Corporate Governance
We operate under a robust governance framework that enables effective oversight, ethical decision-making, and long-term value creation. Our governance model is designed to ensure accountability, transparency, and alignment with our strategic priorities, including the integration of sustainability into our business strategy.
At the highest level, the Grupo Proeza Board of Directors is responsible for approving capital allocation decisions and defining the Company's long-term business strategy, among others. The Proeza Board also plays an active role in reviewing and validating Metalsa's sustainability strategy and its associated goals.
As of 2025, the Proeza Board was integrated by eight members, four proprietary, and four independent ones including the Chairman, Enrique Zambrano Benítez, and seven directors. Our governance framework is supported by a series of committees that ensure comprehensive oversight across strategic, financial, and ESG-related matters. These committees enable effective supervision of risks, financial performance, talent management, compliance, and sustainability priorities, ensuring alignment with our long-term objectives. These include:
25% of the members of the Proeza Board are women.
Metalsa Advisory Board (MAB)
In 2025, Metalsa underwent a leadership transition with the appointment of a new Chief Executive Officer. This transition marks an important milestone in the evolution of our strategy, reinforcing our focus on sustainable growth, operational excellence, and long-term value creation.
The Executive Team is responsible for the development and implementation of the Company's purpose, values, mission, and strategic priorities. This includes translating sustainability commitments into concrete initiatives, managing resources, and ensuring progress toward established goals.
Metalsa Leadership Team
The Metalsa Leadership Team oversees business decisions, monitors operational performance and drives the development and implementation of the Company's purpose, values, mission, and strategies to achieve the established sustainability goals. To ensure effective management of ESG topics, specific coordinators are assigned.
Sustainability Oversight
Our governance model is designed to ensure clear accountability, effective decision-making, and alignment between business strategy and sustainability priorities.
The Board of Directors plays a key role in the approval of capital allocation and overall business strategy, acting as a consultative body for the Executive Team. This includes the review and approval of strategic objectives related to sustainability, ensuring that long-term environmental, social, and governance considerations are integrated into the Company's direction.
While the Executive Team is responsible for reviewing and approving information related to material topics, ensuring subject-matter expertise and operational alignment, the Board maintains oversight of strategic direction and key sustainability objectives. This model allows for both effective execution and appropriate governance-level supervision.
Risk Management
We maintain a structured approach to risk management, supported by clearly defined roles and governance bodies. At the organizational level, risk oversight is coordinated through the Risk, Audit and Compliance Committee (RACC), which provides a framework for identifying, evaluating, and managing operational risks.
Risk management is integrated into our governance and operational processes, enabling us to proactively identify and address emerging challenges that could affect business continuity, sustainability commitments, and long-term value creation.
Ethics and Compliance
We contribute to build a better world for future generations. Our people and communities go beyond expectations and leave a positive mark.
To deliver the best chassis solutions that drive the future forward.
As we continue to integrate sustainability into our business strategy, ethical behavior and regulatory compliance are essential to mitigating risks, protecting our reputation, and enabling long-term value creation.
Code of Conduct
At the core of this framework is our Code of Conduct, which applies to all collaborators, suppliers, and business partners. It establishes clear guidelines across key areas, including:
- Respect for human rights and labor standards
- Prohibition of forced labor, child labor, and discrimination
- Anti-corruption and anti-bribery practices
- Fair competition and antitrust compliance
- Data privacy and information protection
- Environmental responsibility
We promote a culture of integrity through continuous training and awareness initiatives, ensuring that all collaborators understand their responsibilities and are equipped to act ethically. Training programs are designed to reinforce ethical decision-making, risk awareness, and compliance with internal policies and external regulations.
By embedding integrity into our operations and decision-making, we reinforce our ability to operate responsibly, mitigate risks, and sustain long-term value creation.
Zero-tolerance on corruption
We maintain a zero-tolerance policy toward corruption, bribery, and any form of unethical conduct. Our Anti-corruption Policy strictly prohibits offering, promising, or accepting any undue advantage in business interactions, including with government officials, suppliers, and customers.
Of the Board members and our collaborators received training on our Code of Conduct and anti-corruption policies.
Cybersecurity
Cybersecurity is integrated into decision-making processes and aligned with our objective of strengthening business resilience and long-term value creation. Our cybersecurity strategy is built on five core pillars:
- Governance and Compliance
- Operational Security Controls
- Culture and Awareness
- Vulnerability and Risk Management
- Incident Response
Key training initiatives in 2025
In 2025, we strengthened our awareness and capability-building efforts through targeted training programs and certifications. Key training initiatives included:
1,953 collaborators and 12 Board members received cybersecurity-related training, reinforcing accountability across all levels of the organization.
Responsible Supply Chain
As a manufacturer of structural components for the automotive industry, our operations rely primarily on steel, complemented by a range of inputs including fasteners, stamped metal parts, iron components, industrial gases, welding wire, and chemicals used in painting processes.
As part of our strategic evolution, we continue to strengthen our approach to responsible sourcing, integrating ESG considerations into supplier management processes. This enables us to enhance transparency, mitigate risks, and support sustainable growth across our value chain.
As of 2025
representing 51% of total procurement budget
with the remaining 2% corresponding to services
reflecting stable and ongoing relationships
Metalsa Supplier Business Assessment
We implement the Metalsa Supplier Business Assessment (MSBA), a global evaluation framework that provides a comprehensive view of supplier capabilities. This assessment is aligned with internationally recognized standards, such as:
Our structured supplier evaluation and continuous improvement position our supply chain as a strategic lever for both performance and sustainability.