1. 1 GFNORTE Corporate Governance

2. 2  DIVIDEND POLICY In the Ordinary General Stockholders Assembly held on April 29, 2003, a dividend policy with a minimum 15% payout on recurrent income of GFNorte was approved. Dividends must be free of legal limitations and are subject to market conditions and the Group’s financial situation.  EXTERNAL AUDITORS TURNOVER The GFNorte Board of Directors authorized a policy to regulate external auditors turnover. The maximum term for auditing services of a given firm shall be 6 years and 3 years for the partner in charge of the audits. The Group’s Audit Committee will evaluate the auditor’s performance on an annual basis.  PROPRIETARY & INDEPENDENT BOARD MEMBERS Up to 40% of the Board of Directors is made up of independent members.  AUDIT COMMITTEE At present there is an Audit Committee that reports to the Board of Directors, in which Independent Board Members take part.

3. 3 Corporate Governance  COMPENSATION FOR EXECUTIVES A stock options program for Executives is in place as an incentive to retain Top Executives and align their interests to those of the Group.  STOCK STRUCTURE A substantial part of the Group’s shares is on the market, as the free float is more than 40% of the shares outstanding.  RIGHTS OF MINORITY STOCKHOLDERS The Stock Market Law in Mexico establishes the same rights to minority shareholders when the majority most of a company listed in the Stock Market is sold.  TRANSPARENCY & ACCESS TO EXECUTIVE MANAGEMENT GFNorte informs the investing community with absolute transparency through quarterly and annual reports, conference calls and press releases. Furthermore, the CEO as well as the Directors take part in events and meetings with the financial community.  CODE OF ETHICS All Group personnel and executives are strongly committed to the Group’s Code of Ethics in a consistent effort to strengthen the culture of honesty and accountability.

4. 4 GFNORTE Corporate Governance