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CORPORATE BEST PRACTICES IMPLEMENTATION REPORT
ODINSA S.A. (PREVIOUSLY ORGANIZACIÓN DE INGENIERÍA INTERNACIONAL S.A.)
LEADING LEGAL REPRESENTATIVE: MAURICIO OSSA ECHEVERY
LEGAL REPRESENTATIVE APPOINTED TO SUBMIT THE IMPLEMENTATION REPORT: EDUARDO
BETTIN
REPORTING PERIOD: JANUARY TO DECEMBER OF 2017
REPORT DATE: JANUARY 31, 2018
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 2
INTRODUCTION
The implementation of the recommendations of the new Colombian Corporate Best Practices Code
must be reported by issuers to the Superintendence of Finance of Colombia (SFC, for the Spanish
acronym) by means of this Corporate Best Practices Implementation Report.
The objective of this report is to inform the securities market on the implementation of the codes
recommendations, or failure thereof, by each issuer. To this end, there are three checkboxes
provided for each recommendation marked YES, NO or N/A, as well as space to expand on the
answer, as follows:
If the answer is affirmative, the issuer must provide a brief description of how said implementation
was implemented. If the answer is a negative, the issuer must explain why it has not adopted the
recommendation.
The issuer may only provide a N/A answer in cases where the recommendation cannot be adopted
due to legal considerations. In this case, the issuer must indicate the specific norm preventing such
implementation.
For the reason that some recommendations are comprised of a series of specific features, it is
important to mention these will only be understood to have been implemented if all their features
are met, except if any were not adopted due to legal reasons, which must be noted.
Each recommendation has a field to specify the date of the initial implementation by the issuer, and
a field to record the dates when revisions were made.
Finally, when the issuer, due to its nature, does not have the specific body referenced by the
recommendation, it will be understood to refer to the equivalent body or the body acting as such
of said entity.
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I. RIGHTS AND EQUITABLE TREATMENT OF SHAREHOLDERS
Measure No. 1: Principle of Equitable Treatment
1.1. The Company treats all shareholders equally who, within the same share class, have the same
conditions, without implying access to privileged information by some shareholders with
respect to others.
1.1. Implements measure Yes X No N/A
YES. Briefly explain: Numeral 3.1 of the Code of Good Governance of the Company establishes the rights of the shareholders, including among these the right to access information without differences regarding their shareholding, establishing the procedure thereof. Furthermore, Article 5 of the Company’s Bylaws establishes that the Company and its Administrators will guarantee equitable treatment to their shareholders and investors, as well as the right of shareholders to receive the same information provided to the same class of shareholders with the same level of detail and under equal opportunity.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 07-16-1992
Revision Date: 04-15-2016
1.2. The Board of Directors has approved a specific procedure that defines the Company's
practices regarding relations with shareholders having different conditions on matters such
as: access to information, determining requests for information, communication channels,
interactions between shareholders and the Company, its Board of Directors and other
Administrators.
1.2. Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Notwithstanding to the duties assigned to the General Secretary, the organizational structure of the Company includes an Investor Relations Office, whose main task is to maintain permanent contact with investors and interest groups that need or require information from the Company. Also, Article 5.4 of the Code of Good Governance
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 4
establishes the relationship mechanisms used with investors and to provide general information to the market. Nevertheless, we will regulate these in the corresponding document.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
Measure No. 2: Information on Shares
2.1. On its website, the Company provides the public with clear, accurate and accurate
information about the different share classes issued by the Company, the number of shares
issued for each class, and the number of unissued shares, as well as the rights and duties
inherent to each share class.
2.1. Implements measure Yes X No N/A
YES. Briefly explain: Information on share classes and the outstanding shares thereof is available on the Company's website, specifically in the management report published every year on the website. It was not incorporated as an obligation in any corporate document, and therefore no implementation date is available.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
Measure No. 3: Non-dilution of Equity
3.1. For any transaction whose outcome might be a dilution of equity for minority shareholders
(as might be an increase in capital waiving preemptive rights, a merger, spin-off or division,
etc.), the Company will explain these in detail to shareholders with a prior detailed report
from the Board of Directors and a regarding the terms of the transaction by an outside
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independent consultant of recognized standing (fairness opinion), appointed by the Board of
Directors. These reports are available to shareholders prior to the General Shareholders’
Meeting within the terms to exercise the right of inspection.
3.1. Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: We note that this particular situation has not occurred in Odinsa. If it were to occur, the legal provisions will be observed, including Article 67 of the Commercial Code and other norms that regulate the matter, without any additional special measures.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
Measure No. 4: Information and Communication with Shareholders
4.1. The Company has a corporate website in both Spanish and English with a link to Corporate
Governance or Shareholder and Investor Relations or their equivalent, which includes
financial and non-financial information under the terms proposed by Recommendations 32.3
and 33.3. Said website will never disclose confidential information about the Company or
concerning corporate secrets or information whose transmission may be used to harm the
Company.
4.1. Implements measure Yes X No N/A
YES. Briefly explain: We have a website, both in Spanish and English, with a shareholders and investors section containing the aforementioned information.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
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4.2. The Company has mechanisms for permanent access and use exclusively for shareholders,
including a link exclusively for shareholders on the website, a shareholder and investor
services or relations office and regular informative meetings where shareholders can express
their opinions, voice their concerns and make suggestions about the Company's performance
or matters regarding their condition as shareholders, among others.
4.2. Implements measure Yes X No N/A
YES. Briefly explain: Article 3 of the Code of Good Governance establishes the protection and information mechanisms for shareholders and investors, including those described in this question. We have a website, both in Spanish and English, with a shareholders and investors section. We also have an Investor Relations department. This department organizes a quarterly presentation of results, providing shareholders the opportunity to learn the results and ask questions of the Company’s management. Furthermore, the Investor Relations department attends to all shareholders interested in obtaining additional information about the Company.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
4.3. The Company organizes events to present the quarterly results to its shareholders and
market analysts, which can be attended in person or remotely thru media means
(teleconference, videoconference, etc.)
4.3. Implements measure Yes X No N/A
YES. Briefly explain: Odinsa organizes quarterly presentations of results intended for shareholders and market analysts, where the Company President explains in detail the Company’s results. These events are broadcast live through web streaming. Furthermore, the Odinsa website includes past presentations of results and recordings of their broadcasts.
NO. Please explain:
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N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
4.4. The Company organizes or participates in presentations, events and fixed income forums,
primarily designed for debt instrument investors and market analysts, where the issuer’s
business benchmarks, liabilities management, financial policies, ratings, and performance
relating to covenants, etc. are updated.
4.4. Implements measure Yes X No N/A
YES. Briefly explain: Odinsa actively participates in the conferences organized by the brokerage firms, both in Colombia and abroad, where the Company's plans and results are provided in presentations and through one-on-one meetings with the different investors.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
4.5. The Company Bylaws stipulate that a shareholder or group of shareholders representing at
least five percent (5%) of the equity may request special audits on matters other than those
audited by the Company's Statutory Auditor. Based on its equity structure, the Company may
establish a percentage below five percent (5%).
4.5. Implements measure Yes X No N/A
YES. Briefly explain: Article 31 of the Company’s Bylaws establishes that shareholders and investors of the Company, without specifying their equity percentage, may contract specialized audits at their expense, and said request will be evaluated by the Board of Directors, which defines the procedure for its execution. In turn, Article 3 of the Code of Good Governance establishes that specialized audits may be requested by a shareholder or group of
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 8
shareholders representing at least 5% of the subscribed capital of the Company by written communication addressed to the Vice President of Legal and Institutional Affairs for the realization of a Specialized Audit.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
4.6. To exercise this right, the Company has a written procedure in place with the provisions
included in Recommendation 4.6.
4.6. Implements measure Yes X No N/A
YES. Briefly explain: Section 3 of the of Company’s Code of Good Governance establishes the procedure for carrying out specialized audits, after satisfying the conditions established in said document. In the new Code of Good Governance adopted by the Company in 2016, the suggestions included in Recommendation 4.6, that were absent in the previous procedure, were included in this revised procedure.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
Measure No. 5: Administrators’ Activities during Changes in Operation or Control of the
Company
5.1. In their Letters of Acceptance or agreements, the members of the Board of Directors and
Senior Management have expressly accepted that, upon notification of a Takeover Bid (TOB)
or other relevant transactions such as mergers or spin-offs, they agree not to trade Company
shares directly or indirectly through an intermediary during certain periods.
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5.1. Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The Code of Good Governance adopted by the Company establishes a procedure for the negotiation of securities by Directors and Administrators, which establishes periods of restriction to trade shares, the financial conditions of the operation, the required authorizations, duty of disclosure, term, etc., among others.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
Measure No. 6: Contribution of Companies unified into Conglomerates
6.1. Notwithstanding the independence of each individual integrated Company in the
Conglomerate and the responsibilities of its management bodies, there is an organizational
structure in the Conglomerate that defines three (3) levels of governance — the General
Shareholders’ Meeting, the Board of Directors and Senior Management — the key bodies and
individual positions, as well as the relationships between them, which are public, clear and
transparent, and allow drawing lines of responsibility and communication, facilitating the
strategic orientation, supervision, control and effective management of the Conglomerate.
6.1. Implements measure Yes X No N/A
YES. Briefly explain: In May 2016, the Board of Directors of Odinsa adopted the Relationship Policy with Companies Related to the Argos Business Group, which regulates the following subjects, applicable to the entire business group:
i) Objective and Direction Unit ii) Corporate General Strategy iii) Action Principles iv) Protection of Minority Shareholders v) Corporate Structure vi) Relationship Model vii) Synergies viii) Guidelines and Policies ix) Information Management x) Operations between Related Parties
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 10
xi) Control Architecture, and xii) Conflict Resolution
This document is available for consultation on the Company's website (www.odinsa.com) in the Corporate Governance section, under Business Conduct and Policies Code.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 05-21-2016
Revision Date:
6.2. The Parent Company and its most important Subordinates have defined a frame of
reference for institutional relations by signing a public agreement approved by the Board of
Directors of each of said companies, regulating the issues included in Recommendation 6.2.
