<PAGE>

                                                                    Exhibit 11.1
                                      SAVIA

                       CODE OF BUSINESS CONDUCT AND ETHICS

                                       FOR

                            SENIOR FINANCIAL OFFICERS


PURPOSE

      The purpose of this Code of Business Conduct and Ethics for Senior
Financial Officers (this "Code") is to promote (1) the honest and ethical
conduct of the Senior Financial Officers (as defined below), including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships, (2) full, fair, accurate, timely and
understandable public disclosures by the Company and (3) compliance with all
applicable laws, rules and regulations. It is the Company's intention that this
Code be its written code of ethics under Section 406 of the Sarbanes-Oxley Act
of 2002 complying with the standards set forth in Securities and Exchange
Commission Regulation S-K Item 406.

APPLICABILITY/VIOLATIONS

      This Code is applicable to the Company's chief executive officer, chief
financial officer, chief accounting officer and any persons performing similar
functions (together the "Senior Financial Officers"). While the Company expects
honest and ethical conduct in all aspects of business from all of its employees,
it expects the highest possible honest and ethical conduct from the Senior
Financial Officers. The honesty, integrity and sound judgment of Senior
Financial Officers is fundamental to the Company's reputation and success.

      Compliance with this Code is a condition of employment, and violations of
this Code may result in disciplinary action which, depending on the severity of
the violation, may include suspension or termination.

STANDARDS OF CONDUCT

      Senior Financial Officers are expected to:

            1.    Act with honesty and integrity, avoiding actual or apparent
                  conflicts of interest between personal and professional
                  relationships;

            2.    Disclose to the Legal Department any material transaction or
                  relationship that reasonably could be expected to give rise to
                  such a conflict of interest;

            3.    Provide full, fair, accurate, timely and understandable
                  disclosure in reports and documents that the Company files
                  with, or submits to, the U.S. Securities and Exchange
                  Commission (the "SEC") and in other public communications made
                  by the Company;



<PAGE>
            4.    Comply with rules and regulations of the Mexican government,
                  and other appropriate private and public regulatory agencies
                  that apply Mexican law;

            5.    Respect the confidentiality of non-public information acquired
                  in the course of one's work, under no circumstances use such
                  information for personal advantage and prevent the disclosure
                  of such information except when authorized or otherwise
                  legally obligated to do so;

            6.    Share knowledge and maintain professional skills important and
                  relevant to stockholders' needs;

            7.    Achieve responsible use, control, and stewardship over all
                  Company assets and resources that are employed or entrusted to
                  such officer;

            8.    Promote, as appropriate, contact by employees with the Audit
                  Committee for any issues concerning the improper accounting or
                  financial reporting of the Company without fear of
                  retaliation; and

            9.    Refrain from unduly or fraudulently influencing, coercing,
                  manipulating or misleading any authorized audit and from
                  interfering with any auditor engaged in the performance of an
                  internal or independent audit of the Company's financial
                  statements or accounting books and records.



REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

      If you have any questions or concerns about this Code, you should seek
guidance from the Legal Department. If you know of or suspect a violation of
applicable laws or regulations or of this Code, you must promptly report that
information to Hector Gonzalez, Legal Director.

      It is the policy of the Company not to allow retaliation for reports of
violations of this Code or any other illegal or unethical behavior by any Senior
Financial Officer made in good faith. All Senior Financial Officers are expected
to cooperate in internal investigations of misconduct.

DISCLOSURE/AMENDMENTS AND WAIVERS

      This Code is filed as an exhibit to the Company's Form 20-F, and is
available to any person without charge, upon request.

      Any waiver of any provision of this Code for any Senior Financial Officer
may be made only by the Board of Directors. Any change in or waiver from, and
the grounds for such change or waiver of, this Code shall be disclosed promptly,
and in any event within five business days, following such amendment or waiver,
as required by the SEC.


                                        2