1E9Ct5D

5.4. Oversight of the CompanyEvery stock corporation must appoint, in a general ordinary shareholders meeting, oneor more examiners. The appointment of the examiners is temporary, revocable andremunerated and shareholders or persons outside of the company can be appointed.However, persons barred from engaging in commerce, employees of the company,employees of those companies that are shareholders of more than 25 percent of the capitalstock, employees of the companies in which the company is a shareholder of morethan 50 percent and blood relatives of the sole director or the board members in a directline without limitation of degree, as well as siblings, cousins and brothers- and sistersin-lawof the sole director or the board members, cannot be appointed as examiners.The restriction in the law on who can be appointed examiners of a company is intendedto guarantee the quality and independence of the oversight work required from theexaminers. In practice, in stock corporations, members of the accounting firm thataudits the financial statements of the company are appointed as examiners.The shareholders representing 25 percent of the capital stock can appoint an examinerand in the case of companies whose stock is registered on the Stock Exchange, theshareholders representing 10 percent will have such power.The powers and obligations of the examiners include, among others, to ensure the creationand maintenance of any guarantee that has been requested from the sole director,the board members, the directors and the managers of the company; to request from thesole director and the board members monthly information that includes at least a statementof the financial situation and a statement of results; to carry out an examination ofthe operations, documents, and records in order to render an opinion to the meeting; torender annually to the general ordinary shareholders meeting a report with respect to thetruthfulness, sufficiency, and reasonableness of the information presented by the soledirector or by the board of directors to the shareholders meeting; to have added to theagenda of the board of directors and shareholders meetings the points they consider necessary;to call shareholders meetings; to attend with voice but not vote the board of directorsand shareholders meetings; and to scrutinize without restriction and at any time theoperations of the company.5.5. The Shareholders Meeting61Requirements for Establishing a Company in MexicoThe LGSM recognizes the existence of several types of meetings: general meetings andspecial meetings. General meetings may be ordinary or extraordinary, depending on thematters addressed and not, as some erroneously state, on the time during which theymeet. In the extraordinary meetings the quorum for both their convening and for adoptingresolutions is higher than those for an ordinary meeting.