6.2. Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Odinsa has not defined an institutional relations framework with its subordinates. Subjects such as the advantage of synergies, services that may be provided between them, prices and others are reviewed for each case. However, except in exceptional cases, there are no differences in Odinsa's relationships with each of its subordinates.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
Measure No. 7: Dispute Resolution
7.1. Except in the case of disputes between shareholders, or between shareholders and the
Company or its Board of Directors, which must be resolved by ordinary jurisdiction due to
their legal nature, the Company’s bylaws include dispute resolution mechanisms such as
direct agreement, amicable settlement, conciliation and arbitration.
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7.1 Implements measure Yes X No N/A
YES. Briefly explain: Article 39 of the Bylaws establishes a dispute resolution mechanism between shareholders, or an arbitration tribunal between shareholders and the Company.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-15-2016
I. GENERAL SHAREHOLDERS MEETING
Measure No. 8: Duties and Competencies
8.1. In addition to other duties ascribed by the legal framework to the General Shareholders’
Meeting, the Bylaws expressly include the duties of the General Shareholders’ Meeting found
in Recommendation 8.1., and emphasize that they are exclusive and cannot be delegated.
8.1 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Although the Code of Good Governance and the Bylaws establish the duties of the Shareholders 'Meeting, of the powers of the Shareholders' Meeting regarding remuneration mentioned in Recommendation 8.1, only the duties of the Shareholders’ Meeting regarding the remuneration of the members of the Board of Directors are expressly contemplated in Article 17 of the Bylaws.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
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Measure No. 9: Rules of Procedure of the General Shareholders’ Meeting
9.1. The Company has Rules of Procedure for the General Shareholders’ Meeting that govern all
matters thereof, including: notice of meetings, preparation of shareholders’ information,
attendance, and realization and exercise of shareholder rights in order to ensure that the
shareholders are completely informed of the regulations for carrying out the sessions of the
General Meeting.
9.1 Implements measure Yes X No N/A
YES. Briefly explain: Article 3.3 of the Code of Good Governance develops the regulation for the General Shareholders’ Meeting and includes the information pertaining to the meetings, notice, access to information by the shareholders, participation of the shareholders in the meetings, second call meetings, quorum and majorities, representations and minutes.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
Measure No. 10: Notice of Meeting
10.1. In order to assist shareholders in exercising their right of information, the Bylaws stipulate that
the General Shareholders’ Meeting must be announced at least thirty (30) calendar days in
advance, and that extraordinary sessions must be announced at least fifteen (15) calendar
days in advance. The aforementioned is without detriment to the legal terms established for
corporate reorganizations (such as mergers, spin-offs or transformations).
10.1 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Article 10 of the Bylaws establishes the call times for the meetings; however these do not correspond to the times established herein. (For meetings for the approval of financial statements the term is 15 business days, and for all others 5 business days prior notice is enough.)
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
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10.2. In addition to traditional and mandatory modes included in the legal framework, the
Company ensures maximum exposure and publicity of the meeting notice through the use of
electronic media, including the corporate website, alerts via individual emails, and if deemed
appropriate, through social media.
10.2 Implements measure Yes X No N/A
YES. Briefly explain: Article 10 of the Bylaws and Article 3.2.2 of the Code of Good Governance establish that the notice to the Meeting will be sent by several means, including electronically and through the Company’s web page.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
10.3. In order to increase transparency in the decision-making process during the General
Shareholders’ Meeting, in addition to the meeting agenda listing the topics for discussion, the
Company provides to the shareholders the Proposed Agreements, which the Board of
Directors will present at the meeting for each item, making these available at the time of the
notice or at least fifteen (15) calendar days prior to the meeting.
10.3 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Partial compliance. Solely for the election of the Board of Directors, the Company provides the shareholders with the candidates’ resumes; and financial statements, management report, and profit distribution project 15 business days prior to the Meeting, in compliance with the provisions stipulated in the Code of Good Governance and the execution of the right to inspection.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
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10.4. Spin-offs can only be considered and approved by the General Shareholders’ Meeting if
the item was expressly included in the notice of the respective meeting.
10.4 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Neither the Bylaws, nor the Code of Good Governance establish this obligation; it refers to the duties of the General Shareholders’ Meeting established by law.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
10.5. The Agenda proposed by the Board of Directors accurately includes the content of the
topics to be discussed, in order that no important topic is concealed or disguised under
inaccurate, generic or imprecise or broad statements such as “additional” or “suggestions and
others”.
10.5 Implements measure Yes X No N/A
YES. Briefly explain: In compliance with the Law and good corporate practices, the notice to the General Shareholders’ Meeting is written in a clear and precise manner regarding the topics to be discussed. However, this measure is not documented, despite its compliance and application; therefore we do not have an exact implementation date.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
10.6. In the case of amendments to the Bylaws, each Article or group of Articles that are
substantially independent are voted on separately. In any case, if a shareholder or group of
shareholders representing at least five (5%) of the share capital makes the request during the
meeting, each Article will be voted separately. Shareholders are notified of this right in advance.
10.6 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain:
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The Company adopts this practice in the Shareholder’s Meetings however it is not regulated in any of the corporate documents, not is there a minimum percentage of participation to access the request by any shareholder.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
10.7. Notwithstanding the provisions of Article 182 of the Commercial Code, and in order to
reinforce and guarantee right of inspection and information of shareholders prior to the
Shareholder’s Meeting, the Bylaws recognize the right of shareholders, regardless of the size
of their shareholding, to propose one or more topics on the Agenda for discussion in the
General Shareholders’ Meeting, within a reasonable time limit and provided that a justification
is provided with this request. Shareholder requests must be submitted within five (5) calendar
days following publication of the notice.
10.7 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: This measure has not been implemented, nor is there any record of a request to this end by any shareholder, prior to the Meeting.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
10.8. If the request is dismissed by the Board of Directors, the Board is obliged to respond in
writing to requests made by shareholders representing at least five (5%) percent of the share
capital, or a lower percentage established by the Company according to the degree of equity
concentration, explaining the reasons motivating its decision and informing shareholders of
their right to submit their proposals during the General Shareholders’ Meeting pursuant to the
previously cited provisions of Article 182 of Commercial Code.
10.8 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: This measure has not been implemented or regulated.
N/A. Specify the regulations that prevent adopting the recommendation:
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Implementation Date: Revision Date:
10.9. If the Board of Directors accepts the request and the shareholders’ term to propose topics
pursuant to the preceding recommendations has expired, a supplement to the General
Shareholders’ Meeting notice is published at least fifteen (15) calendar days prior to the
meeting.
10.9 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: This measure has not been implemented.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
10.10. Within the same term indicated in Numeral 10.7, the shareholders may also submit new
well-founded Proposed Agreements on matters already included in the Agenda. The Board of
Directors shall act in a similar manner regarding these request as that described in numerals
10.8 and 10.9.
10.10 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: According to the response to point 10.3, the practice of publishing all Proposed Agreements has not been implemented, and regarding matters that are published there is no established procedure.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
10.11. The Company is required to use electronic communication channels, primarily the
corporate website with exclusive access for shareholders, to provide these with the
corresponding documents and information for each item on the Agenda of the General
Shareholders’ Meeting.
10.11 Implements measure Yes No X N/A
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YES. Briefly explain:
NO. Please explain: The Company does not send information on the items of the meeting agenda to the shareholders by electronic means for their exclusive access. It is only available in the Company’s offices, in exercise of the right of information prior to the meeting and the right of inspection, except in the case of the resumes of the candidates to the Board of Directors which are published on the Company’s website.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
10.12. The Company Bylaws recognize the shareholders’ right to request with sufficient notice
any information or clarification deemed appropriate, using traditional channels, and/or when
applicable, using new technologies for said purpose; or to submit in writing any questions
deemed necessary with regard to matters included in the Agenda, documents received or public
information provided by the Company. The Company will determine the period during which
shareholders may exercise this right in accordance with the term elected by the Company’s to
announce the General Shareholders’ Meeting.
10.12 Implements measure Yes X No N/A
YES. Briefly explain:
NO. Please explain: Article 5 of the Bylaws and Article 3.3.4 of the Code of good Governance have determined the shareholders’ access to information relevant to the Shareholders’ meeting, and the possibility to perform queries prior to the Meeting.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
10.13. The Company has established that the information requested may be denied if, pursuant
to internal procedures, it is considered to be: i) unreasonable; ii) irrelevant for understanding
the Company’s progress or interests; iii) confidential, which includes privileged information in
the securities market environment, industrial secrets, and transactions underway where their
success substantially depends on their secret negotiation; and iv) others which, if disclosed,
could place the Company’s competitiveness at an imminent and serious risk.
10.13 Implements measure Yes X No N/A
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YES. Briefly explain: The only limitation established by the Code of Good Governance regarding access to information by shareholders, is that it pertains to industrial secrets or that, if disclosed, it may be used to the detriment of Company.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
10.14. When the response provided to a shareholder may offer them an advantage, the Company
will ensure that other shareholders will have simultaneous access to said response, using the
mechanisms established for said purpose, and under the same conditions.
10.14 Implements measure Yes X No N/A
YES. Briefly explain: In accordance with Article 5 of the Bylaws and Article 3 of the Code of Good Governance, the Company must ensure that all shareholders or equal status investors have access to the information in the same level of detail and timeliness.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
Measure No. 11: Representation Guidelines
11.1. Notwithstanding the restrictions established in Article 185 of the Commercial Code, External
Memorandum 24/2010 and the regulations that amend, add to or replace it, the Company does
not limit the right of shareholders to be represented at the General Shareholders’ Meeting,
allowing them to delegate their vote to any individual, whether or not the last is a shareholder.
11.1 Implements measure Yes X No N/A
YES. Briefly explain: In accordance with the provisions stipulated in Article 3.3.6 of the Code of Good Governance, representation is only limited to the terms established by Law.
