Cemex 2013 Annual Report Download - page 30

Practices, which provides recommendations for better
corporate practices for listed companies in Mexico. Our
company’s board of directors is composed of qualified di-
rectors who provide appropriate oversight and meet the
independence criteria under applicable laws. The require-
ment of independence of our audit committee members
satisfies the independence and other requirements under
applicable law, and one member of our audit committee
meets the requirements of a “financial expert” as defined
by the Sarbanes-Oxley Act of 2002 (SOX).
We also have designed and deployed a formal internal
process to support the certification by our chief execu-
tive officer and our executive vice president of finance
and administration of the information that we present
in CEMEX’s periodic reports to the U.S. Securities and
Exchange Commission, as well as to the corresponding
securities authorities in Mexico. Moreover, in compliance
with applicable requirements under SOX, we have estab-
lished: 1) a system to ensure that relevant information
reaches senior management in a timely manner; 2) a sys-
tem for anonymously and confidentially communicating to
the audit committee complaints and concerns regarding
accounting and audit issues; 3) a process for anonymous-
ly and confidentially submitting complaints related to un-
ethical conduct and misuse of assets; and 4) a task force
to follow legal requirements and best corporate-gover-
nance practices and, when appropriate, propose further
improvements. Our code of ethics reflects the require-
ments of SOX. We are in compliance with the applicable
sections of SOX, including section 404.
Moreover, as part of our efforts to reduce our ecological
footprint, we increase our use of alternative fuels and raw
materials, improve our energy efficiency, and contract re-
newable power where feasible. Additionally, we optimize
air quality, waste management, and recycling; diminish
disturbances from noise and dust; and implement biodi-
versity action plans at our quarries.
Furthermore, we engage our key stakeholders. In partic-
ular, we place a high priority on the health and safety of
our employees, our contractors, and our communities.
We are committed to help in the development of our
local communities, and we collaborate with governments,
NGOs, and opinion leaders to anticipate and address
emerging social demands.
Alignment with investor interests
Employee stock-ownership plan
To better align our executives’ interests with those of
our stockholders, we began offering executives a new
stock-ownership program in 2005. The plan moves our
company’s long-term incentives from stock option grants
to restricted stock awards. As of December 31, 2013,
our executives held 32,493,760 restricted CPOs, repre-
senting 0.3% of our total CPOs outstanding.
Corporate governance
We are committed to the highest standards of corpo-
rate governance. Our corporate governance practices
are governed by our bylaws and all applicable provisions
in both Mexican and U.S. securities laws. On a voluntary
basis, we also comply with the Mexican Code of Best
We raised US$500,000 from
our worldwide employees’
donations and our compa-
ny’s two-to-one matching
contributions to help families
impacted by Typhoon Haiyan
in the Philippines.
We place a high priority on the health
and safety of our employees, our con-
tractors, and our communities.
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