Audit Committee Annual Report
To the Board of Directors
Fomento Económico Mexicano, S.A.B. de C.V.:
In compliance with the provisions of Articles 42 and 43 of the Stock Exchange Market Law (Ley del Mercado de Valores) and the Charter of the Audit Committee, we do hereby inform you about the activities we performed during the year ending on December 31, 2010. In performing our work, we kept in mind the recommendations established in the Code of Corporate Best Practices and the provisions set forth in the Sarbanes– Oxley Act, considering our Company is listed in the U.S. Stock Exchange Market. We met at least quarterly and, based on a work program, we carried out the activities described below:
We made sure that Management, in compliance with its responsibilities regarding internal control, established the general guidelines and the pro- cesses necessary for their application and compliance. Additionally, we followed up on the comments and remarks made in this regard by External Auditors as a result of their findings.
We validated the actions taken by the Company in order to comply with section 404 of the Sarbanes–Oxley Act regarding the self-assessment of internal control performed by the Company and to be reported for year 2010. Throughout this process, we followed up on the preventive and corrective measures implemented for any internal control aspects requiring improvement.
We periodically evaluated the effectiveness of the Risk Management System, established to identify, measure, record, assess, and control the Company's risks, as well as for the implementation of follow-up measures to assure its effective operation, considering it appropriate.
We reviewed with Management and both External and Internal Auditors, the key risk factors that could adversely affect the Company's operations and patrimony, and it was determined that they have been appropriately identified and managed.
We recommended the Board of Directors to hire external auditors for the Group and its subsidiaries for the fiscal year 2010. For this purpose, we verified their independence and their compliance with the requirements established in the Law. Jointly, we analyzed their approach and work program as well as their coordination with the Internal Audit area.
We remained in constant and direct communication in order to keep abreast of their progress and their remarks, and also to note the comments arising from their review of quarterly and annual financial statements. We were timely informed on their conclusions and reports regarding annual financial statements and followed up on the committed actions implemented resulting from the findings and recommendations provided during their work program.
We authorized the fees paid to external auditors for their audit and other allowed services, and made sure such services would not compromise their independence from the Company.
Taking into account Management views, we carried out an assessment of their services for the previous year and initiated the evaluation process corresponding to the fiscal year 2010.
In order to maintain independence and objectiveness, the Internal Audit area reports functionally to the Audit Committee. Therefore:
We reviewed and approved, in due time, their annual activity program and budget. In order to elaborate them, the Internal Audit area took part in the process of identifying risks, establishing controls and testing them, so as to comply with the requirements of Sarbanes-Oxley Law.
We received periodical reports regarding the progress of the approved work program, the departures from it they may have had and the causes thereof.
We followed up on the remarks and suggestions they issued and their proper implementation.
We made sure an annual training plan was implemented.
We reviewed the evaluations of the Internal Audit service done by the business units' responsibles and the Audit Committee.
Financial Information, Accounting Policies And Reports To Third Parties
We went over corporate quarterly and annual financial statements with the individuals responsible for their preparation and recommended the Board of Directors to approve them and authorize their publication. As a part of this process, we took into account the opinions and remarks from external auditors and made sure the criteria, accounting policies and information used by Management to prepare financial information were all adequate and sufficient and that they were applied consistently with the previous year. As a consequence, the information submitted by Management does reasonably reflect the Company's financial situation, its operating results and the changes in its financial situation for the year ending on December 31, 2010.
We also reviewed the quarterly reports prepared by Management to be submitted to shareholders and broad public, verifying that such information was prepared through use of the same accounting criteria used to prepare annual information. For our own satisfaction, we reviewed the existence of an integral process that provides a reasonable assurance of fairness in the information content. As a conclusion, we recommend the Board to authorize the publication thereof.
We reviewed the adequate accounting treatment of the significant transactions that took place during the year.
Our review also included the reports as well as any other financial information required by Mexican and United States regulatory authorities.
We approved the inclusion of new accounting procedures issued by the entities in charge of Mexican accounting standards that came into force in 2010, into corporate accounting policies.
Compliance With Standards, Legal Issues And Contingencies
We do hereby confirm the existence and reliability of the Company-established controls to ensure compliance with the various legal provisions applicable to the Company. We verified they were properly disclosed in financial information.
Code of Conduct
We made a periodical review of the various fiscal, legal and labor contingencies occurring in the Company. We oversaw the efficiency of the procedures established for their identification and follow-up, as well as their adequate disclosure and recording.
We went over the complaints recorded in the Company's Whistle-Blowing System and followed up on their correct and timely handling.
We held regular Committee meetings with Management to stay informed of the running of the Company and of any relevant or unusual activities and events. We also met with external and internal auditors to comment on the way they were doing their work, the constraints they might have met and to facilitate any private communication they might wish to have with the Committee.
In those cases we deemed it advisable, we requested the support and opinion from independent experts. We did not know of any significant noncompliance with operating policies, internal control system or accounting recording policies.
We held executive meetings that were solely attended by Committee members. In the course of such meetings, agreements and recommendations for Management were established.
The Audit Committee Chairman submitted quarterly reports to the Board of Directors, on the activities carried out.
We reviewed the Audit Committee Charter and made the amendments that we deemed pertinent in order to maintaining it updated, subjecting them to the Board of Directors for their approval.
We verified that the financial expert of the Committee meets the educational background and experience requirements to be considered such and that each Committee Member meets the independence requirements set forth in the related regulations established.
The work performed was duly documented in the minutes prepared for each meeting. Such minutes were properly reviewed and approved by Committee members.
We carried out our annual performance self-assessment and submitted the results to the Chairman of the Board of Directors
Alexis E. Rovzar de la Torre
Presidente del Comité de Auditoria
23 de febrero de 2011