NO. Please explain:
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N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
11.2. The Company minimizes the use of blank proxy votes without voting instructions by
actively promoting the use of a standard template letter of representation, which the selfsame
Company provides its shareholders or posts on its website. The template includes the items on
the Agenda and corresponding Proposed Agreements, determined in accordance with a
previously established procedure, and which will be submitted to the shareholders for their
consideration, in order to allow the shareholders to record for their representative how they
wish to vote in each occasion, if they deem it appropriate.
11.2 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Partial compliance. The Company publishes a model proxy letter on its web page prior to the Meeting; the model does not include the agenda or the Proposed Agreement.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
Measure No. 12: Attendance by Individuals other than Shareholders
12.1. In order to reinforce the role of the General Shareholders’ Meeting to represent the corporate
intent, and in order to make it a more inclusive body, the Company's Rules of Procedure require
the Members of the Board of Directors and especially the Chairmen of the Board’s
Committees, as well as the Company President, to attend the General Shareholders’ Meeting
in order to respond to shareholders’ concerns.
12.1 Implements measure Yes X No N/A
YES. Briefly explain: Article 3.3.1, paragraph 3 of the Code of Good Governance, establishes that all members of the Board of Directors should attend the General Shareholders’ Meeting, especially the chairmen of the different board committees and the Company President, in order to answer shareholder concerns. In this sense, the Company complies with said measure.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
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Implementation Date: 02-14-2002
Revision Date: 04-24-2016
II. BOARD OF DIRECTORS
Measure No. 13: Duties of the Board of Directors
13.1. The Bylaws expressly indicate those duties that may not be delegated to Senior Management,
including those specified in Recommendation 13.1.
13.1 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Although the Company Bylaws and the Code of Good Governance indicate the duties of the Board of Directors, they do not indicate which may not be delegated.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
13.2. Notwithstanding the autonomy of the Subordinate Companies’ governing bodies,
whenever the Company acts as Parent Company of a Conglomerate, these duties of the Board
of Directors have a group approach and are executed through general policies, guidelines or
requests for information that respect the balance between the Parent Company’s interests
and the interests of the subordinates and Conglomerate as a whole.
13.2 Implements measure Yes X No N/A
YES. Briefly explain: The Argos business group’s Relationship Policy with Related Companies establishes that the Board of Directors of Grupo Argos is the maximum strategic direction body of the Group, and consequently holds a general and consolidated vision of the business group’s operations, whilst trying to identify global trends. Therefore its actions must be given under a comprehensive view of the group, and it must determine which issues must be strategically addressed by the Parent Company.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
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Implementation Date: Revision Date:
Measure No. 14: Rules of Procedure for the Board of Directors
14.1. The Board of Directors has approved Rules of Procedure that govern its organization and
functioning, as well as the roles and responsibilities of its Board Members, Chairman and
Secretary, and their rights and duties. These are reported to the shareholders and are binding
for the Board of Director Members.
14.1 Implements measure Yes X No N/A
YES. Briefly explain: The Board of Directors’ internal regulations are included in the Company’s Code of Good Governance, which is approved by this body.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
Measure No. 15: Size of the Board of Directors
15.1. Based on its Bylaws, the Company has opted not to appoint Alternate Board Members.
15.1 Implements measure Yes X No N/A
YES. Briefly explain: By means of a modification to the Bylaws, adopted by the General Shareholders’ Meeting, the Company opted to eliminate Alternate Board Members.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 08-14-2015
Revision Date:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 22
Measure No. 16: Composition of the Board of Directors
16.1. Based on the premise that once elected, all Board Members act in the Company’s best interest,
the Company employs an exercise of maximum transparency to identify the background of its
Board Members in accordance with the disposition described in Recommendation 16.1.
16.1 Implements measure Yes X No N/A
YES. Briefly explain: Article 4.2.3 of the Code of Good Governance established the election and composition of the Board of Directors, including the definition of executive members, independent members, and equity members; the Board has no executive members.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
16.2. The Company has a procedure, organized through the Appointment and Remuneration
Committee or other committee that fulfills its roles, which allows the Board of Directors through
its own dynamics and the conclusions of the annual assessments to achieve the objectives set
forth in Recommendation 16.2.
16.2 Implements measure Yes X No N/A
YES. Briefly explain: Article 4.2.8.2.2 of the Code of Good Governance established the requirements that the candidates to the Board of Directors must comply with, both in expertise and personal characteristics, and determines the duty to assess their performance and dedication during the last term in office.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
16.3. The Board of Directors provides shareholders with the professional profiles deemed to be
requisite in order that the different stakeholders, mainly the controlling, significant and family
shareholders, shareholder groups and institutional shareholders, if any, and the Board of
Directors itself, can identify the most suitable candidates.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 23
16.3 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Despite the fact that the Code of Good Governance establishes the selection (competences) and the incompatibilities of the candidates to the Board of Directors, according to which the election must take place (Article 4.2.2), neither the Code of Good Governance nor the Company Bylaws determine the obligation of the Board of Directors to provide the shareholders with the specific profile of the candidates.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
16.4. The Company believes that the sole evaluation of CVs by the shareholders is insufficient to
determine the suitability of the candidates, and consequently it has an internal procedure to
assess any incompatibilities and legal disqualifications and the candidate’s suitability to meet
the Board’s needs by assessing a set of criteria that the candidates must meet in their functional
and personal profiles, and verifying compliance with objective requirements to become a Board
of Directors member, as well as any additional requirements to become an Independent
Member.
16.4 Implements measure Yes X No N/A
YES. Briefly explain: Article 4.2.2 of the Code of Good Governance established the selection criteria (competences) and incompatibilities of the potential candidates to the Board, and Article 4.2.3 incorporates the criteria to the election of the independent members established in Law 964.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
16.5. In addition to the independence requirements set forth in Law 964 of 2005, the Company
has voluntarily adopted a more rigorous definition of independence than the one established
by said law. This definition has been adopted as a frame of reference through the Rules of
Procedure for the Board of Directors, and includes, among other requirements for assessment,
the relations or connections of any nature of a candidate for the position of Independent Board
Member with controlling or significant shareholders and their Related Parties, both national and
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 24
foreign, and requires a double declaration of independence: (i) by the candidate before the
Company, its shareholders and Senior Management members, through a Letter of Acceptance,
and (ii) by the Board of Directors declaring the candidate’s independence.
16.5 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Article 4.2.1 of the Code of Good Governance only incorporates as elements of independence those established in Article 44 of Law 964 of 2005.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
16.6. By means of its internal regulations, the Company considers the Board of Directors, by
way of its Chairman along with the Appointment and Remuneration Committee or other
committee that fulfills its roles, is the most appropriate body to centralize and coordinate the
process of building the administrative body prior to the General Shareholders’ Meeting.
Accordingly, the shareholders who aspire to be part of the Board of Directors based on their
shareholding can learn about the Board’s needs and present their aims, negotiate share
balances and distribution among the different member categories, and present their candidates
and agree their suitability be assessed by the Appointment and Remuneration Committee prior
to voting at the General Shareholders’ Meeting.
16.6 Implements measure Yes X No N/A
YES. Briefly explain: The process established for the election of the Board of Directors indicates that from the time of the call the profiles of the candidates suggested by the Board must be made public on the Company’s web page. Furthermore, it provides for a reasonable timeframe for the shareholders to present their candidates to the Board, and in order to carry out a prior assessment to be presented to the Shareholder’s Meeting before the election of the new Board takes place.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 25
16.7. The Rules of Procedure for the Board of Directors establishes that candidate suitability
must be assessed prior to the General Shareholders’ Meeting, in order that shareholders have
sufficient information (personal qualities, suitability, track record, experience, integrity, etc.) on
the nominated candidates with adequate notice for the proper assessment thereof.
16.7 Implements measure Yes X No N/A
YES. Briefly explain: The Code of Good Governance establishes that all information pertaining to the candidates must be made available to the shareholders prior to the Meeting. The information will be made available to the general public through the Company’s web page.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
Measure No. 17: Structure of the Board of Directors
17.1. The Rules of Procedure for the Board of Directors specifies that Independent and Equity
Members are always the majority over Executive Members, whose number, in the case of their
inclusion into the Board of Directors, is the minimum necessary to address the needs for
information and coordination between the Company’s Board of Directors and Senior
Management.
17.1 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The percentage of participation of each type of member (independent, executive, equity) has not been determined. Notwithstanding the foregoing, Article 18 of the Bylaws indicates that while the Company holds the condition of issuer of securities, at least twenty five per cent (25%) of the Board Members must be independent. It is worth highlighting that none of the current Board members is an executive member.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
17.2. Based on the minimum percentage of Independent Members of twenty-five percent (25%)
established by Law 964 of 2005, the Company analyzes and voluntarily adjusts the number of
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 26
Independent Members, taking into account that the number of Independent Members must be
proportional to the Floating Capital, among others.
17.2 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The Company does not voluntarily adjust the number of independent board members based on the Floating Capital criteria.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
Measure No. 18: Organization of the Board of Directors
18.1. The duties of the Chairman of the Board are established in the Bylaws and their principal
responsibilities are those established in Recommendation 18.1.
18.1 Implements measure Yes X No N/A
YES. Briefly explain: Article 4.2.7.1 of the Code of Good Governance establishes the duties of the Chairman of the Board.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 04-25-2016
Revision Date:
18.2. The Company’s internal regulations stipulate the option that the Chairman of the Board
may be treated differently with regard to the other members, both in their obligations as well
as their compensation, due to the scope of their specific duties and greater provision of time.
18.2 Implements measure Yes X No N/A
YES. Briefly explain: Article 4.2.7.7 of the Code of Good Governance stipulates that the Chairman of the Board may receive a higher compensation as a result of the scope of his specific duties and greater time required.
NO. Please explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 27
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 04-25-2016
Revision Date:
18.3. The Bylaws include the rules for appointing the Secretary of the Board, including those
specified in Recommendation 18.3.
