The board of directors designates the members of the Special Committee with responsibilities in the area of audit, corporate practices, and finance and planning. This Committee is made up exclusively by independent board members. The annual shareholders' meeting elects the chairman of the Special Committee.

In the area of audit, in order to comply with corporate, accounting, financial information, and internal control policies, in accordance with Law, the Special Committee has the following responsibilities:

• selecting the external auditor of the Company, recommending to the Board of Directors the appointment of such external auditor, and providing an opinion about any removal of such external auditor;
  
• supervising our external auditors and analyzing their reports;
  
• analyzing and supervising the preparation of our financial statements;
  
• informing the board of our internal controls and their adequacy;
  
• requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information guidelines used for the preparation of the financial information, and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Securities Market Law;
  
• informing the Board of Directors of any irregularities that it may encounter;
  
• receiving and analyzing recommendations and observations made by the shareholders, members of the Board of Directors, executive officers, our external auditors or any third party and taking the necessary actions;
  
• calling shareholders' meetings;
  
• overseeing the execution of the shareholders' and directors' resolutions by the Chief Executive Officer in accordance with the instructions provided thereto by the shareholders or the directors; and
  
• providing an annual report to the Board of Directors.
  

In the area of corporate practices, with the objective of reducing the potential risks that operations that are detrimental to OMA take place or that privilege a specific group of persons or shareholders, the Special Committee has the following responsibilities:

• providing opinions to our Board of Directors;
  
• requesting and obtaining opinions from independent experts; calling shareholders' meetings; and
  
• assisting the board in the preparation of annual reports and other reporting obligations.
  

In the area of Finance and Planning, with the objective of evaluating the long term strategic planning, investment and financing policies, and identifying the risks to which the company is subject, the special Committee has the following responsibilities:

• analyzing the general principles for the determination of the strategic plan of the Company and the observance of such plan;
  
• evaluating and opining on the investment and financing policies of the Company propose it by the Chief Executive Officer and these policies are consistent with the strategic plan of the Company;
  
• opining on the premises of the annual budget and the following of its application, such as its control system;
  
• analyzing and evaluating the risks factors of the Company, such as the mechanisms for its control;
  
• evaluate that the financing projects are consistent with the strategic plan of the Company.

Committee Members

Luis G. Zazueta Domínguez
Fernando Flores Pérez
Cristina Gil White
Alberto Mulás Alonso