Board of Directors

CEMEX, S.A.B. de C.V.’s Board of Directors is responsible for supervising the overall operation of the company. Chaired by Mr. Rogelio Zambrano Lozano, the Board of Directors consists of fifteen directors.

CEMEX, S.A.B. de C.V.’s current Board of Directors is constituted as follows:

Management Team

At the executive level, our CEO and members of our management team oversee the day-to-day operation of our company. The management team develops, refines, and directs the implementation of our business strategy.

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.

José Manuel Rincón Gallardo Purón
President

Roberto Luis Zambrano Villarreal

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.

Dionisio Garza Medina
President

Francisco Javier Fernández Carbajal

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 Fernandez Carbajal

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

Code of Ethics

We established our code of ethics 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, workplace safety, health, environmental responsibility, protection of confidential information, conflicts of interest, financial controls and records, and preservation of assets.

Through our ethics committees, training programs, and secure internal communications channels, we ensure awareness and enforcement of the code. We periodically evaluate its provisions and update it when necessary.

View the full version of CEMEX's Code of Ethics.

ETHOS Line

We encourage our employees, stakeholders and the general public to submit suggestions, inquiries and report alleged ethics, compliance or governance violations through ETHOS Line, an open and confidential communication channel.

Visit ETHOS Line site 

By-laws

You may access our complete amended and restated by-laws by clicking here.

General

CEMEX, S.A.B. de C.V. is an operating and holding company engaged, directly or indirectly, through operating subsidiaries, primarily in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates, clinker and other construction materials throughout the world. We are a global cement manufacturer, with operations in Mexico, the United States, Europe, South America, Central America, the Caribbean, Asia, Middle East and Africa. We plan to continue focusing on our core business, the production and sale of cement, ready-mix concrete and aggregates, and the vertical integration of these businesses, leveraging our global presence and extensive operations worldwide. We believe that this strategic focus has enabled us to grow our existing businesses, particularly in high-growth markets and higher-margin products. In approximately 25 years, we evolved from primarily a Mexican cement producer to a global building materials company with a diversified product portfolio across a balanced mix of developed and emerging economies that provides comprehensive building solutions.

CEMEX, S.A.B. de C.V.’s complete corporate purpose can be found in article 2 of CEMEX, S.A.B. de C.V.’s by-laws. CEMEX, S.A.B. de C.V.’s corporate purpose includes, but is not limited to, the manufacture, sale, distribution, transportation, import, export and the industrial and commercial use of cement, ready-mix concrete, aggregates and, in general, any type of building materials. We may also undertake all legal acts which are beneficial, accessory, necessary or convenient to effectively achieve our corporate purpose, including, but not limited to, the acquisition, sale, management, lease or sublease of property, transactions involving negotiable instruments, and guaranteeing obligations of third parties.

CEMEX, S.A.B. de C.V.’s corporate seat is in Monterrey, Nuevo León.

CEMEX, S.A.B. de C.V. has two series of common stock, the series A common stock, with no par value, or A shares, which can only be owned by Mexican nationals, and the series B common stock, with no par value, or the B shares, which can be owned by both Mexican and non-Mexican nationals. CEMEX, S.A.B. de C.V.’s by-laws state that the A shares may not be held by non-Mexican persons, groups, units or associations that are foreign or have participation by foreign governments or their agencies. CEMEX, S.A.B. de C.V.’s by-laws also state that the A shares shall at all times account for a minimum of 64% of our total outstanding voting stock. Other than as described herein, holders of the A shares and the B shares have the same rights and obligations.

History

Pursuant to the requirements of Mexican corporation law, CEMEX, S.A.B. de C.V.’s articles of association and by-laws, or estatutos sociales, were registered with the Mercantile Section of the Public Register of Property and Commerce in Monterrey, Mexico, under entry number 21, since June 11, 1920.

CEMEX, S.A.B. de C.V.’s initial corporate name was CEMENTOS PORTLAND MONTERREY, S.A. On January 20, 1931, we changed our corporate name to CEMENTOS MEXICANOS, S.A., and on April 28, 1988, we changed it again to CEMEX, S.A.

On April 28, 1994, we changed from a fixed capital corporation to a variable capital corporation in accordance with Mexican corporation law and effected a three-for-one split of all our outstanding capital stock. As a result, we changed our corporate name from CEMEX, S.A. to CEMEX, S.A. de C.V., established a fixed capital account and a variable capital account and issued one share of variable capital stock of the same series for each eight shares of fixed capital stock held by any shareholder, after giving effect to the stock split.

At an Extraordinary General Shareholders Meeting held on April 27, 2006, CEMEX, S.A.B. de C.V.’s shareholders approved certain amendments to our by-laws in order to comply with certain provisions under applicable Mexican securities law. As a result, among others, we changed our corporate name from CEMEX, S.A. de C.V. to CEMEX, S.A.B. de C.V., which means that we are now a publicly traded company (Sociedad Anónima Bursátil de Capital Variable or S.A.B. de C.V.).

At an Extraordinary General Shareholders Meeting held on March 20, 2014, CEMEX, S.A.B. de C.V.’s shareholders approved, among other items, the board of directors’ proposal to expand our corporate purpose, so that, aside from being a holding company, we can undertake operating activities related to the production and commercialization of cement, ready-mix concrete and aggregates.

At an Extraordinary General Shareholders Meeting held on March 26, 2015, CEMEX, S.A.B. de C.V.’s shareholders approved, a proposal to amend CEMEX, S.A.B. de C.V.’s by-laws in order to extend CEMEX, S.A.B. de C.V.’s corporate existence for an indefinite period, adopt an electronic system established and managed by the Mexican Ministry of Economy (Secretaría de Economía) for the issuance of notices for shareholders meetings and other legal matters, remove a redundancy in certain minority rights, adopt additional provisions that CEMEX, S.A.B. de C.V.’s Board of Directors shall consider in order to authorize purchases of shares, and adopt provisions to improve CEMEX, S.A.B. de C.V.’s corporate governance with respect to the presidency at shareholders meetings and corresponding corporate bodies.