18.3 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The appointment of the Secretary of the Board established in Article 23 of the Company Bylaws does not correspond to the recommendations provided in the survey; currently the Secretary is appointed by the Company President.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
18.4. The Rules of Procedure for the Board of Directors establish the duties of the Secretary,
including those specified in Recommendation 18.4.
18.4 Implements measure Yes X No N/A
YES. Briefly explain: The Appointment and Remuneration Committee is comprised by three members of the Board. It is expressly stated that the members of this Committee must have experience in strategy, human resources and or issues related to salary policies and related matters. The Secretary for this Committee will be the Vice President of Human Management and Administration.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
18.5. The Board of Directors has an Appointment and Remuneration Committee.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 28
18.5 Implements measure Yes X No N/A
YES. Briefly explain: The Appointment and Remuneration Committee is comprised by three members of the Board. It is expressly stated that the members of this Committee must have experience in strategy, human resources and or issues related to salary policies and related matters. The Secretary for this Committee will be the Vice President of Human Management and Administration.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 04-25-2016
18.6. The Board of Directors has a Risk Committee.
18.6 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The Risk Committee is not a separate committee, the duties suggested by the Country Code regarding risks have been assigned to the Audit, Finance and Risk Committee
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
18.7. The Board of Directors has a Corporate Governance Committee.
18.7 Implements measure Yes X No N/A
YES. Briefly explain: There is a Sustainability and Corporate Governance Committee which is comprised by three board members. This Committee’s main goal is to assist the Board of Directors in its duty to suggest and supervise the Company’s Sustainability and Corporate Governance measures.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 29
Revision Date: 09-04-2013
18.8. If the Company has deemed it unnecessary to establish all these committees, their duties
have been assigned among existing committees or have been assumed by the Board of Directors
in full.
18.8 Implements measure Yes X No N/A
YES. Briefly explain: We have three Committees providing assistance to the Board of Directors: 1. Audit, Finance and Risk; 2. Sustainability and Corporate Governance; 3. Appointments and Remuneration.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: March 2016
18.9. Every Board of Directors Committee has Rules of Procedure that govern the details of its
composition, the issues and duties on which the committee must work, and its operation,
providing special attention to the communication channels between the Committees and the
Board of Directors, and, in the case of Conglomerates, to the relations and coordination
mechanisms between Board of Directors’ Committees of the Parent Company and of the
Subordinate companies, if any.
18.9 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Currently, the Committees are governed by the provisions established therefore in the Board of Director’s Rules of Procedure, although the possibility of developing individual Rules for each is not ruled out.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
18.10. The Board of Directors Committees are exclusively comprised of Independent or Equity
Members, with a minimum of three (3) members and led by an Independent Member. In the
case of the Appointment and Remuneration Committee, Independent Members are always the
majority.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 30
18.10 Implements measure Yes X No N/A
YES. Briefly explain: In accordance with the provisions stipulated in the Code of Good Governance (Articles 4.2.8 and 4.2.8.3) all committees created by the Company will be comprised by a minimum of three (3) members and led by an Independent Member. In the case of the Appointments and Remunerations Committee, it is comprised by three Board Members; the independent members are not the majority, insofar as there are only two independent Board Members.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
18.11. The Board of Directors Committees can obtain occasional or on-going support from Senior
Management members with experience in subjects under their responsibility and/or from
outside experts.
18.11 Implements measure Yes X No N/A
YES. Briefly explain: According to the provisions stipulated in Article 4.2.8 of the Code of Good Governance, the Audit, Finance and Risk, Appointments and Remunerations, and Sustainability and Good Governance Committees may hire external consultants or independent experts.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
18.12. To constitute its committees, the Board of Directors considers the profiles, knowledge and
professional experience of the members in relation to the Committee's subject matter.
18.12 Implements measure Yes X No N/A
YES. Briefly explain: In order to constitute its committees, the Board of Directors takes into consideration the profiles, knowledge and professional experience of the members in relation to the Committee's subject matter.
NO. Please explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 31
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
18.13. The minutes are noted for each committee meeting, and a copy is forwarded to all the
members of the Company's Board of Directors. If the committees have been granted decision-
making powers, the minutes are carried out according to the requirements of Articles 189 and
431 of the Commercial Code.
18.13 Implements measure Yes X No N/A
YES. Briefly explain: Minutes are noted for all Committee meetings, according to the requirements stipulated in Articles 189 and 431 of the Commercial Code.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
18.14. In the case of Conglomerates, unless the applicable legal or regulatory framework foresees
their creation, the internal regulations stipulate that the Boards of Directors of Subordinate
Companies may opt out of creating specific committees to deal with certain subjects, and the
Board of Directors Committees of the Parent Company may assume these tasks, without this
being considered a transfer of responsibilities from the subordinates’ Boards of Directors to the
Parent Company.
18.14 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Odinsa, as a subsidiary of Argos business group, considers this is not a recommended practice, insofar as we have our own Board Committees, which are autonomous and independent.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 32
18.15. The Audit Committee’s main task is to assist the Board of Directors in its oversight duty
by evaluating the accounting procedures, the relation with the Statutory Auditor and, in general,
reviewing the Company’s control architecture, including the audit of the Risk Management
System implemented by the Company.
18.15 Implements measure Yes X No N/A
YES. Briefly explain: In accordance with Article 4.2.8.1 of the Code of Good Governance, the Committee’s main objective is the assessment of accounting procedures, managing the relationship with the Statutory Auditor and overseeing the effectiveness of the control architecture and the risk management system.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 09-04-2013
18.16. Audit Committee members have knowledge of accounting, finance and other related
subjects, which allows them to confidently deliberate on issues within the competence of the
committee and understand their scope and complexity.
18.16 Implements measure Yes X No N/A
YES. Briefly explain: The current members of the Audit Committee have extensive experience in financial matters and knowledge of accounting issues. They have an academic background in financial matters and have successfully held positions in both the private and the public sector. It should be noted that the Code of Good Governance expressly establishes that the individuals who comprise this Committee must have accounting and financial knowledge. Additionally, among the members of the Committee, there must be at least one with experience in corporate finance issues and / or matters related to the design and implementation of internal control systems.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 33
18.17. At the request of the Chairman of the General Shareholders’ Meeting, the Chairman of the
Audit Committee shall inform the General Shareholders’ Meeting about specific matters
concerning the work done by the Committee, such as the analysis of the scope and content of
the Statutory Auditor’s Report.
18.17 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The request referred to in this section has not been included in any document. However, all Board Members, as well as all Committee members, are present at the General Shareholder’s Meeting in order to respond to any specific issues pertaining to the work done by each Committee, for example, the analysis of the scope and content of the Statutory Auditor’s Report.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
18.18. The Rules of Procedure of the Audit Committee establish its duties, as noted in
Recommendation 18.18.
18.18 Implements measure Yes X No N/A
YES. Briefly explain: The Rules of Procedure of the Board, included in the Code of Good Governance, stipulate the duties suggested in Recommendation 18 of the Country Code.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
18.19. The primary objective of the Appointment and Remuneration Committee is to support
the Board of Directors in the exercise of its decision-making and advisory duties regarding the
appointment and remuneration of Board Members and Senior Management, and to oversee
observance of the corporate governance regulations, periodically appraising their compliance,
recommendations and principles (in cases where this duty is not expressly ascribed to another
committee of the Company).
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 34
18.19 Implements measure Yes X No N/A
YES. Briefly explain: Currently, the main objective of this Committee is to support the Board of Directors in the exercise of its duties associated with matters pertaining to the appointment and remuneration of the members of the Board of Directors and Senior Management. The duties related to verification of compliance with the Corporate Governance rules correspond to the Sustainability and Corporate Governance Committee.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
18.20. Some Members of the Appointment and Remuneration Committee have sufficient
knowledge of strategy, human resources (recruitment, selection, hiring, training, personnel
management and administration), salary policy and similar subjects to understand the scope
and complexity that these matters might present within the Company.
18.20 Implements measure Yes X No N/A
YES. Briefly explain: The current Committee members have extensive knowledge of issues relates to human resource management. In addition, the Rules of the Board expressly state that the members of this Committee must have knowledge of strategy, human resources and/ or salary policy and similar subjects.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
18.21. At the request of the Chairman of the General Shareholders’ Meeting, the Chairman of the
Appointment and Remuneration Committee can inform the General Shareholders’ Meeting
about specific matters concerning the work done by the Committee, such as the monitoring of
the Board of Directors and Senior Management compensation policies.
18.21 Implements measure Yes X No N/A
YES. Briefly explain: All Board Members, who are Committee members as well, are present at the General Shareholder’s Meeting in order to respond to any specific issues pertaining to the work done by each Committee.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 35
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
18.22. The Rules of Procedure for the Appointment and Remuneration Committee establish its
duties, as noted in Recommendation 18.22.
18.22 Implements measure Yes X No N/A
YES. Briefly explain: The Rules of Procedure of the Board, whereby all matters pertaining to the Committees of the Board of Directors are regulated, includes the duties suggested in Recommendation 18.22.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
18.23. The primary objective of the Risk Committee is to assist the Board of Directors in fulfilling
its risk management oversight responsibilities.
18.23 Implements measure Yes X No N/A
YES. Briefly explain: Although there is no independent Risk Committee all duties suggested for said Committee have been assigned to the Audit, Finance and Risk Committee. The Rules of Procedure of the Board of Directors, included in the Code of Good Governance, expressly provides that the primary objective of the Audit, Finance and Risk Committee is the assessment of accounting procedures, managing the relationship with the Statutory Auditor and overseeing the effectiveness of the control architecture and the risk management system.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 36
18.24. At the request of the Chairman of the General Shareholders’ Meeting, the Risk Committee
Chairman can inform the General Shareholders’ Meeting about specific matters concerning the
work done by the Committee
18.24 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The request referred to in this section is not incorporated into any risk assessment duty of the Audit Committee. However, all Board Members, who are Committee members as well, are present at the General Shareholder’s Meeting in order to respond to any specific issues pertaining to the work done by each Committee.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
18.25. The Rules of Procedure of the Risk Committee establish its duties, as noted in
Recommendation 18.25, along with any amendments necessary to differentiate between
companies that are part of the financial or the real sector of the economy, notwithstanding the
duties assigned to this Committee by the regulations in force
18.25 Implements measure Yes X No N/A
YES. Briefly explain: The Rules of Procedure of the Board, whereby all matters pertaining to the operation of the Committees of the Board of Directors are regulated, includes the duties assigned to the Audit, Finance and Risk Committee suggested in Recommendation 18.25.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date: April 2016
18.26. The primary assignment of the Corporate Governance Committee is to support the Board
of Directors with its duties to offer proposals and oversight of the corporate governance
measures adopted by the Company.
