Board of Directors duties and functions

Approving:
• The annual report required to be filed with the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) ("CNBV").
• The annual compliance report to be filed with the US Securities and Exchange Commission ("SEC").
• The methodologies and models, and also the policies and procedures, for the study, analysis, opinion, evaluation, and reporting of the credit or operational quality (the "Rating methodologies and procedures").
• The documents that, in general, form part of the HR Ratings company rules and any modifications thereof.
• The criteria to determine the severity of the faults or violations of the Company Rules.
• The procedures for conducting compliance audits for the Rating methodologies and procedures that, where such is the case, the independent board members conduct or the person so delegated.
• The procedures for conducting the back review of former employees.
• The salary and promotion policies for the board members, management, technical personnel involved in the ratings, and HR Ratings employees in general.
• The policies and procedures to detect, handle, and disclose conflicts of interest, established in the HR Ratings Code of Conduct.
• The rotation policies for the committees and/or principal technical personnel responsible for the analysis process.
• The structure and voting process of the credit analysis committees.
• The terms and conditions according to which HR Ratings management and employees may conduct Securities Transactions regarding which they have or may have access to confidential information related to the Mexican National Securities Register (Registro Nacional de Valores, "RNV") registering processes, public offerings, acquisitions, or sale of issuer shares.
• Appointing the Chief Compliance Officer, Chief Risk Officer and the person responsible for communications with market participants, to receive questions, suggestions, or complaints.
• Receives the results of the compliance audits conducted by the Compliance Department regarding adherence to the Agency’s Company Rules.
• Receives the results of Rating methodologies and procedures compliance audits performed by the independent board members or the person so authorized by same.
• Receives the results of the statistical analyses for the Mexican market prepared by the independent board members or the person so authorized by same, to evaluate the effectiveness of the Rating methodologies and procedures over time.
• Receives the report on the review and monitoring of the Rating methodologies and procedures, prepared by the independent board members or the person or body so delegated to this effect.
• Receives the annual report from the Chief Compliance Officer on their performance and activities.
• Receives the annual report from the Chief Risk Officer on their performance and activities.
• The other powers conferred by the Agency’s bylaws and by legislation applicable to commercial enterprises and securities rating agencies.

Independent Board of Directors functions and duties

• Perform statistical analyses for the market so as to evaluate the effectiveness over time of the Rating methodologies and processes, and also to assess whether the work of the technical personnel that applied these needs to be reviewed.
• Review and monitor the development of the Agency’s Rating methodologies and procedures, as well as the rating models, as a result of the statistical analyses prepared by the independent board members or any other as established in the HR Ratings Code of Conduct.
• Perform compliance audits on the Rating methodologies and procedures.
• Conduct periodical audits of the Compliance and Risk Departments to verify the fulfillment of their respective duties.
• Audit the delivery of the periodical regulatory information and other information to any regulating body has been completed as required, in accordance with the Internal Control Manual.
• The independent board members will review the effectiveness of the internal control system.
• The independent board members will also give their opinion to the Chief Risk and Compliance Officers regarding the levying of sanctions, in cases of serious violations of the Company Rules, or to the Chief Executive Officer when the sanctions are to be levied on the Compliance and/or Risk Departments.
• The independent board members functions and duties, which they may delegate provided the independent board members remain accountable for the results.