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

Table of Contents
In accordance with the Mexican Securities Market Law and our bylaws, 25% of the members of our Board of Directors must qualify as “independent directors”. Under
Mexican law, a person will not qualify as an “independent director” if he or she is, among other things:
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one of our employees or managers;
a controlling shareholder;
a director, executive officer or relative of a controlling shareholder, or entities controlled or managed by a controlling shareholder; or
a significant client, supplier, debtor or creditor, or member of the board of directors or executive officer of any of these entities.
Our bylaws also provide that the Chairman of the Board of Directors shall have the casting vote in the event of a tie. The Board of Directors is required to meet at
least once a quarter. The Chairman, 25% of the directors or the Chairman of the Audit and Corporate Practices Committee may call for a meeting of the Board of Directors. Also, our
bylaws provide that the Board of Directors must approve with input from the Audit and Corporate Practices Committee, on an individual basis (i) any transaction with related parties,
subject to certain limited exceptions, (ii) the appointment of our Chief Executive Officer, his compensation and removal for justified causes, (iii) our financial statements and those of our
subsidiaries, (iv) unusual or non-recurrent transactions and any transactions or series of related transactions during any calendar year that involve (a) the acquisition or sale of assets
with a value equal to or exceeding 5% of our consolidated assets or (b) providing collateral or guarantees or the assumption of liabilities, equal to or exceeding 5% of our consolidated
assets, (v) agreements with our external auditors and (vi) accounting policies, within GAAP.
In addition, pursuant to the Mexican Securities Market Law and our bylaws, holders of at least 10% of our voting stock are also entitled to appoint a director and a
corresponding alternate director.
Committees of Our Board of Directors
In accordance with the Mexican Securities Market Law, we have an Audit and Corporate Practices Committee. As of April 27, 2012, the Audit and Corporate Practices
Committee is formed by Messrs. Julio Madrazo García (chairman), Gabriel Alarcón Velázquez and Juan Carlos Peralta del Río, all independent members of the Board of Directors. As
required by the Mexican Securities Market Law, both the chairman and a majority of the members of the Audit and Corporate Practices Committee are independent directors. Among
other duties and responsibilities, the Audit and Corporate Practices Committee must:
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supervise our external auditors and analyze their report;
analyze and supervise the preparation of our financial statements;
inform the Board of Directors of our internal controls and their adequacy;
request reports of our Board of Directs and executive officers whenever it deems appropriate;
inform the Board of any irregularities that it may encounter;
receive and analyze recommendations and observations made by the stockholders’ meetings;
supervise the activities of our Chief Executive Officer;
provide an annual report to the Board of Directors;
provide opinions to our Board of Directors;
request and obtain opinions from independent third parties; and
assist the Board in the preparation of annual reports and other reporting obligations.
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