18.26 Implements measure Yes X No N/A
YES. Briefly explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 37
The Rules of Procedure of the Board, included in the Code of Good Governance, expressly stipulate that the primary assignment of the Corporate Governance Committee is to support the Board of Directors with its duties to offer proposals and oversight of the Sustainability and Corporate Governance measures.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
18.27. The Rules of Procedure for the Corporate Governance Committee establish its duties, as
noted in Recommendation 18.27.
18.27 Implements measure Yes X No N/A
YES. Briefly explain: The Rules of Procedure of the Board, whereby all matters pertaining to the operation of the Committees of the Board of Directors are regulated, includes the duties assigned to the Sustainability and Corporate Governance Committee suggested in Recommendation 18.27.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date: April 2016
Measure No. 19: Operation of the Board of Directors
19.1. The Chairman of the Board of Directors, with the aid of the Secretary and Company President,
prepares a work plan for the Board of Directors for the appraised period. This tool helps to
establish a reasonable number of ordinary meetings per year, and their estimated duration.
19.1 Implements measure Yes X No N/A
YES. Briefly explain: Annually, the Board's Action Plan is approved, which sets the dates of the ordinary meetings and the main topics to be discussed in each of them. In the Rules of Procedure of the Board included in the Code of Good Governance, it is expressly established that at the first meeting held by the Board of Directors, after the ordinary General Shareholder’s Meeting, the Action Plan for the respective year will be defined, establishing dates for the meetings
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 38
throughout the year and the topics to be addressed in each of them. The Directors, by means of a communication sent to the Chairman of the Board of Directors at least three business days prior to the scheduled date for a specific meeting, may request the addition of additional topics to the agenda.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date: April 2016
19.2. The Board of Directors of the Company holds between eight (8) and twelve (12) ordinary
meetings per year, with the exception of entities subject to oversight that, given their nature,
are obliged to hold at least one (1) meeting per month.
19.2 Implements measure Yes X No N/A
YES. Briefly explain: Yes, it meets at least 12 times per year, in accordance with Article 4.2.7.4 of the Code of Good Governance.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
19.3. One (1) or two (2) Board Meetings a year clearly focus on establishing and monitoring the
corporate strategy.
19.3 Implements measure Yes X No N/A
YES. Briefly explain: The Rules of Procedure of the Board included in the Code of Good Governance expressly states that the Board of Directors must meet at least once a year, for a special and extensively prepared meeting to analyze, assess and decide on the Company’s strategies and plans.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 39
Revision Date: April 2016
19.4. The Board of Directors approves a specific schedule of ordinary meetings, notwithstanding
it being able to hold as many extraordinary meetings as necessary.
19.4 Implements measure Yes X No N/A
YES. Briefly explain: When the Board’s Action Plan is approved, the ordinary meeting schedule is defined. The Rules of Procedure of the Board included in the Code of Good Governance expressly states that at the first meeting held by the Board of Directors after the ordinary General Shareholders’ Meeting, the Action Plan for the respective year will be defined, establishing a meeting schedule for the years and the issued to be addressed in each of them.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 07-16-1992
Revision Date: April 2016
19.5. The Board Members receive, with the notice of the meeting, the documents or
information related to each item on the meeting Agenda at least five (5) calendar days in
advance in order that they may actively participate and make reasonable decisions.
19.5 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: In accordance with the provisions stipulated in the Bylaws, the notice given to the Board Members, for them to gain access to the relevant information, is no less than 2 business days.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
19.6. The Chairman of the Board of Directors, with the aid of the Secretary of the Board, has the
final responsibility of ensuring that the members receive the information sufficiently in advance
and that the information is useful. Therefore, quality must prevail over quantity in the set of
documents submitted (Board of Director's dashboard).
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 40
19.6 Implements measure Yes X No N/A
YES. Briefly explain: The Rules of Procedure of the Board of Directors stipulates that in order to improve the performance of the Board, it will ensure that the information provided is relevant, precise, complete and well organized; and designed in such a way that the Directors are informed of all material aspects related to corporate matters.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
19.7. The Chairman of the Board has the final responsibility for preparing the Board Meeting
Agendas, and not the Company President, following certain parameters that allow it to follow a
logical order for the presentation of topics and discussions.
19.7 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: This responsibility of the Chairman of the Board is not mentioned in the Code of Good Governance or in the Bylaws. In practice, the Company President is responsible for said preparation.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
19.8. The attendance of the Members to Board of Directors and Committee meetings is
published by the Company in its Annual Corporate Governance Report and on its website.
19.8 Implements measure Yes X No N/A
YES. Briefly explain: The information on the attendance of the Members of the Board of Directors to the Board Meetings and Committee meetings is provided in the Annual Management Report, in the chapter on Good Governance, which is published on the Company’s website and is delivered to the Shareholders at the entrance of the ordinary meeting.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 41
Implementation Date: Revision Date:
19.9. The Board of Directors annually assesses the effectiveness of its work as a governing body,
as well as that of its Committees and its individual members, including a peer review, and the
reasonableness of its internal regulations, as well as the dedication and performance of its
members, proposing the modifications to its organization and operations it deems appropriate.
In the case of Conglomerates, the Board of Directors of the Parent Company requires that the
assessment be carried out in the Boards of Directors of its Subordinate Companies.
19.9 Implements measure Yes X No N/A
YES. Briefly explain: In accordance with the provisions stipulated in the Code of Good Governance, the Board of Directors has the obligation to carry out an annual self-assessment regarding its management and a review of the Board of Directors’ performance assessment (Article 4.2.7.9). The Parent Company promotes that the other companies that comprise the business group also carry out these types of assessments.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
19.10. The Board of Directors alternates between internal self-assessments and external
assessments carried out by independent advisors.
19.10 Implements measure Yes X No N/A
YES. Briefly explain: The external assessments alternate with self-assessments. This is an express obligation stipulated in the Code of Good Governance.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 42
Measure No. 20: Rights and Duties of the Board Members
20.1. The Rules of Procedure for the Board of Directors complements the provisions of the
regulatory framework regarding the rights and duties of the Board of Directors’ Members.
20.1 Implements measure Yes X No N/A
YES. Briefly explain: The Rules of Procedure of the Board of Directors complements the regulations pertaining to the Board of Directors established in the Bylaws, and included in the Code of Good Governance, specifically Article 4.2.7.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
20.2. The Rules of Procedure for the Board of Directors lays out the Company’s understanding of
the duties of Board Members stated in Recommendation 20.2.
20.2 Implements measure Yes X No N/A
YES. Briefly explain: Article 4.1 of the Code of Good Governance includes the duties of the Administrators, also applicable to the Board Members. However, the duties of the Administrators are not included in the section on the operation of the Board of Directors.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
20.3. The Rules of Procedure for the Board of Directors lays out the Board Members’ rights stated
in Recommendation 20.3.
20.3 Implements measure Yes X No N/A
YES. Briefly explain: The Rules of Procedure for the Board of Directors, included in the Code of Good Governance, contemplate some of the rights established for the Board Members and
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 43
described in the recommendation herein; all other rights are developed throughout the Code of Good Governance.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
Measure No. 21: Conflicts of Interest
21.1. The Company has a policy and procedure for the awareness, management and resolution of
conflicts of interest established and formalized in its internal regulations, whether they are
direct or indirect through Related Parties, which can affect members of the Board of Directors
and other Administrators.
21.1 Implements measure Yes X No N/A
YES. Briefly explain: In accordance to Article 6 and subsequent of the Code of Good Governance, there is a policy and procedure to address situations that arise due to a conflict of interest.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 09-04-2013
21.2. The procedure to manage conflicts of interest classifies the conflicts based on their nature,
differentiating between sporadic and ongoing conflicts of interest. If the conflict of interest is
sporadic, the applicable procedure specifies the rules and steps to follow, which must be
relatively easy to administer and difficult for the affected party to evade. In the event of an
ongoing conflict of interest, the procedure specifies that, if the situation affects the Company’s
overall operations, then it is considered a cause for mandatory resignation by the affected party,
as it will prevent the person from performing their duties.
21.2 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 44
The Code of Conduct determines the procedure to disclose and manage conflicts of interest. We will implement in the corporate documents the nature of the conflict and the corresponding procedure.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
21.3. Members of the Board of Directors, Legal Representatives, Senior Management and other
Administrators of the Company regularly inform the Board of Directors of the direct or indirect
relations between themselves or with other entities or structures belonging to the
Conglomerate of which the issuer is a part, or with the issuer, providers, clients or with any
other Stakeholders that could result in conflicts of interest situations, or sway the direction of
their opinion or vote. This procedure is used to construct a “Related Parties Map” for the
Administrators.
21.3 Implements measure Yes X No N/A
YES. Briefly explain: Annually, the Members of the Board of Directors and all Company employees must complete Potential Conflict of Interest Declarations, which are analyzed by the Compliance Department in order to determine the different relationships that may possible result in a conflict of interest. In addition, the Code of Conduct expressly states the obligation to disclose any conflict of interest that arises during the year.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
21.4. Relevant conflicts of interest situations in which the Board Members and other
Administrators find themselves, understood as those that would oblige the affected party to
abstain from attending a meeting and/or participating in a vote, are included in the public
information posted annually by the Company on its website.