All amendments to CEMEX, S.A.B. de C.V.’s by-laws have been registered pursuant to the requirements of applicable Mexican law.

For a summary of the main provisions of our by-laws see our annual report on Form 20-F filed before the United States Securities and Exchange Commission.

Sarbanes-Oxley Act

The Sarbanes-Oxley Act of 2002 (the Act), which was signed into law by U.S. President George W. Bush on July 30, 2002, has far-reaching implications for non-U.S. companies that issue securities in the United States or whose securities are traded on U.S. securities exchanges.

The Act mandated a number of reforms to enhance corporate responsibility and financial disclosure and to combat corporate and accounting fraud. It also created the Public Company Accounting Oversight Board to oversee the activities of the auditing profession. You can find links to all of the rules and reports issued by the U.S. Securities and Exchange Commission (the SEC) under the Act at:

http://www.sec.gov/spotlight/sarbanes-oxley.htm  

Our compliance with the Act

We comply with all applicable laws and regulations. We further adhere to best practices that are in the best interest of our investors. For example, we adhere to the SEC's Regulation Fair Disclosure (FD), which prohibits selective disclosure of material information, even though Regulation FD does not apply to non-U.S. issuers. We voluntarily subscribe to Regulation FD because we firmly believe that it reinforces the integrity of the securities markets and increases investor confidence.

The steps we have taken to comply with the Act include:

• CEO/CFO Certification of Financial Reports

  The Act requires that each annual report filed with the SEC on Form 20-F include a written certification by the issuer's CEO and CFO that no material untrue statements are made and no material omissions exist. Beginning in 2003, our CEO and our Executive Vice President of Planning and Finance certified our Form 20-F annual report.

• Internal Certification

  We developed a system to assist the CEO and CFO's certification process, in which all of the senior executives who are responsible for providing operating and financial information for public disclosure certify that the information is accurate and no material omissions exist. This internal certification process is not required by the Act, but we believe it is helpful to ensure compliance.

• Internal Controls

  The Act requires that we include in our annual report on Form 20-F, a report of management on the company's internal control over financial reporting, which must include, among other things, a statement that our external auditors have issued an attestation report on management's assessment of the company's internal control over financial reporting. We are working diligently to ensure that management can give a favorable assessment in our annual report for 2005.

• Independent Audit Committee

  The Act mandates that each public company establish an audit committee that maintains certain standards of independence. The audit committee is charged, among other things, with overseeing the company's external auditors and establishing mechanisms to ensure the anonymous and confidential treatment of employee complaints regarding accounting and auditing matters. In 2002 our shareholders approved amendments to our by-laws establishing an audit committee. Our audit committee is comprised of three directors, all of whom qualify as independent directors under the Act. In addition, one of the members of the audit committee qualifies as a "financial expert", as defined in the Act.

• Code of Ethics

  The Act directs the SEC to adopt rules that require each public company to disclose in periodic reports whether it has adopted a code of ethics for its senior financial officers. In 2000 we adopted our code of ethics, which requires all of our employees to abide by the same high standards of conduct. In 2004 we amended and updated our code of ethics to ensure compliance with the Act and to clarify and enhance its provisions.

CEMEX and the NYSE

Section 303A.11 of the New York Stock Exchange ("NYSE") Listed Company Manual ("LCM"), requires that listed foreign private issuers, such as CEMEX, S.A.B. de C.V. ("CEMEX"), must disclose any significant ways in which their corporate governance practices differ from those followed by U.S. companies under NYSE listing standards.

CEMEX is incorporated as a stock corporation with variable capital organized under the laws of the United Mexican States ("Mexico"). Its shares are listed on both the NYSE and the Mexican Stock Exchange ("MSE"). CEMEX is an operating and holding company engaged, directly or indirectly, through its operating subsidiaries, primarily in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates, clinker and other construction materials throughout the world.

CEMEX's corporate governance practices are governed by its by-laws, by the corporate governance provisions set forth in the Ley del Mercado de Valores (the "Mexican Securities Market Law"), the Circular de Emisoras (the "Mexican Regulation for Issuers") issued by the Comisión Nacional Bancaria y de Valores (the "Mexican Banking and Securities Commission") and the Reglamento Interior de la Bolsa Mexicana de Valores (the "Mexican Stock Exchange Rules") (the Mexican Securities Market Law, the Mexican Regulation for Issuers and the Mexican Stock Exchange Rules, collectively the "Mexican Laws and Regulations"), and by applicable U.S. securities laws. CEMEX is also subject to the rules of the NYSE (the "NYSE Rules") to the extent they apply to foreign private issuers. Except for those specific rules, foreign private issuers are permitted to follow home country practice in lieu of the provisions of Section 303A of the LCM.

CEMEX, on a voluntary basis, also complies with the Código de Mejores Prácticas Corporativas (the "Mexican Code of Best Corporate Practices") as indicated below, which was promulgated by a committee established by the Consejo Coordinador Empresarial ("Mexican Corporate Coordination Board"). The Mexican Corporate Coordination Board provides recommendations for better corporate governance practices for listed companies in Mexico, and the Mexican Code of Best Corporate Practices has been endorsed by the Mexican Banking and Securities Commission.

In order to comply with Section 303A.11 of the LCM, the following is a summary of significant ways in which our corporate governance practices differ from those required to be followed by U.S. domestic companies under the NYSE's listing standards.