Audit Committee & Corporate Practices Committee

Committees

CEMEX, S.A.B. de C.V.’s by-laws contemplate the existence of an Audit Committee and a Corporate Practices Committee to help the Board of Directors in the performance of its duties.

In accordance with CEMEX, S.A.B. de C.V.’s by-laws, all members of the Audit Committee and Corporate Practices and Finance Committee, including their respective president, must be independent directors.

The duration of each member's position is indefinite, and they may only be removed by a resolution of CEMEX, S.A.B. de C.V.’s Ordinary General Shareholders Meeting or the Board of Directors.

Audit Committee

The Audit Committee is responsible for evaluating our internal controls and procedures, and identifying deficiencies; following up with corrective and preventive measures in response to any non-compliance with our operation and accounting guidelines and policies; evaluating the performance of our external auditors; describing and valuing non-audit services performed by our external auditor; reviewing our financial statements; assessing the effects of any modifications to the accounting policies approved during any fiscal year; and overseeing measures adopted as a result of any observations made by our shareholders, directors, executive officers, employees or any third parties with respect to accounting, internal controls and internal and external audit, as well as any complaints regarding management irregularities, including anonymous and confidential methods for addressing concerns raised by employees.

Everardo Elizondo Almaguer
President

Rodolfo García Muriel

Francisco Javier Fernández Carbajal

Corporate Practices and Finance Committee

The Corporate Practices and Finance Committee is responsible for evaluating the hiring, firing and compensation of our chief executive officer; reviewing the hiring and compensation policies for our executive officers; reviewing policies regarding the use of corporate assets; reviewing unusual or material transactions; evaluating waivers granted to our directors or executive officers regarding seizure of corporate opportunities; reviewing mergers, acquisitions, market information and financial plans, including financing and related party transactions.

Francisco Javier Fernández Carbajal
President

Dionisio Garza Medina

Rodolfo García Muriel

Armando Garza Sada

Sustainability Committee

In addition, at a meeting of our Board of Directors held on September 25, 2014, our Directors approved the creation of our Sustainability Committee.

The Sustainability Committee is responsible for ensuring sustainable development in our strategy; supporting the Board of Directors in fulfilling its responsibility to shareholders regarding sustainable growth; evaluating the effectiveness of sustainability programs and initiatives; providing assistance to our chief executive officer and senior management team regarding the strategic direction on sustainability; and endorse a model of sustainability, priorities and key indicators.

Armando J. García Segovia
President

Ian Christian Armstrong Zambrano

Francisco Javier Fernández Carbajal

Marcelo Zambrano Lozano

For more information about our Committees, please refer to our Form 20-F available in our reports page

Our commitment to deliver value to our stockholders rests on a clear recognition that, as a public company, we are stewards of other people’s money. They invest with us to achieve superior long-term returns at acceptable risk. We have never—and will never—lose sight of that fact.

We are committed to abide by the laws and regulations of every jurisdiction in which we operate. Our shares are listed on the Mexican Stock Exchange and on the New York Stock Exchange ("NYSE"), and as such, we adhere to all applicable Mexican regulations and NYSE and U.S. Securities and Exchange Commission requirements for foreign issuers, including the Sarbanes-Oxley Act of 2002.

Nonetheless, we recognize that our strict adherence to the law is not enough to run a growing, global organization. Beyond compliance, our commitment—to ourselves, our investors, and to all of our stakeholders—is to manage CEMEX with integrity. Everything we do rests on this foundation.

Our financial culture and management style are open and transparent. Through our regular meetings, reports, guidance, conference calls, and personal interactions, we vigorously work to keep our investors fully and fairly informed of our activities and to ensure our financial disclosure meets the highest ethical standards.

While our board of directors is ultimately responsible for supervising the overall operation of our company, all of our employees play a critical role in enforcing good governance and financial reporting practices. We, therefore, encourage them to comment on our reporting methods and processes and to voice any concerns.

We know that to succeed we must not just do the right things, but do them the right way. Hence, our code of ethics works to ensure that all of our employees abide by the same high standards of conduct in their daily interactions. The code governs our relationships with all of our stakeholders, including such important areas as workplace safety, environmental responsibility, confidentiality, conflicts of interest, financial controls, and preservation of assets.

Finally, we firmly believe that, as managers of a public company, our economic interests should always be aligned with those of our shareholders. Thus, we have adopted stock-based compensation plans that ensure that our managers acquire and retain over time an ownership interest in CEMEX.

We have established governance and management practices that are consistent with our relentless commitment to creating long-term stockholder value. These practices are part of the reason that we have grown from a regional Mexico-based company to a global industry player. They are part of the reason that we are regularly one of the most profitable of our global industry peers. And they are a part of the reason that we are well-positioned for an even more productive future.

Questions?

You may find answers to our most frequently asked questions in our FAQ's page. If your question is unanswered, please contact the investor relations team at the location of your convenience.

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