Corporate Governance of Company Groups in Latin America

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This report provides an overview of frameworks and experience in Latin America and internationally in dealing with the challenges associated with corporate governance of company groups. It describes their economic rationale, benefits and relevance in Latin America, and how they are defined, overseen and regulated. It also delves into some of the risks and more specific challenges involved in ensuring protection of minority shareholder rights and managing or minimising conflicts of interest within groups. It notes the rising importance of Latin American-based multinational company groups. Finally, it reviews existing international and regional guidance on corporate governance of company groups before assessing the more specific policy options and challenges in the region, and describing the conclusions reached by the Latin American Corporate Governance Roundtable and Task Force on Company Groups based on this report’s findings. Country-specific chapters provide more specific descriptions of the frameworks in place for corporate governance of company groups in Argentina, Brazil, Chile, Colombia, Mexico and Peru.




As of October 2014, 98% of Mexican listed firms were part of a business group, representing 99.8% of total market capitalisation. The chapter summarises how company groups are defined in Mexico and how supervision is co-ordinated. The National Banking and Securities Commission (CNBV) maintains responsibility for listed companies and banks, facilitating a consolidated approach to supervision of business groups. The Financial Groups Law (LRAF) was reformed in 2014, establishing a number of governance measures for financial conglomerates, and formalising co-operation between the CNBV and other relevant institutions. Group-specific requirements in Mexico include disclosure of the ownership structure and members of the group, including their subsidiaries and operations abroad, changes in the ownership structure, and consolidated financial reporting based on IFRS requirements. The report also describes restrictions on external auditors of group companies and employees of such groups serving as independent board members for companies within the group.


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