21.4 Implements measure Yes X No N/A
YES. Briefly explain: The conflicts of interest that arise during the year are disclosed in an aggregate manner in the Comprehensive Report. For 2017 there were no relevant conflicts of interest for the Company; therefore no information was published or reported on the Company’s website.
NO. Please explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 45
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
21.5. For these purposes, the definition of Related Party applicable to the Company is consistent
with the International Accounting Standard No. 24 (IAS 24).
21.5 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The definition given by the Business Group is not exactly the same as that indicated in IAS 24.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
Measure No. 22: Transactions with Related Parties
22.1. The Company has a policy that defines the specific procedure to evaluate, approve and
disclose transactions with Related Parties, including outstanding balances and relations
between them, except for transactions with a specific regulation.
22.1 Implements measure Yes X No N/A
YES. Briefly explain: Both Article 7.4 of the Code of Good Governance and the Policy for Related Parties have established the general guidelines for transactions with related parties, and we are working on a specific policy to address this issue. In January 2018, the Board of Directors approved the Policy for Transaction Management with Related Parties whereby specific procedures are set for the valuation and approval of transaction, as well as disclosure.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 46
Revision Date:
22.2. The Company’s policy on transactions with Related Parties addresses the features covered
in Recommendation 22.2.
22.2 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: However, in January 2018, the Policy for Transaction Management with Related Parties included all elements suggested in Recommendation 22.2
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
22.3. The policy does not require express authorization from the Board of Directors for recurring
transactions with Related Parties inherent to the Company’s ordinary course of business carried
out by virtue of standard form agreements or general framework agreements whose terms are
perfectly standardized, are applied on a mass scale, and are carried out at market prices,
generally set by the acting provider of the good or service in question, and whose individual
amount is irrelevant to the Company.
22.3 Implements measure Yes X No N/A
YES. Briefly explain: The Policy established that any transaction with a related party that is not within the ordinary course of business of any of the related parties and /or is not carried out according to market conditions, or if it is an operation within the ordinary course of business and carried out according to market conditions, which exceeds the power of approval granted in the Bylaws to the legal representatives, must be subjected to the valuation of the Audit Committee and subsequently to the approval of the Boards.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
Measure No. 23: Compensation of Members of the Board of Directors
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 47
23.1. The Company has a compensation policy for its Board of Directors approved by the General
Shareholders’ Meeting and reviewed yearly, identifying all components for which
compensation can be paid. These components may be fixed or variable. They can include set
fees for Board Members, fees for attending Board and/or Committee Meetings, and other
remuneration of any king earned in the course of the period, whatever their cause, in cash or in
kind, as well as obligations incurred by the Company for pensions or life insurance payments or
other concepts for both former and current members, as well as insurance premiums for civil
liability (D & O policies) incurred by the Company for its Board Members.
23.1 Implements measure Yes X No N/A
YES. Briefly explain: The Company has an Appointment, Remunerations and Succession Policy for the Board of Directors which includes the possible remuneration components.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
23.2. If the Company adopts compensation systems based on the recognition of a variable
component related to the Company’s good performance in the medium and long term, the
compensation policy must include limits to the amount available to the Board of Directors. If
the variable component is related to the Company's profits or other management indicators at
the close of the year being evaluated, the Company must consider the possible reservations
listed in the Statutory Auditor’s Report, which could decrease the period’s profits.
23.2 Implements measure Yes X No N/A
YES. Briefly explain: The Appointment, Remuneration and Succession Policy for the Board of Directors foresees that in the event that the Company opts for the adoption of a remuneration scheme such as the one described above, the applicable methodology for its determination must be measurable in an objective manner and likely to be audited, as well as disclosed on the Company’s webpage.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 48
23.3. Equity and Independent Members of the Board of Directors are expressly excluded from
compensation systems that include stock options or variable compensation based on the
absolute variation of the share price.
23.3 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: No restriction has been approved in this sense.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
23.4. For each period evaluated, and within the compensation policy framework, the General
Shareholders’ Meeting approves a maximum cost of the Board of Directors for all the
approved compensational components.
23.4 Implements measure Yes X No N/A
YES. Briefly explain: The Appointment, Remuneration and Succession Policy for the Board of Directors determines that the Company President present the total Board cost proposal to the General Shareholders’ Meeting on an annual basis, as well as a report on the execution of the cost approved the year immediately preceding.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
23.5. The total effective cost of the Board of Directors during the evaluated period, which includes
all the compensation components paid to Board Members, as well as reimbursed expenses, is
disclosed to the shareholders and posted on the Company’s website, with the level of itemization
and detail approved by the Board of Directors.
23.5 Implements measure Yes X No N/A
YES. Briefly explain: The Appointment, Remuneration and Succession Policy for the Board of Directors determines that the Company President present the total Board cost proposal to the
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 49
General Shareholders’ Meeting on an annual basis, as well as a report on the execution of the cost approved the year immediately preceding.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
Measure No. 24: Company President and Senior Management.
24.1. The Company’s governance model establishes an effective separation between the Company
administration or governance (represented by the Board of Directors) and the regular course
of business (under the responsibility of Senior Management and headed by the Company
President).
24.1 Implements measure Yes X No N/A
YES. Briefly explain: The Company has established a separation between the Board of Directors, as the body responsible for the strategic management, and the direction of the Company and Senior management, which is responsible for the ordinary course of business, and the implementation of the direction given from the Board of Directors.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
24.2. Generally, the Board of Directors’ policy consists of delegating the regular course of business
to the Senior Management team, focusing its activity on the general roles of strategy, oversight,
governance and control.
24.2 Implements measure Yes X No N/A
YES. Briefly explain: There is a differentiation between the duties assigned to the Board and the Company President. Through the many modification made over time, the Board’s duties have been specified more and more.
NO. Please explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 50
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
24.3. As a general rule, Senior Management members are directly identified, assessed and
appointed by the Company President, as they are his/her direct employees. Alternatively, the
Company may opt to have the Board of Directors appoint the Senior Management members upon
the recommendation of the Company President. Regardless of who makes the final appointment,
the candidates for key executive positions in the Company are recognized and assessed by the
Appointment and Remuneration Committee of the Board of Directors, which will state its opinion.
24.3 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Although this is not documented as a policy, in practice Senior management is appointed by the Company President; sometimes the Board of Directors may intervene in the appointment or recommend a candidate to the Appointment and Remuneration Committee.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
24.4. The Company has a clear policy regarding the assignment of duties approved by the Board of
Directors and/or a power arrangement that describes the level of power of the Company President
and the other Senior Management members.
24.4 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The Bylaws and the Code of Good Governance determine the duties of the Company President; however, we do not have a policy for the delegation of duties approved by the Board of Directors.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 09-04-2013
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 51
24.5. The Board of Directors, through the Appointment and Remuneration Committee or the
committee that fulfills its roles, annually leads the performance evaluation of the Company
President and is informed of the evaluations of the other Senior Management members.
24.5 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: It was determined that the Board of Directors must have knowledge of the performance evaluation of Senior Management members, whereby the Appointment and Remuneration Committee must develop the corresponding process. However, it is worth highlighting that even thought it was not expressly regulated, from a while back, the Board has assumed the responsibility of carrying out the performance evaluation of Senior Management members. This will be regulated in the corresponding corporate document.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 09-04-2013
24.6. The Company has a compensation policy for the Company President and other Senior
Management members, approved by the Board of Directors, which identifies all the compensation
components that may be effectually satisfied, tied to the fulfillment of long-term objectives and risk
levels.
24.6 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: We will incorporate this policy into the corresponding corporate document.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
24.7. If the compensation of the Company President includes both a fixed and a variable
component, its technical proposal and calculation will preserve the variable component from
exceeding the maximum limit established by the Board of Directors.
24.7 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: This is not documented.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 52
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
III. CONTROL ARCHITECTURE
Measure No. 25: Control Environment
25.1. The Board of Directors is ultimately responsible for instituting a solid control environment in
the Company, adjusted to its nature, size, complexity and risks, complying with the budgets
presented in Recommendation 25.1.
25.1 Implements measure Yes X No N/A
YES. Briefly explain: The Code of Good Governance expressly states that Odinsa’s Board of Directors should try to guarantee the existence of a Control Architecture that addresses the guidelines established by the Parent Company. Establishing responsibilities regarding policies and guidelines on this matter within the organization and defining clear reporting lines that allow for a consolidated view of the risks.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
25.2. In the case of Conglomerates, the Board of Directors of the Parent Company will endeavor to
institute a Control Architecture with a consolidated and formal scope that encompasses all the
Subordinate Companies, establishing responsibilities regarding the conglomerate’s policies and
guidelines on this matter and defining clear reporting lines that provide a consolidated vision of the
risks to which the Conglomerate is exposed and the required control measures.
25.2 Implements measure Yes X No N/A
YES. Briefly explain: The Code of Good Governance establishes that the Board of Directors of Grupo Argos is responsible for the existence of a Control Architecture with a consolidated, formal scope that covers all Related Companies, establishing responsibilities with respect to policies and guidelines on this matter at the Conglomerate level, and defining clear reporting lines that
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 53
allow for a consolidated view of the risks to which the Conglomerate is exposed and the adoption of the corresponding control measures. Additionally, in the Relationship Policy with Related Companies, Grupo Argos is expected to promote appropriate corporate behavior, transparent and efficient management and disclosure, always in compliance with the laws of the geographical areas where it operates.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
Measure No. 26: Risk Management
26.1. The risk management objectives of the Company are those included in Recommendation 26.1.
26.1 Implements measure Yes X No N/A
YES. Briefly explain: The Risk Policy considers all elements established in Recommendation 26.1.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
26.2. The Company has a risk map, understood to be a tool to identify and monitor the financial
and non-financial risks to which it is exposed.
26.2 Implements measure Yes X No N/A
YES. Briefly explain: The Company has a risk map that includes financial and non-financial risks. These are analyzed by the Audit, Finance and Risk Committee.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 54
26.3. The Board of Directors is responsible for establishing a risk management policy and setting
maximum exposure limits for each identified risk.
