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

Table of Contents
Employee Profit Sharing
Under Mexican law, we are required to contribute 10% of our yearly taxable profits, as adjusted, to our employees. This contribution is distributed in May of each
year. In addition, in the past we have customarily paid an annual Christmas bonus to our employees in an amount equal to between two (the minimum required by law) and five weeks’
salary, depending on seniority.
The Pension Fund
We recognize the labor obligations for retirement pensions and seniority premiums derived from defined benefit plans for all their employees in accordance with
Mexico’s Federal Labor Law, as well as the schemes that have been established for each plan. Seniority premiums are granted for a voluntary separation of personnel who have
completed at least fifteen years of service and are calculated based on the number of years worked. Retirement pensions are granted to all personnel who have completed at least ten
years of service and reached 65 years of age. We are required to pay certain severance benefits to employees that are dismissed without proper cause. These payments are expensed
when paid.
Projected benefit obligations, unamortized items and the net periodic cost applicable to labor obligations referred to above are determined by using the “projected unit
credit method”, in conformity with Bulletin D-3, “Labor obligations” of Mexican FRS. Severance benefits which arise from restructuring causes, should continue to follow the guidelines
of Bulletin C-9, “Liability, provisions, contingent assets and liabilities, and commitments” of Mexican FRS.
We have created a fund placed in irrevocable trusts at a financial institution to meet the labor obligations referred to above. Contributions to these funds are
determined annually by an actuarial calculation approved by our Board of Directors. We believe that obligations under these trusts are closely monitored by their trustee.
During 2009 and 2010 contributions to the fund amounted to Ps. 20.6 million and Ps. 9.6 million, respectively. In 2011, no contributions were made to this fund. As of
December 31, 2009, 2010 and 2011, fund assets consisted primarily of investments in equity securities as well as in fixed income securities issued by Mexican companies that are traded
on the Mexican Stock Exchange.
Board Practices
The management of our business is vested in our Board of Directors and the Chief Executive Officer. Our bylaws provide that the number of seats on our Board of
Directors shall be determined by our shareholders at a general ordinary shareholders’ meeting held for the purpose of appointing and electing directors, which at any time may be
formed by at least six but no more than twenty-one members of the Board of Directors. Directors and alternate directors are elected for one-year terms by our shareholders at each
annual shareholders’ meeting, and each serves until a successor is elected and takes office. In order to have a quorum for a meeting of the Board of Directors, a majority of the directors
must be present.
According to the Mexican Securities Market Law, the Board of Directors may have up to 21 members and each member may have its alternate. The members of the
Board of Directors shall be appointed by the shareholders’ meeting and shareholders controlling 10% of the capital stock of the company may appoint or revoke in the shareholders’
meeting a member of the Board of Directors.
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