibits, among other relationships, an independent director
from being an employee or officer of the Company or an independent director from being a
shareholder that may have influence over the Company. It also prohibits certain
relationships between the Company and the independent director, entities with which the
independent director is associated and family members of the independent director.
Our non-management directors are not required to meet in executive sessions. Executive
sessions are not recommended by the Mexican Code of Enhanced Corporate Practices. Our
Chief Executive Officer is a member of our Board of Directors.
We are not required to have a nominating corporate governance committee, and such
committee is not recommended by the Mexican Code of Enhanced Corporate Practices.
We are not required to have a compensation committee, and currently we do not have one.
We have a three-member audit committee, which is independent under applicable Mexican
standards and for Rule 10A-3. Members of our audit committee do not need to satisfy the
NYSE independence standards that are not required by Rule 10A-3. Our audit committee
does not have a written charter.
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