26.3 Implements measure Yes X No N/A
YES. Briefly explain: The Board of Directors approved the risk management policy; furthermore, it monitors exposure to each identified risk, prior report by the Audit, Finance and Risk Committee.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
26.4. The Board of Directors recognizes and regularly oversees the Company’s effective
exposure to the established maximum risk limits and proposes actions to correct and monitor
these in the case of deviations.
26.4 Implements measure Yes X No N/A
YES. Briefly explain: The Board of Directors has information on, monitors and proposes actions based on the exposure of the identified risks, in its Audit, Finance and Risk Committee, which analyzes and monitors risks in detail.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
26.5. Within the Risk Management Policy framework, the Senior Management owns the
processes and is responsible for risk management. Namely, it identifies, assesses, measures,
controls, monitors and reports the risks, establishing methodologies, and ensuring that the risk
management is consistent with the strategy, the established risk policy and the approved
maximum limits.
26.5 Implements measure Yes X No N/A
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 55
YES. Briefly explain: The approved Risk Management Policy contemplates that Senior Management is responsible for risk management, according to the roles and responsibilities defined therein.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
26.6. The Company has a risk allocation policy, approved by the Board of Directors, which
establishes the risk limits that can be directly managed by each level in the Company.
26.6 Implements measure Yes X No N/A
YES. Briefly explain: In order to ensure adequate coverage ad reporting of events registered on the risk map, a responsibility matrix was created, according to which the allocation of responsibility is established based on their level of criticality within the Board of Directors, the President, Vice President and Management Committee.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
26.7. In Conglomerates, the risk management must be done at the consolidated level in order
to contribute to the cohesion and control of the companies that are part thereof.
26.7 Implements measure Yes X No N/A
YES. Briefly explain: The Relationship Policy with Related Companies determined it is the responsibility of Grupo Argos, Parent Company of the Business Group, to make and keep updated a general risk map, in addition to monitoring the operation of the internal control systems and defining the actions required for its improvement; adopt actions to manage risks and improve internal control systems. In development of the above, risk management is led by the Audit, Finance and Risk Committee of Grupo Argos, which is in charge of the supervision of the Comprehensive Risk Management System of the holding and its subsidiaries, the review and evaluation of the efficiency and integrity of the Internal Control System and the definition of appetite and risk tolerance according to the strategic definitions of the Company.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 56
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
26.8. If the Company has a complex and varied businesses and operations structure, there is a
Chief Risk Officer (CRO), who is accountable at the Conglomerate level, in the case of integrated
companies in control situations and/or business groups.
26.1 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Although the position of Conglomerate Chief Risks Officer does not exist, the office of the General Corporate Controller does, which, in accordance with the Code of Good Governance is responsible for the design and coordination of the elements that comprise Control Architecture, in conjunction with the Related Companies.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
Measure No. 27: Control Activities
27.1. The Board of Directors is responsible for ensuring the existence of an adequate internal
control system that is adapted to the Company and its complexity, and that is consistent with
the risk management in force.
27.1 Implements measure Yes X No N/A
YES. Briefly explain: The Code of Good Governance and the Bylaws establish that it is the responsibility of the Board to approve and monitor the implementation and effectiveness of the internal control systems, for which the Audit, Finance and Risk Committee offers its support by reviewing and assessing the risk management prior to the approval and suggesting the improvements deemed necessary, in an effort to configure the risk profile in accordance with the Company’s strategic objectives.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 57
Implementation Date: 02-14-2002
Revision Date: April 2016
27.2. The Board of Directors is responsible for supervising the effectiveness and suitability of the
internal control system, a responsibility that it may delegate to the Audit Committee without
this affecting the oversight responsibility of the Board of Directors.
27.2 Implements measure Yes X No N/A
YES. Briefly explain: The Code of Good Governance and the Bylaws establish that it is the responsibility of the Board to approve and monitor the implementation and effectiveness of the internal control systems, for which the Audit, Finance and Risk Committee offers its support by reviewing and assessing the risk management prior to the approval and suggesting the improvements deemed necessary, in an effort to configure the risk profile in accordance with the Company’s strategic objectives.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
27.3. The Company applies and requires the principle of self-control, understood as “the capacity
of those who participate in the different processes to consider control as an inherent part of their
responsibilities, field of action, and decision-making.”
27.3 Implements measure Yes X No N/A
YES. Briefly explain: The Risk Management Policy establishes that the risks are managed taking into account the independence of the area responsible for managing the Comprehensive Risk Management System, the business and support areas that generate and manage the risks, as well as the assignment of risk managers for each business and support area, who are responsible for up-to-date knowledge of the processes under their responsibility, updating risk maps and controls, and offering training support; as well as reporting on comprehensive risk management to the risk unit and the heads of area.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 58
Implementation Date: Revision Date:
Measure No. 28: Information and Communication
28.1. The Company’s culture, philosophy and risk policy are communicated downward and
horizontally across the Company, as well as the approved risk exposure limits, in order that the
entire organization can consider risks and control activities in its endeavors.
28.1 Implements measure Yes X No N/A
YES. Briefly explain: The risk culture is a fundamental pillar in the risk model adopted and is an essential premise to ensure that risk management operates as a dynamic model within the organization. Since 2017, a risk culture has been promoted throughout the different levels of the organization, in an effort to promote an understanding of the risk policy.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
28.2. In the Company there is a bottom-up information reporting mechanism (up to the Board
of Directors and Senior Management), which is accurate, understandable and complete,
supporting and enabling informed decision-making and risk and control management.
28.2 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Although the Audit, Finance and Risk Committee carries out a detailed follow-up of the Company’s financial performance and the management of the risks identified on the risk map, alerting the board on special interest matters, we do not have a documented information reporting mechanism.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 59
28.3. The Company’s mechanism for communicating and reporting information allows: i. Senior
Management to involve the entire Company, highlighting its risk management responsibility and
defining controls; and ii. The Company’s personnel to understand its role in risk management in
and control identification, as well as their individual contribution with respect to the work of
others.
28.3 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The Company has several follow-up mechanisms to ensure that management is carried out in an adequate and efficient manner: Corporate Risk Management methodology and risk map reporting, managed in accordance with the responsibility matrix. Hiring external consultants for the identification and rating of the risk management and internal control systems – performance and risk indicators. However, we will expressly implement the mechanisms in the relevant corporate documents.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
28.4. The Company has internal lines for anonymous complaints or whistleblowers, which allow
employees to anonymously report illegal or unethical behavior, or that might infringe on its risk
management and control culture. A list of these complaints is submitted to the Company’s
Board of Directors.
28.4 Implements measure Yes X No N/A
YES. Briefly explain: Odinsa has a Transparency Line, a free channel through which people may report, anonymously if need be, any faults and defaults to the Code of Conduct and the internal regulations. This line is managed by an independent third party, it has an email address and toll free number that is available Monday thru Saturday from 6:00 am to 10:00 pm. The information received is managed with the highest levels of confidentiality and, according to their nature the cases are brought to the attention of the relevant Investigation Officials.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: January 2016
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 60
Revision Date:
Measure No. 29: Oversight of the Control Architecture
29.1. In the Company, the Board of Directors by way of the Audit Committee, is responsible for
supervising the effectiveness of the different components of the Control Architecture.
29.1 Implements measure Yes X No N/A
YES. Briefly explain: The Code of Good Governance expressly states that the duty to oversee the effectiveness of the organization’s different elements of Control Architecture is under the responsibility of the Audit, Finance and Risk Committee.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
29.2. In the Company, oversight tasks aimed at ensuring control architecture efficacy primarily
involve the Internal Audit Department in partnership with the Statutory Auditor, in matters
integral to their responsibility, and particularly, relating financial information generated by the
Company.
29.2 Implements measure Yes X No N/A
YES. Briefly explain: The Code of Good Governance establishes that the Internal Audit department carries out an independent activity for the objective assessment of the quality and effectiveness of the control system, and provides support and advice in an effort to add value to the execution of Company operations. In addition it helps achieve its goals through a systematic and disciplined approach to assess and improve the efficiency of the risk management system, control and governance processes. In addition, the Bylaws establish the duties of the Statutory Auditor, which include a review of the financial information.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: April 2016
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 61
29.3. The Company's internal audit task has Internal Audit Statutes approved by the Audit
Committee, which expressly describes the scope of its duties on this matter, which should
include the subjects noted in Recommendation 29.3.
29.3 Implements measure Yes X No N/A
YES. Briefly explain: There is an Internal Statute in accordance with the regulations provided by the Institute of Internal Auditors, which must be revised in order to ensure that it adapts to the recommendation for the New Country Code. Parent Company guidelines are being adopted.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 11-23-2011
Revision Date:
29.4. The main responsible party for the internal audit maintains a professionally independent
relationship from the Senior Management of the Company or Conglomerate that hired him/her
by means of the exclusive operative dependence of the Audit Committee.
29.4 Implements measure Yes X No N/A
YES. Briefly explain: The Code of Good Governance establishes that the internal audit department carries out duties that are independent from those of the organization, and included in these duties is that of reporting its findings to the Audit Committee.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date: 09-04-2013
29.5. The Board of Directors is responsible in the Company for appointing and dismissing the
responsible party for the internal audit, at the recommendation of the Audit Committee, and
the market is notified of their dismissal or resignation.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 62
29.5 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: In accordance with the Bylaws, the appointment of the Internal Auditor is made from the list of candidates presented by the Company President.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
29.6. The Statutory Auditor of the Company or Conglomerate is clearly independent thereof,
and declares said independence in the respective audit report.
29.6 Implements measure Yes X No N/A
YES. Briefly explain: In accordance with the provision stipulated in the Code of Good Governance, the Statutory Auditor, in its report to the General Shareholders’ Meeting will include, in addition to all legal requirements, a statement declaring its condition as an independent firm.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
29.7. If the Company acts as the Parent Company of a Conglomerate, the Statutory Auditor is the
same for all companies, including any offshore companies.
29.7 Implements measure Yes X No N/A
YES. Briefly explain: In accordance with the Code of Good Governance, the Statutory Auditor must be an internationally recognized independent firm, and the Parent Company makes every effort to ensure that this firm is the same for all its companies.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 63
Revision Date:
29.8. The Company has a policy to appoint the Statutory Auditor, approved by the Board of
Directors and disclosed to the Shareholders, which includes the provisions established in
Recommendation 29.8.
29.8 Implements measure Yes X No N/A
YES. Briefly explain: In accordance with the provisions of the Code of Good Governance, neither the Statutory Auditor, nor the natural persons or entities related to it, may perform or provide services different from those of their position, neither for the parent Company nor for any of its subordinates. Additionally, it establishes that in the agreement entered into by the Company with the Statutory Auditor, it will be established that in the event of successive re-elections, the maximum term of the total contractual relationship will be 10 years and the natural persons appointed to exercise the position of principal and alternate must be changed at least every 5 years, and said persons may only resume their duties as statutory auditors of the Company at least 2 years after they retire from the position.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
29.9. In order to avoid an excessively long relationship between the Company and the statutory
audit firm and/or its teams, and to maintain their independence, the Company has established
a maximum contract term ranging from five (5) to ten (10) years. The maximum contract term
for the Statutory Auditor, an individual not associated to a firm, is five (5) years.
29.9 Implements measure Yes X No N/A
YES. Briefly explain: The Code of Good Governance establishes that in the agreement entered into by the Company with the Statutory Auditor, it will be established that in the event of successive re-elections, the maximum term of the total contractual relationship will be 10 years and the natural persons appointed to exercise the position of principal and alternate must be changed at least every 5 years, and said persons may only resume their duties as statutory auditors of the Company at least 2 years after they retire from the position.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 64
Implementation Date: 02-14-2002
Revision Date: April 2016
29.10. Within the maximum contract term, the Company encourages the rotation of the statutory
audit firm’s partner assigned to the Company and its work teams at the midterm of the period.
Said rotation within the firm is mandatory at the end of the period.
29.10 Implements measure Yes X No N/A
YES. Briefly explain: The Code of Good Governance establishes that in the agreement entered into by the Company with the Statutory Auditor, it will be established that in the event of successive re-elections, the maximum term of the total contractual relationship will be 10 years and the natural persons appointed to exercise the position of principal and alternate must be changed at least every 5 years, and said persons may only resume their duties as statutory auditors of the Company at least 2 years after they retire from the position.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
29.11. In addition to the existing ban on hiring the statutory auditor for any professional services
other than the Company's financial audit and other duties recognized in current regulations, the
Company extends this limitation to individuals or entities related to the statutory audit firm.
Including the companies in its group as well as those companies with a large number of partners
and/or administrators in common with those of the statutory audit firm.
29.11 Implements measure Yes X No N/A
YES. Briefly explain: In accordance with the provisions of the Code of Good Governance, neither the Statutory Auditor, nor the natural persons or entities related to it, may perform or provide services different from those of their position, neither for Odinsa nor for any of its subordinates.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 65
29.12. In its public information, the Company discloses the total amount of the contract with the
statutory auditor, as well as the ratio of fees paid by the Company versus the firm’s total
revenue related to its statutory audit activity.
29.12 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The Company only publishes the name of the firm chosen by the General Shareholder’s Meeting to exercise the duties as Statutory Auditor, and the amount of the contract.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
IV. TRANSPARENCY OF FINANCIAL AND NON-FINANCIAL INFORMATION
Measure No. 30: Information Disclosure Policy
30.1. The Board of Directors has approved an information disclosure policy, which identifies at
minimum the information included in the Recommendation.
30.1 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Despite the fact that the Company has an access to information policy for shareholders, investors and third parties, as well as data protection and privileged information policies, an information disclosure policy which includes the issues mentioned in recommendation 30.1 such has not been developed.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
30.2. In the case of Conglomerates, disclosure of information to third parties regarding the
group of companies is comprehensive and complete, allowing external third parties to form an
opinion based on the reality, organization, complexity, activity, size and governance model of
the Conglomerate.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 66
30.2 Implements measure Yes X No N/A
YES. Briefly explain: The Conglomerate’s related companies’ web sites publishes the information on the total conglomerate structure, business goals, financial statements, policies, real beneficiaries, main activities and government bodies, among others.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
Measure No. 31: Financial Statements
31.1. In the event the Statutory Auditor's report contains reservations, the Audit Committee
Chairman shall make a statement to the shareholders gathered at the General Shareholders’
Meeting about the reservations and the actions the Company proposes to resolve them.
31.1 Implements measure Yes X No N/A
YES. Briefly explain: In accordance with the provisions of the Code of Good Governance, the Audit, Finance and Risk Committee must have knowledge of, prior to the presentation to the Board of Directors, the year-end financial statements presented by the Statutory Auditor. In the event the Statutory Auditor’s report contains reservations or unfavorable opinions, a statement on its content and scope will be issued to the shareholders and the public securities market through the Company’s web page.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
31.2. When the Board of Directors considers that its must maintain its criteria regarding the
reservations and/or highlights submitted by the Statutory Auditor, this position is adequately
explained and justified in a written report to the General Shareholders’ Meeting, specifying
the content and scope of the discrepancy.
31.2 Implements measure Yes X No N/A
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 67
YES. Briefly explain: In accordance with the provisions of the Code of Good Governance, the Audit, Finance and Risk Committee must have knowledge of, prior to the presentation to the Board of Directors, the year-end financial statements presented by the Statutory Auditor. In the event the Statutory Auditor’s report contains reservations or unfavorable opinions, a statement on its content and scope will be issued to the shareholders and the public securities market through the Company’s web page.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
31.3. Transactions with or between Related Parties, including transactions between companies
of the Conglomerate, that are considered significant for the Company due to objective
parameters like volume of the transaction, percentage of assets, sales or other indicators, are
detailed in the public financial information, in addition to any offshore transactions.
31.3 Implements measure Yes X No N/A
YES. Briefly explain: Every year a business group transaction report is prepared, which is made known to the shareholders, together with the other documents that are delivered prior to the ordinary meeting, so that they can participate and make decisions in the Shareholder’s Meeting. Additionally, in December 2017, the Board of Directors approved the Policy for the Management of Transactions between Related Companies in which it is established that any transaction with a related party that is not within the ordinary course of business of any of the related parties and /or is not carried out according to market conditions, or if it is an operation within the ordinary course of business and carried out according to market conditions, which exceeds the power of approval granted in the Bylaws to the legal representatives must be subjected to the valuation of the Audit Committee and subsequently to the approval of the Boards.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
Measure No. 32: Information for the Markets
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 68
32.1. Within the framework of the information disclosure policy, the Board of Directors (or the Audit
Committee) shall adopt any measures necessary to ensure all financial and non-financial
information about the Company required by existing legislation is disclosed to the financial and
capital markets, in addition to any information deemed relevant for investors and clients.
32.1 Implements measure Yes X No N/A
YES. Briefly explain: The Code of Good Governance determines all information to be disclosed by the Company and the measures to do so.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
32.2. The Company's website was designed to be user-friendly, allowing users simple access to
information related to corporate governance.
31.2 Implements measure Yes X No N/A
YES. Briefly explain: The Company’s web page was designed with the help of external communications experts ensuring easy and user-friendly access to visitors.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
32.3. The Company’s website at least includes links related to Recommendation 32.3.
32.3 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Odinsa’s web page has all the information required to obtain the IR issuer recognition issued by the Securities Exchange, as well as the publication of relevant information and Company news. This information is published in English and Spanish.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 69
However, regarding the links mentioned in Recommendation 32.2, the risk management report, information for control entities, Committee reports and rights of information are not published.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
32.4. The materials used generally by the Company to disseminate information to the markets
are documents that can be downloaded, printed and shared.
32.4 Implements measure Yes X No N/A
YES. Briefly explain: The information included in the Company’s web page, as well as the information relevant to the Superintendence of Finance is presented in such a way as to allow it to be downloaded and printed.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
32.5. If the Company is of great size and complexity, it annually posts on its website, an explanatory
report about the organization, methods and procedures of its Control Architecture implemented
with the intention of providing accurate and secure financial and non-financial information,
safeguarding the organization’s assets and the efficiency and security of its transactions.
Information on the Control Architecture is complemented by a risk management report.
32.5 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: We are currently working on the implementation of this measure.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 70
Measure No. 33: Annual Corporate Governance Report
33.1. The Company annually prepares a Corporate Governance report, whose content is the
responsibility of the Board of Directors after a favorable prior review and report from the Audit
Committee, which is presented along with the rest of the end-of-year documents.
33.1 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: The Board of Directors Management Report includes a chapter on Corporate Governance; however, it is not approved by the Audit Committee prior to its publication, and does not include the information included in Recommendation 33.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date:
33.2. The Company’s Annual Corporate Governance Report is not a mere transcription of the
Corporate Governance regulations included in the Bylaws, rules of procedure, corporate
governance codes and other Company documents. It is not intended to describe the Company's
governance model, but to explain the reality of its operations and relevant changes in the
period.
33.2 Implements measure Yes X No N/A
YES. Briefly explain: The chapter on Corporate Governance of the Management Report includes all relevant information and changes occurred throughout the year, it is not a transcription of the Corporate Governance regulations included in the Bylaws.
NO. Please explain:
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: 02-14-2002
Revision Date:
33.3. The Company's Annual Corporate Governance Report contains end-of-year information
that describes how the corporate governance recommendations adopted by the Company
were met throughout the year, and the main changes that resulted thereof.
The Company's Annual Corporate Governance Report is aligned with the outline described in
Recommendation 33.3.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 71
33.3 Implements measure Yes No X N/A
YES. Briefly explain:
NO. Please explain: Although it is prepares using all relevant information and the changes that occurred throughout the year, not all issues mentioned in the Recommendation are included.
N/A. Specify the regulations that prevent adopting the recommendation:
Implementation Date: Revision Date: