issuer recommendation response comment implementation ...€¦ · presentation or other relevant...
TRANSCRIPT
Issuer Recommendation Response Comment Implementation
Date
Modification
Date
PROMIGAS
S.A. E.S.P.
1.1 The Company
provides equal
treatment to all
shareholders with
the same class of
shares that are in
the same
conditions,
without this
entailing access to
privileged
information for
some shareholders
regarding others.
YES The
information
that is relevant
to all
shareholders is
communicated
to all through
the reporting
mechanisms
of market-
relevant
information.
Additionally,
there is an
internal policy
adopted many
years ago that
regulates these
matters called
“Management
of Privileged
Information
Policy.”
2011-05-03
PROMIGAS
S.A. E.S.P.
1.2. The Board of
Directors has
approved a
specific
procedure, which
establishes the
company practices
interaction with
shareholders of
different
conditions in such
matters as, for
example, access to
information,
resolution of
information
requests,
communication
channels, forms of
interaction
between the
shareholders, the
company and the
Board of Directors
and other
Managers.
YES The company
has a
procedure
called
“Investors
Attention
Procedure”,
adopted many
years ago,
which
regulates the
company
practices of
interaction
with all
shareholders.
The Board of
Directors has
approved this
procedure.
2007-10-04
PROMIGAS
S.A. E.S.P.
2.1. Through its
website, the
company clearly,
accurately and
thoroughly
discloses to the
public the
different classes
of shares issued
by the company,
the amount of
shares issued for
each class and the
reserved shares, as
well as the rights
and obligations
inherent to each
class of share.
YES This
recommendati
on is currently
met. The so-
called
“Investment
Attention
Procedure”,
which sets out
the rights and
obligations for
the
shareholders,
is also posted
on the
website.
2010-10-04
PROMIGAS
S.A. E.S.P.
3.1 In operations
that may result in
capital dilution of
minority
shareholders (in
the event of an
increase in capital
with waiver of
preemptive right
in the subscription
of shares, a
merger, split up,
among others), the
company gives a
detailed
explanation of
such operations to
the shareholders
in a previous
report prepared by
the Board of
Directors together
with the fairness
opinion about the
terms of the
transaction by an
independent
external advisor
with
acknowledged
solvency
designated by the
Board of
Directors. These
reports are
available to the
shareholders prior
to the Meeting
within the terms
for exercising the
right inspection.
YES This
recommendati
on is currently
being fulfilled.
The so-called
“Investment
Attention
Procedure”,
which is
posted on the
website,
considers this
measure.
2010-10-04
PROMIGAS
S.A. E.S.P.
4.1. The company
has a corporate
website in Spanish
and English, with
a link of
Corporate
Governance or
shareholder and
investor
relationships or,
its equivalent,
which includes
financial and non-
financial
information in the
terms set out in
recommendations
32.3 and 33.3 and
that under no
circumstances
includes
confidential
information
concerning the
company or
related to trade
secrets or
information
whose disclosure
may be used in the
detriment of the
company.
YES This
measurement
is fulfilled.
The company
is in the group
of the first
issuers that
have IR
Recognition of
the Colombia
Stock
Exchange.
2013-08-01
PROMIGAS
S.A. E.S.P.
4.2. The company
has permanent
access and use
mechanisms
exclusively for
shareholders, such
as a link on the
website for
exclusive access
to shareholders or
a service or
relations office for
shareholders and
investors, regular
briefings, among
others, so that
they can express
their opinions or
raise concerns or
suggestions
regarding the
development of
the company or to
their condition as
shareholders.
YES The company
has the website,
and also an
investor service
office, and
provides
quarterly results
(for the
Financial
Superintendence
of Colombia,
the
shareholders, by
correspondence,
and market
analysts and
other investors
in quarterly
calls) and an
annual
sustainability
report.
2013-08-01
PROMIGAS
S.A. E.S.P.
4.3 The company
holds events for
reporting the
quarterly results
to its shareholders
and market
analysts, which
may be attended
personally or by
remote
communication
(conference,
videoconference,
etc.).
YES Besides the
biannual
General
Meeting of
Shareholders,
each year in
May and
November the
company holds
a meeting with
its shareholders
and market
analysts by
conference.
2013-08-01
PROMIGAS
S.A. E.S.P.
4.4 The company
participates or
holds
presentations,
events, or fixed
income
investment
forums, mainly
intended for
investors in debt
instruments and
market analysis,
where the
business
indicators of the
issuer, the
management of
its liabilities, its
financial policy,
qualifications,
issuer behavior
regarding
covenants, etc.,
are updated.
YES Since 2001,
when the first
bond issue was
made (three
additional issues
have been made,
in 2002, 2009
and 2013),
meetings are
held with
investors and
market analysts,
as well as with
the risk rating
agencies that
assess the
creditworthiness
of the issued
instrument.
2001-02-04
PROMIGAS
S.A. E.S.P.
4.5 The Corporate
Bylaws provide
that a shareholder
or group of
shareholders that
represent at least
five percent (5%)
of capital may
request
Specialized
Audits on matters
different from
those audited by
the company’s
Statutory Auditor.
Depending on its
capital structure,
the company may
determine a
percentage below
five percent (5%).
YES Our Corporate
Bylaws cover
this possibility
and are not
limited to a
minimum
percentage. Any
shareholder,
without
considering his
share, may
request this type
of audits at his
own expense.
2002-03-26
PROMIGAS
S.A. E.S.P.
4.6. In order to
exercise this right,
the company has
a written
procedure with
the indications set
out in
recommendation
4.6.
YES The procedure is
provided in the
document
“Regulations of
the Meeting of
Shareholders”.
2010-03-30
PROMIGAS
S.A. E.S.P.
5.1. The members
of the Board of
Directors and
Senior
Management have
expressly
accepted on their
Acceptance
Letters or
agreements that,
upon knowing of
a public takeover
presentation or
other relevant
operations such as
mergers or split
ups, there will be
periods during
which they agree
not to negotiate
directly or
indirectly the
company shares.
YES Both the Board
Members and
the Members of
the Senior
Management
have accepted
this measure.
The former on
their respective
acceptance
letters and the
latter through the
amendments on
their
employment
agreements.
2015-03-31
PROMIGAS
S.A. E.S.P.
6.1. Without
prejudice to the
independence of
each individual
company
integrated into the
Conglomerate and
the
responsibilities of
their board of
directors, there is
an organizational
structure of the
Conglomerate
that defines the
three (3) levels of
governance -
Meeting of
Shareholders,
Board of
Directors and
Senior
Management -,
key individual
bodies and
positions, as well
as the relation
between them,
which is public,
clear and
transparent and
allows
determining clear
responsibility and
communication
lines, and
provides strategic
guidance, control
and effective
administration of
the
Conglomerate.
NO It has not been
deemed
convenient
making public a
policy of this
nature.
PROMIGAS
S.A. E.S.P.
6.2. The Parent
Company and its
major Affiliates
have defined a
framework of
institutional
relations by
signing an
agreement of
pubic nature and
approved by the
Board of
Directors of each
of these
companies, which
regulates the
matters set in
recommendation
6.2.
NO It has not been
deemed
convenient
making public a
policy of this
nature, as some
are not publicly
traded and have
other
shareholders. In
some cases, it is
considered that
these matters
belong to the
internal
jurisdiction of
the respective
companies.
PROMIGAS
S.A. E.S.P.
7.1. Except for
those disputes
between
shareholders, or
between
shareholders and
the Company or
its Board of
Directors, that by
express legal
authority should
necessarily be
brought before
ordinary
jurisdiction, the
Corporate Bylaws
include
mechanisms for
conflict
resolution, such
as direct
agreement,
amicable
settlement,
conciliation or
arbitration.
YES Article 51 of the
Corporate
Bylaws provides
mechanisms for
direct
negotiation,
amicable
settlement and
arbitration.
2002-03-26
PROMIGAS
S.A. E.S.P.
8.1. In addition to
other duties
assigned by the
legal framework
to the General
Meeting of
Shareholders, the
Corporate Bylaws
expressly include
the duties of the
General Meeting
of Shareholders
set out in
recommendation
8.1, and
emphasize its
exclusive and
nondelegable
nature.
YES The Corporate
Bylaws clearly
provides the
responsibilities
for the Meeting
of Shareholders.
2015-09-29
PROMIGAS
S.A. E.S.P.
9.1. The company
has Regulations
for the General
Meeting of
Shareholders,
which regulates
all matters
regarding the
Meeting of
Shareholders,
from its call
notice to the
preparation of the
information to be
received by the
shareholders,
attendance,
development and
exercise of the
voting rights of
the shareholders,
so that they are
fully informed of
the whole regime
of the Meeting
sessions.
YES The Company has
the “Regulations
of the General
Meeting of
Shareholders,”
which
contemplates all
the
recommendations.
2010-03-30
PROMIGAS
S.A. E.S.P.
10.1 To facilitate
the exercise of the
right of
information of
Shareholders, the
Corporate Bylaws
provide that the
General Meeting
of Shareholders
shall be called
with at least a
thirty-(30)-day
notice and, for
extraordinary
meetings, with at
a least fifteen-
(15) -day notice.
The forgoing is
without prejudice
to the established
legal terms for
corporate
reorganizations
(for example,
mergers, split ups
or
transformations).
NO We consider this
measure
inconvenient
because, given
that we are part
of a
Conglomerate,
the opinion of
the statutory
auditor regarding
the consolidated
financial
statements
usually takes
time, which
would delay the
call notice and
therefore the
effective dates of
the meetings.
PROMIGAS
S.A. E.S.P.
10.2. In addition
to the traditional
and mandatory
means under the
legal framework,
the Company
ensures maximum
disclosure and
publicity of the
call notice
through electronic
means such as the
corporate website,
individual alert
messages via
email, and even
social media, if
appropriate.
YES In addition to the
traditional
means, the
Company uses
the website to
publish the call
notice for the
Meeting. Also,
emails with
alerts are sent to
the shareholders
registered in the
company
database.
2013-08-01
PROMIGAS
S.A. E.S.P.
10.3. In order to
increase
transparency of
the decision-
making process
during the
Meeting of
Shareholders, in
addition to the
meeting’s Agenda
containing a list
of the issues to be
discussed, the
Company
provides that,
together with the
call notice, or at
least with a
fifteen-(15)-day
notice, the
shareholders must
be notified of the
Agreement
Proposals for
each item of the
Agenda that the
Board of
Directors submits
to the General
Meeting of
Shareholders.
NO The company is
not aware of any
Agreement
Proposals,
therefore, the
shareholders
simply vote
during the
meeting.
PROMIGAS
S.A. E.S.P.
10.4. The
improper split up
can only be
analyzed and
approved by the
General Meeting
of Shareholders
when this item
has been
expressly
included in the
call notice of the
respective
meeting.
YES This measure
was included in
the Company´s
Code of Good
Governance. In
addition, it was
included in the
Corporate
Bylaws.
2015-09-29
PROMIGAS
S.A. E.S.P.
10.5. The agenda
proposed by the
Board of
Directors contains
the precise
content of the
issues to be
discussed,
avoiding any
significant issues
to be hidden or
masked under
vague, generic or
general
indications such
as “others” or
“propositions and
others”.
YES The significant
aspects that will
be discussed in
board meetings
are clearly
included as an
item of the
meeting’s
agenda.
1999-02-01
PROMIGAS
S.A. E.S.P.
10.6. In the event
the Corporate
Bylaws are
amended, each
article or group of
articles that are
substantially
independent will
be voted upon
separately. In any
case, an article is
voted upon
independently if
any of the
shareholders or
group of
shareholders that
represents at least
five percent (5%)
of the share
capital requests to
do so in the
Meeting, a right
that is previously
disclosed to the
shareholders.
YES In the event that
the Corporate
Bylaws are
amended, each
article object of
amended,
including the
modifications to
such article, is
read separately
so that the
shareholders
may vote on
each article
being amended.
1999-02-01
PROMIGAS
S.A. E.S.P.
10.7. Without
prejudice to the
provisions of
article 182 of the
Code of
Commerce, in
order to
strengthen and
ensure the right of
inspection and
information to
shareholders prior
to the Meeting of
Shareholders, the
Corporate Bylaws
recognize
shareholder’s
right, regardless
of the size of their
share capital, to
propose the
introduction of
one or more items
to debate in the
Agenda of the
General Meeting
of Shareholders
within a
reasonable limit,
provided that the
request for new
items is
accompanied by a
justification. The
request by
shareholders shall
be made within
five (5) days of
the call notice.
NO This measure is
not considered
convenient
because the
General Meeting
always has an
open item of
“Propositions
and Others”
where any
shareholder may
introduce one or
more items to
the agenda.
PROMIGAS
S.A. E.S.P.
10.8. If the Board
of Directors
rejects the
request, the Board
agrees to give a
written response
to requests
supported either
by at least five
percent (5%) of
the share capital
or by a lower
percentage
established by the
company
according to the
degree of
concentration of
property,
explaining the
reasons behind
NO This measure is
not considered
convenient
because the
General Meeting
of Shareholders
always has an
open item of
“Propositions
and Others”
where any
shareholder may
introduce one or
more items to
the agenda.
the decision and
informing
shareholders of
their right to put
forward their
proposals during
the Meeting
according to the
provisions of
Article 182 of the
Code of
Commerce.
PROMIGAS
S.A. E.S.P.
10.9. In the event
the Board of
Directors accepts
the request after
the deadline for
the shareholders
to submit issues
pursuant to the
foregoing
recommendations,
a supplement to
the call notice of
the General
Meeting of
Shareholders,
shall be published
at least fifteen
(15) days before
the meeting.
NO This measure is
not considered
convenient
because the
General Meeting
of Shareholders
always has an
open item of
“Propositions
and Others”
where any
shareholder may
introduce one or
more items to
the agenda.
PROMIGAS
S.A. E.S.P.
10.10. Within the
same period
prescribed in
section 10.7, the
shareholders may
also submit new
well-founded
Agreement
Proposals on
matters already
included in the
Agenda. For these
requests, the
Board of
Directors acts
similarly as
provided in
sections 10.8 and
10.9 above.
NO This measure is
not considered
convenient
because the
General Meeting
of Shareholders
always has an
open item of
“Propositions
and Others”
where any
shareholder may
introduce one or
more items to
the agenda.
PROMIGAS
S.A. E.S.P.
10.11. The
Company agrees
to use electronic
means, mainly the
corporate website
with exclusive
access to
shareholders, to
send and
communicate the
information
related to each
item of the
Agenda.
NO The Company
makes all the
information
available to the
shareholders at
the corporate
address.
PROMIGAS
S.A. E.S.P.
10.12. The
Corporate Bylaws
recognize the
shareholders’
right to request,
with enough
anticipation, the
information or
clarifications that
they consider
appropriate,
through
traditional
channels and/or,
where
appropriate, new
technologies, or
to prepare in
writing the
questions they
consider
appropriate
regarding the
issue contained in
the Agenda, the
documentation
received or the
information
published by the
Company.
Depending on the
term chosen by
the Company to
call the General
Meeting of
Shareholders in
advance, the
Company
determines the
period within
which
shareholders may
exercise this right.
YES This measure is
developed in the
Corporate
Bylaws and the
Code of Goode
Governance.
2013-03-27
PROMIGAS
S.A. E.S.P.
10.13. The
Company has
provided that the
request for
information may
be denied if,
according to
internal
procedures, such
information can
be described as: i)
unreasonable, ii)
irrelevant to
understand the
progress or
interests of the
company; iii)
confidential,
which would
include privileged
information
regarding the
stock market,
trade secrets,
ongoing
operations whose
successful
completion
depends on the
secret of the
company’s
negotiation; iv)
others whose
disclosure puts
the company´s
competitiveness
in imminent and
serious danger.
YES Pursuant to the
applicable legal
regulations,
insofar as the
information is
confidential, the
company
reserves the right
to disclose it.
2001-08-01
PROMIGAS
S.A. E.S.P. 10.14. When
the response
provided to a
shareholder
may put him in
an
advantageous
position, the
Company
guarantees the
access of such
response to the
other
shareholders
simultaneously,
according to
the
mechanisms
established for
such purpose,
and under the
same
conditions.
YES Through the
disclosure
mechanism of
Relevant
Information,
the Company
ensures that all
shareholders
are
simultaneously
aware of the
information
provided to
one
shareholder in
particular.
2000-02-01
PROMIGAS
S.A. E.S.P.
11.1. Without
prejudice to the
limits provided
in article 185
of the Code of
Commerce,
Public Letter
24 of 2010, as
amended, the
Company does
not limit the
right of
shareholders to
be represented
in the General
Meeting of
Shareholders,
thus being able
to delegate
their vote to
anyone,
whether a
shareholder or
not.
YES The company
ensures the
access of
shareholders to
the Meetings
through the
mechanisms
legally
provided.
2000-02-01
PROMIGAS
S.A. E.S.P.
11.2. The
company
minimizes
blank vote
delegations,
without voting
instructions, by
actively
promoting the
use of a
standardized
letter of
representation
form that the
company sends
to the
shareholders or
posts on its
website. The
model includes
the Agenda and
the
corresponding
Agreement
Proposals
established in
accordance
with the
procedure set
out in advance
and which will
be submitted
for the
shareholders’
consideration,
so that if
deemed
convenient by
the
shareholder, he
indicates in
each case, his
vote to his
representative.
YES In the Call
Notice and
before each
Meeting
begins, this
measure is
explained.
However,
there is no
standard
representation
letter because
it is considered
an intrusion to
the freedom of
each
shareholder.
2000-02-01
PROMIGAS
S.A. E.S.P.
12.1. In order to
revitalize the
role of the
General
Meeting of
Shareholders in
the formation of
the corporate
will, and make
it a much more
participatory
body, the
Regulations of
the General
Meeting of
Shareholders of
the company
require that the
Board members
and especially
the Chairmen of
the Board
Committees, as
well as the
CEO, to attend
the General
Meeting of
Shareholder to
respond to any
concerns of the
shareholders.
NO It has not been
done to date,
because many
of the new
measures were
implemented
by late 2015.
We expect to
implement this
measure in
2016.
PROMIGAS
S.A. E.S.P.
13.1. The
Corporate
Bylaws
expressly state
the duties that
cannot be
delegated to the
Senior
Management,
which include
those set out in
recommendation
13.1.
YES The Corporate
Bylaws
expressly state
the duties that
the Board of
Directors
cannot
delegate to the
Senior
Management.
1974-09-27
PROMIGAS
S.A. E.S.P.
13.2. Without
prejudice to the
autonomy of
the governing
bodies of the
Affiliate
Companies,
when the
company acts
as parent of a
Conglomerate,
the duties of
the Board of
Directors have
a group
approach and
are developed
through general
policies,
guidelines or
requests for
information
that respect the
balance
between the
interests of the
parent and the
affiliates and
the
Conglomerate
as a whole.
YES Promigas as
parent of
several
companies in
the gas sector
and/or
complementary
activities, has
organized its
structure in
such way that
each business
line has a
responsible
party for the
corporate
aspect.
Additionally,
there are
strategic
guidelines that
contribute to
achieving the
common goals.
There is an
internal
procedure
called
“Investment
Management
Process” that
contributes to
such purposes.
2005-02-02
PROMIGAS
S.A. E.S.P.
14.1. The
Board of
Directors has
approved the
internal
regulation
governing its
organization
and operation,
as well as the
duties and
responsibilities
of its members,
the Chairman
and Secretary
of the Board
and their
obligations and
rights. Such
regulation is
disclosed to the
shareholders,
and is binding
in nature for
the board
members.
YES The Board of
Directors of
Promigas has
approved its
internal
regulations.
2007-03-27
PROMIGAS
S.A. E.S.P.
15.1 Pursuant
to its Corporate
Bylaws, the
company has
chosen not to
designate
Alternate
Board
Members.
NO The
shareholders
of Promigas
consider it
convenient to
maintain the
alternate board
members, who
shall replace
the principal
members on
all their
absences.
PROMIGAS
S.A. E.S.P.
16.1. Based on
the premise that
once elected all
Board members
act on behalf of
the company,
exercising
utmost
transparency,
the Company
identifies the
origin of the
different Board
members
according to the
scheme defined
in
recommendation
16.1.
NO The possibility
of including this
recommendation
is being
analyzed.
PROMIGAS
S.A. E.S.P.
16.2. The
company has a
procedure
established by
the
Appointments
and
Remunerations
Committee, or
any other that
performs its
duties, which
allows the
Board of
Directors,
through its own
dynamics and
the conclusions
of the annual
assessments, to
reach the
objectives stated
in
recommendation
16.2.
YES The Board of
Directors has a
Compensation
and
Development
Committee that
makes it
possible to
identify the
members with
the most
convenient
profiles and
expertise to
perform their
duties.
2006-03-28
PROMIGAS
S.A. E.S.P.
16.3. The
professional
profiles
identified as
necessary are
informed by
the Board to
the
shareholders,
so that the
different
actors, mainly
the controlling
shareholders,
significant
shareholders,
families, or
group of
shareholders
and
institutional
shareholders, if
any, and the
Board of
Directors itself,
are able to
identify the
most suitable
candidates.
YES The Board of
Directors has a
Compensation
and
Development
Committee
that makes it
possible to
identify the
members with
the most
convenient
skills and
expertise to
perform their
duties.
2015-09-29
PROMIGAS
S.A. E.S.P.
16.4. The
company
considers that
the mere
assessment of
the resumes of
the
shareholders is
not enough to
determine the
suitability of
candidates,
therefore it has
an internal
procedure to
evaluate the
incompatibility
and
disqualification
s of legal
nature and the
suitability of
the candidate
and the needs
of the Board of
Directors,
through the
evaluation of a
set of criteria to
be met by the
functional and
professional
profiles of the
candidates, and
the verification
of the
compliance of
objectives to be
a Board
member and
other additional
objectives to be
an Independent
Member.
NO We are
currently in the
process of
developing a
matrix that
will allow us
to determine
the objective
criteria for
being a Board
member.
PROMIGAS
S.A. E.S.P.
16.5. In
addition to the
independence
requirements
set forth in Act
964/2005, the
company has
voluntarily
adopted a more
rigorous
definition of
independence
than the one
stipulated in
such Act. This
definition has
been adopted
as reference
framework
through the
Regulations of
the Board of
Directors, and
includes,
among others,
requirements
that shall be
evaluated, the
relationship or
ties of any
nature between
the
Independent
Member
candidate and
the controlling
or significant
shareholders
and its national
and foreign
Related Parties,
and requires a
double
declaration of
independence:
(i) of the
candidate from
the company,
its shareholders
and members
of the Senior
Management,
presented in
the Acceptance
Letter, and (ii)
of the Board of
Director
regarding the
independence
of the
NO The company
strictly
complies with
the provisions
set forth in Act
964/2005 and
has not
considered
including other
independence
criteria.
candidate.
PROMIGAS
S.A. E.S.P.
16.6. The
company,
through its
internal
regulations,
considers that
the Board of
Directors,
through the
Chairman and
with the
support of the
Appointments
and
Remunerations
Committee or
whoever fulfill
its duties, is the
most
appropriate
body to
centralize and
coordinate
prior to the
General
Meeting of
Shareholders
the process of
forming the
administrative
body. Thus, the
shareholders
that, based on
their share
capital, aspire
to be part of
the Board of
Directors, can
get to know of
the needs of the
Board of
Directors and
present their
aspirations,
negotiate the
equity balances
and the
divisions
between the
different
categories of
members,
present their
candidates and
accept that the
sustainability
of their
candidates is
evaluated by
the
NO The body that
would fulfill
these duties is
under review
in order to
address them
in the future.
Appointments
and
Remunerations
Committee
before voting
in the General
Meeting of
Shareholders.
PROMIGAS
S.A. E.S.P.
16.7. The
Regulations of
the Board of
Directors
provides that
the assessment
of the
suitability of
candidates is
an activity
executed prior
to the General
Meeting of
Shareholders,
so that the
shareholders
have enough
information
(personal
qualities,
qualification,
career,
experience,
etc.) on the
candidates in
advance for a
proper
assessment.
NO The body that
would fulfill
these duties in
under review
in order to
address them
in the future.
PROMIGAS
S.A. E.S.P.
17.1. The
Regulations of
the Board of
Directors
provide that the
Independent
and Equity
Members are
always a
majority with
respect to the
Executive
Members,
whose number,
if they joined
the Board, is
the minimum
required to
meet the
information
and
coordination
needs of the
Board of
Directors and
the Senior
Management of
the company.
YES Although the
different types
of Board
members have
not been
implemented,
the minimum
number of
independent
members
required by the
applicable
regulations is
met.
2006-03-28
PROMIGAS
S.A. E.S.P.
17.2. Based on
the minimum
percent of
twenty-five
percent (25%)
of Independent
Members, set
out in Act
964/2005, the
company
voluntarily
analyzes and
increases the
number of
Independent
Members,
considering,
among other
things, that the
number of
Independent
Members is
proportionate
to the Floating
Capital.
YES The internal
regulations of
the Board of
Directors have
set out an
analysis for the
possible
increase of
independent
members,
considering
the Floating
Capital.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.1 The duties
of the
Chairman of
the Board of
Directors are
set out in the
Corporate
Bylaws and his
main
responsibilities
are those
established in
recommendatio
n 18.1
YES All the duties
of the
Chairman of
the Board of
Directors are
set out in the
Corporate
Bylaws and his
main
responsibilities
are those
established in
recommendati
ons 18.1
2015-09-22
PROMIGAS
S.A. E.S.P.
18.2. The
internal
regulations of
the Company
provides the
possibility that
the Chairman
of the Board of
Directors may
have a different
treatment than
the other
members in
both his
obligations and
remunerations,
as a result of
the scope of his
specific duties
and greater
time
commitment.
NO There is no
difference
between the
Chairman of
the Board of
Directors and
the other
members.
PROMIGAS
S.A. E.S.P.
18.3. The
Corporate
Bylaws contain
the regulations
for the
appointment of
the Secretary
of the Board of
Directors,
including those
stated in
recommendatio
n 18.3.
NO The Corporate
Bylaws do not
set guidelines
for the
appointment of
the Secretary
of the Board of
Directors.
PROMIGAS
S.A. E.S.P.
18.4. The
Regulations of
the Board of
Directors
establish the
duties of the
Secretary,
which include
those stated
recommendatio
n 18.4.
YES All the duties
of the
Chairman of
the Board of
Directors are
stated in the
Corporate
Bylaws and his
main
responsibilities
are those
stated in
recommendati
on 18.1.
PROMIGAS
S.A. E.S.P.
18.5. The
Board of
Directors has
established an
Appointments
and
Remunerations
Committee.
YES In Promigas it
is known as
the
Remunerations
and
Development
Committee.
2005-03-29
PROMIGAS
S.A. E.S.P.
18.6. The
Board of
Directors has
established a
Risk
Committee.
YES The Board of
Directors of
Promigas
created a Risks
Committee.
2015-09-29
PROMIGAS
S.A. E.S.P.
18.7. The
Board of
Directors has
established a
Corporate
Governance
Committee.
YES In Promigas it
is known as
the Audits,
Risks and
Good
Corporate
Governance
Committee.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.8. The
company has
decided that it
is not
necessary to
constitute all
these
Committees,
their duties
have been
distributed
among the
existing ones
or have been
fully assumed
by the Board of
Directors.
YES The Board of
Directors has
decided to
establish a
committee
where audits,
risks and good
governance
converge.
2006-03-30
PROMIGAS
S.A. E.S.P.
18.9. Each
Committee of
the Board of
Directors has
Internal
Regulations
governing the
structure,
issues and
duties details
that the
Committee and
its operation
should work
on, paying
particular
attention to the
communication
channels
between the
Committee and
the Board of
Directors, and,
in the case of
Conglomerates,
to the
relationship
and
coordination
mechanisms
between the
Committees of
the Board of
Directors of the
Parent
Company its
affiliate
companies, if
any.
YES Each
Committee of
the Board of
Directors has
Internal
Regulations
governing the
structure,
issues and
duties details
that the
Committee and
its operation
should work
on, paying
particular
attention to the
communication
channels
between the
Committee and
the Board of
Directors.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.10. The
Committees of
the Board of
Directors are
composed
exclusively of
Independent or
Equity
Members, with
a minimum of
three (3)
members and
chaired by an
Independent
Member. In the
case of the
Appointments
and
Remunerations
Committee, the
Independent
Members are
always
majority.
YES There are only
independent
members.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.11. The
Committees of
the Board of
Directors can
get occasional
or permanent
support from
members of the
Senior
Management
with
experience on
the issues of
their
competence
and/or external
advisors.
YES The
Committees
may request
advise from
external
experts.
PROMIGAS
S.A. E.S.P.
18.12. For the
integration of
its Committees,
the Board of
Directors
considers the
profiles,
knowledge and
professional
experience of
the members
with respect to
the subject
matter of the
Committee.
YES For the
integration of
its
Committees,
the Board of
Directors
considers the
profiles,
knowledge and
professional
experience of
the members
with respect to
the subject
matter of the
Committee.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.13. Minutes
are drafted of
the meetings of
the
Committees,
copies of
which are sent
to all Board the
members. If the
Committees are
authorized for
decision-
making duties,
the minutes
conform to the
requirements in
Articles 189
and 431 of the
Code of
Commerce.
YES The decisions
of the
Committees
are recorded in
minutes.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.14. Unless
the applicable
legal or
regulatory
framework
requires its
creation, in the
case of
Conglomerates,
the internal
regulations
provide that the
Boards of
Directors of the
Affiliate
Companies
may choose not
to constitute
specific
Committees for
dealing with
certain issues,
thus being
these issues
undertaken by
the Board of
Directors of the
Parent
Company,
without this
involving a
transfer of
responsibility
from the Board
of Directors of
the affiliate
companies to
the parent
company.
NO In each
affiliate
company, the
Board of
Directors
creates
Committees.
PROMIGAS
S.A. E.S.P.
18.15. The
main duty of
the Audits
Committee is
to assist the
Board of
Directors with
its role as
supervisor,
through the
assessment of
the accounting
procedures, the
liaison with the
Statutory
Auditor, and in
general, the
revision of the
Control
Architecture of
the Company,
including the
audit to the risk
management
systems
implemented
by the
company.
YES It is
established
that the main
duty of the
Audits
Committee is
to advise the
Board of
Directors on
fulfilling their
responsibilities
of supervision
and control.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.16. The
members of the
Audit
Committee
have
accounting and
financial
expertise and
other related
subjects,
allowing them
have authority
on issues
pertaining to
the Committee,
with sufficient
level to
understand
their scope and
complexity.
YES The Audits,
Risks and
Good
Corporate
Governance
Committee
includes: An
external
independent
member that
has studies and
experience in
finance and
accounting and
an active
experience as
supervisor of a
senior office in
finance,
accounting and
audits, in
preparing or
assessing
financial
statements. In
addition, all
members of
the Committee
as a whole
have
experience in
finance, risks,
audits and
internal and
legal control.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.17. At the
request of the
Chairman of the
Meeting of
Shareholders,
the Chairman of
the Audits
Committee,
reports to the
General
Meeting of
Shareholders on
specific aspects
of the work of
the Committee,
such as the
analysis of the
scope and
content of the
Report of the
Statutory
Auditor.
YES This duty is
included in the
duties and
responsibilities
set out in the
Regulations of
the Audits,
Risks and
Good
Corporate
Governance
Committee.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.18. The
Internal
Regulations of
the Audits
Committee
provides the
duties stated in
recommendation
18.18.
YES These duties
are included in
the Regulation
of the Audits,
Risks and
Good
Corporate
Governance
Committee.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.19. The main
objective of the
Appointments
and
Remunerations
Committee is to
support the
Board of
Directors in
exercising its
decision-making
and advising
duties regarding
the appointment
and remuneration
of the members
of the Board of
Directors and the
Senior
Management,
and supervising
the compliance
of the Good
Governance rules
by periodically
reviewing its
compliance,
recommendations
and principles (in
the event this
duty is not
expressly
attributed to
another
committee in the
company).
NO The
Committee
does not
comply with
the duties set
out in this
measure.
PROMIGAS
S.A. E.S.P.
18.20. Some
members of the
Appointments
and
Remunerations
Committee
have skills in
strategy,
human
resources
(recruitment
and selection,
hiring, training
and personnel
management),
wage policy
and related
issues, with a
level enough to
understand the
scope and
complexity of
the issues in
the Company.
YES The members
of the
committee
have expertise
in line with
their duties.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.21. At the
request of the
Chairman of
the Board of
Directors, the
Chairman of
the
Appointments
and
Remunerations
Committee
may inform the
General
Meeting of
Shareholders of
specific aspects
of the
Committee’s
work, such as
the supervision
of the
remuneration
policies of the
Board of
Directors and
the Senior
Management.
YES The Chairman
of the
remunerations
committee
may inform
the General
Meeting of
Shareholders
of the
activities
carried out by
the committee
at the request
of the
Chairman of
the Meeting.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.22. The
Internal
Regulations of
the
Appointments
and
Remunerations
Committee
attributes the
duties stated in
recommendatio
n 18.22.
YES The
Regulations
include the
duties
provided in
recommendati
on 18.22.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.23. The
main objective
of the Risks
Committee is
to assist the
Board of
Directors in
fulfilling its
supervision
responsibility
regarding risk
management.
YES The company
decided to
group in a
single
committee the
risks, audits
and good
corporate
governance
units, and its
main objective
is to advise the
Board of
Directors no
supervising the
effectiveness
of the internal
control system
of Promigas
and its
improvement,
which includes
duties related
to risk
management.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.24. At the
request of the
Chairman of
the General
Meeting of
Shareholders,
the Chairman
of the Risks
Committee
may inform the
General
Meeting of
Shareholders of
specific aspects
of the work
carried out by
the Committee.
YES At the request
of the
Chairman of
the General
Meeting of
Shareholders,
the Chairman
of the Audits
Committee
will inform the
General
Meeting of
Shareholders
of specific
aspects of the
work carried
out by the
Committee.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.25. With the
necessary
adjustments to
distinguish
between the
companies that
belong to the
financial or
real economy
sector, and
without
prejudice to the
duties assigned
to this
committee by
current
regulations, the
Internal
Regulations of
the Risks
Committee
provides the
duties set out in
recommendatio
n 18.25.
YES The internal
regulations of
the Audits,
Risks and
Good
Corporate
Governance
Committee
include the
duties set out
in
recommendati
on 18.25.
2015-09-29
PROMIGAS
S.A. E.S.P.
18.26. The main
objective of the
Good Corporate
Governance
Committee is to
assist the Board
of Directors on
its proposing
and supervising
duties of the
Corporate
Governance
Measures
implemented by
the Company.
YES The company
decided to
group in a
single
committee the
risks, audits
and good
corporate
governance
units, and its
main objective
is to advise the
Board of
Directors on
supervising the
effectiveness
of the internal
control system
of Promigas
and its
improvement,
which includes
duties related
to Corporate
Governance.
2006-03-28
PROMIGAS
S.A. E.S.P.
18.27. The
Internal
Regulations of
the Corporate
Governance
Committee
provides the
duties set out in
recommendation
18.27.
YES The duties are
included in the
Regulations of
the audits,
risks and good
corporate
governance
Committee.
2006-03-28 2015-09-29
PROMIGAS
S.A. E.S.P.
19.1. The
Chairman of
the Board of
Directors,
assisted by the
Secretary of
the CEO
prepares an
working plan
for the Board
of Directors for
the evaluated
period, a tool
that allows to
determine the
reasonable
number of
ordinary
meetings per
year and its
estimated
duration.
NO The Chairman
of the Board of
Directors does
not implement
a specific
working plan.
PROMIGAS
S.A. E.S.P.
19.2. Except
for entities
under scrutiny
that, because of
their regime,
are obligated to
hold to at least
one (1)
meeting per
month, the
Board of
Directors of the
company holds
between eight
(8) and twelve
(12) ordinary
meetings per
year.
SI The Board of
Directors of
Promigas
holds 12
ordinary
meetings per
year.
1996-02-01
PROMIGAS
S.A. E.S.P.
19.3. One (1)
or two (2)
Board meetings
per year clearly
focus on on
defining and
monitoring the
company’s
strategy.
YES Once a year
the board of
directors meet
to define
strategic
issues.
1996-02-02
PROMIGAS
S.A. E.S.P.
19.4. The
Board of
Directors
approves a
specific
calendar of the
ordinary
sessions,
regardless of
being able to
hold
extraordinary
Meetings
extraordinarily
as often as
necessary.
YES In the first
meeting of the
year, the
Board of
Directors
approves the
calendar for
the ordinary
meetings
throughout the
year.
However, the
Board can
meet on dates
different from
those set out in
the annual
calendar when
deemed
convenient.
1996-02-01
PROMIGAS
S.A. E.S.P.
19.5. Together
with the call
notice, the
members of the
Board of
Directors
receive with at
least five (5)
calendar days
in advance the
documents or
information
related to each
item of the
Agenda, so that
the members
may actively
participate and
make
reasonable
decisions.
NO The
documents or
the
information
related to each
item of the
Agenda is sent
to the
members of
the Board of
Directors with
3 days in
advance.
PROMIGAS
S.A. E.S.P.
19.6. With the
participation of
the Secretary
of the Board of
Directors, the
Chairman of
the Board of
Directors
assumes the
ultimate
responsibility
of ensuring that
the members
receive the
information
well in advance
and that the
information is
useful, so that
the set of
documents
delivered
(dashboard of
the Board of
Directors)
provides
quality not
quantity.
NO The Secretary
of the Board of
Directors is
responsible for
sending the
information to
the board
members.
PROMIGAS
S.A. E.S.P.
19.7. The final
responsibility
for preparing
the Agenda of
the Board
meetings
corresponds to
the Chairman
of the Board
and not the
CEO, and it is
structured
based on
certain
parameters to
follow a logical
order of
presentation of
issues and
debates.
NO The CEO is
responsible for
preparing the
agenda for the
Board
meetings with
the proper
logical order
of the
presentation of
issues and
debates.
PROMIGAS
S.A. E.S.P.
19.8. In the
Annual
Corporate
Governance
Report and in
the corporate
website, the
company
publishes the
attendance of
the members to
the meetings of
the Board and
its Committees.
NO The Annual
Corporate
Governance
Report does
not include the
attendance of
the board
members. It
will be
included in the
2016 Report.
PROMIGAS
S.A. E.S.P.
19.9. The
Board of
Directors
annually
evaluates the
effectiveness of
its work as
governing
body, its
Committees,
and its
members as
individuals,
including peer
reviews, as
well as the
reasonability of
its internal
regulations and
the dedication
and
performance of
its members,
by suggesting
any
modifications
and functions
of the
organization
that it
considers
appropriate. In
the case of the
Conglomerate,
the Board of
Directors of the
parent
company
requires the
evaluation
process to be
also carried out
by the Board of
the Affiliate
Companies.
YES The Board of
Directors as a
body evaluates
the work the
committees
and the
individual
members.
Also, the
board of
directors of
each affiliate
company
performs its
own
evaluations.
2006-03-28
PROMIGAS
S.A. E.S.P.
19.10. The
Board of
Directors
alternates the
internal self-
assessment
technique with
the external
assessment
conducted by
independent
consultants.
YES The Board of
Directors
conducts an self-
assessment and
in addition, on 1
occasion, the
board of directors
was assessed by
external
consultants.
2006-03-28
PROMIGAS
S.A. E.S.P.
20.1. The
Regulations of
the Board of
Directors
complement the
provisions of
the regulatory
framework, in
relation to the
duties and rights
of the members
of the Board of
Directors.
YES The Regulations
of the Board of
Directors
complements the
regulatory
framework in
relation to its
duties and rights.
2006-03-28
PROMIGAS
S.A. E.S.P.
20.2. The
Regulations of
the Board of
Directors
develop the
understanding
of the company
regarding the
duties of the
Board members
provided in
recommendation
20.2.
YES The Regulations
of the Board
includes all the
recommendations
set out in section
20.2.
2006-03-29
PROMIGAS
S.A. E.S.P.
20.3. The
Regulations of
the Board of
Directors
develop the
understanding
of the company
regarding the
rights of the
Board members
provided in
recommendation
20.3.
NO Not all
recommendations
are included in
section 20.3 of
the Regulations.
PROMIGAS
S.A. E.S.P.
21.1. The
Company has a
policy and
procedure
defined and
formalized in
the internal
regulations for
knowledge,
management
and resolution
of conflicts of
interest
situations,
either direct or
indirect,
through
Related Parties,
which may
affect the
members of the
Board of
Directors and
other
Managers.
YES The company
has
implemented a
policy to
formalize the
resolution of
conflicts of
interest that
may affect the
members of
the board and
senior
management.
2010-03-30
PROMIGAS
S.A. E.S.P.
21.2. The
procedure for
the
management of
conflicts of
interest
distinguishes
their nature, by
differentiating
between
sporadic and
permanent
conflicts. If the
conflict is
sporadic, the
applicable
procedure
indicates the
rules and steps
to be followed,
which shall be
relatively easy
to manage and
difficult to
evade by the
affected party.
For the case of
permanent
conflicts of
interests, the
procedure
considers that,
if this situation
affects the
entire
operations of
the company, it
should be
understood as
grounds for the
mandatory
resignation of
the affected
part, as it
becomes
impossible for
him to exercise
his position.
NO In the
mentioned
internal policy
there is no
differentiation
of sporadic or
permanent
conflicts of
interests.
PROMIGAS
S.A. E.S.P.
21.3. The Board
members, Legal
Representatives,
members of the
Senior
Management,
and other
Directors of the
Company
periodically
inform the
Board of
Directors the
direct or
indirect
relations that
they keep with
each other, or
with other
entities or
structures
belonging to the
Conglomerate
to which the
issuer belongs,
or suppliers or
customers or
any type of
Interest Group
which could
generate
conflicts of
interest or
influence the
direction of the
opinion or vote,
building a “Map
of Related
Parties” of the
Directors.
YES The members
of the Board of
Directors and
Senior
Management
periodically
report their
relations with
third parties
and affiliates.
The
Compliance
Manager
conducts this
control.
2006-03-28
PROMIGAS
S.A. E.S.P.
21.4. The
situations of
relevant
conflicts of
interest
understood as
those that
could force the
affected to
refrain from a
meeting and/or
voting, where
Board
members and
other Managers
are involved,
are collected in
the public
information
that the
company
publishes
annually on its
website.
YES Board
members that
have an
impediment
regarding
conflicts of
interest shall
refrain from
participating
and/or being
involved in the
adopted
decision.
2006-03-28
PROMIGAS
S.A E.S.P.
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).
YES This definition
was adjusted
according to
the
International
Accounting
Standard IAS
24.
2015-09-29
PROMIGAS
S.A E.S.P.
22.1. The
company has a
policy that
defines the
specific
procedure for
the assessment,
approval and
disclosure of
operations with
Related Parties,
including
outstanding
balances and
relations
between them,
except for
those
operations that
have a specific
regulation.
YES This policy is
adopted by the
Company and
managed by
the
Compliance
Management.
2006-03-28
PROMIGAS
S.A. E.S.P.
22.2. The
company’s
policy on
operations with
Related Parties
includes the
issues set out in
recommendatio
n 22.2.
YES The
company’s
policy on
operations
with Related
Parties
includes
assessment,
approval and
disclosure
issues.
2006-03-28
PROMIGAS
S.A. E.S.P.
22.3. The
policy provides
that recurrent
related party
transactions
pertaining to
the ordinary
course of
business and
performed
under standard
form contracts
or general
master
agreements
whose
conditions are
perfectly
standardized,
applied on a
large scale and
performed at
market rates,
generally
established by
whoever acts
as goods or
services
provider and
the individual
value of which
is not relevant
for the
company, do
not require
express
authorization
by the Board of
Directors
NO Expressly
authorization
by the Board
of Directors is
required.
PROMIGAS
S.A. E.S.P.
23.1. The
company has a
remuneration
policy for the
Board of
Directors,
approved by
the General
Meeting of
Shareholders
and revised
each year, and
identifies all
remuneration
components
that may
effectively be
satisfied. These
components
can be either
fixed or
variable. They
may include
fixed fees for
being a Board
member, fees
for attending
the meetings of
the Board
and/or its
Committees,
and any other
remuneration
of any nature
accrued during
the year,
whatever its
cause, in cash
or in kind, as
well as
obligations
undertaken by
the company
regarding
pensions or
payment of life
insurance
premiums or
any other item,
for former and
current
members, as
well as
premiums for
liability
insurance
(D&O policies)
undertaken by
the company to
the benefit of
NO There us no
formal
remuneration
policy or a
variable
compensation.
the Board
members.
PROMIGAS
S.A. E.S.P.
23.2. If the
company
adopts
remuneration
systems by
recognizing a
variable
component
related to the
smooth running
of the company
in the medium-
and long-term,
the
remuneration
policy
incorporates
limits to the
amount that
can be
allocated to the
Board of
Directors, and,
if the variable
component is
related to the
benefits of the
company or
other
management
indicators at
the year-end
closing of the
year under
review, it must
consider any
possible
exceptions
stated in the
report of the
Statutory
Auditor that
could reduce
the earnings for
the period.
NO The company
does not
contemplate a
variable
remuneration
for Board
members.
PROMIGAS
S.A. E.S.P.
23.3. Equity
and
Independent
Board
Members are
expressly
excluded from
any
remuneration
system
incorporating
options on
shares or a
variable
remuneration
related to the
absolute
variation of the
share price.
NO The Company
has no
remuneration
systems
incorporating
variable
remuneration
or actions.
PROMIGAS
S.A. E.S.P.
23.4. For each
reviewed
period,
regarding the
remuneration
policy, the
General
Meeting of
Shareholders
approves a
maximum cost
to the Board of
Directors for
all the
approved
remuneration
components.
NO The Company
has no
remuneration
policy with
remuneration
components
different from
the fixed
component.
PROMIGAS
S.A. E.S.P.
23.5. The total
effective cost
of the Board of
Directors
during the
period under
review,
includes all the
remuneration
components
paid to the
Board
members, as
well as the
reimbursement
s of expenses,
is known by
the
shareholders
and posted on
the company’s
website, with
the level of
disaggregation
and detail
approved by
the Board of
Directors.
NO It is included
in the
management
reports posted
on the website.
2002-03-26
PROMIGAS
S.A. E.S.P.
24.1. The
company’s
governance
model provides
an effective
separation
between the
company’s
administration
or governance
(represented by
the Board of
Directors) and
the Ordinary
Course of
Business
(assumed by
the Senior
Management,
led by the
CEO).
NO By decision of
the
shareholders,
for the Board
of Directors
the duties of
regular control
over the
Ordinary
Course of
Business are
not delegable
to the Senior
Management.
PROMIGAS
S.A. E.S.P.
24.2. In
general, the
policy of the
Board of
Directors is to
delegate the
Ordinary
Course of
Business to the
Senior
Management,
concentrating
their activity in
the general
duties of
strategy,
supervision,
governance and
control.
NO By decision of
the
shareholders,
the Board of
Directors the
duties of
regular control
over the
Ordinary
Course of
Business are
not delegable
to the Senior
Management.
PROMIGAS
S.A. E.S.P.
24.3. As a
general rule,
the members of
the Senior
Management
are identified,
assessed and
appointed
directly by the
CEO, as they
are his direct
collaborators.
Alternatively,
the company
may choose to
have the
members of the
Senior
Management
appointed by
the Board of
Directors based
on a proposal
by the CEO.
Regardless of
whoever makes
the final
appointment,
the candidates
for key
executive
positions in the
company must
be known and
assessed by the
Appointments
and
Remunerations
Committee of
the Board of
Directors,
which shall
give its
opinion.
NO By decision of
the
shareholders,
the Board of
Directors is the
only body that
can assess the
members of
the Senior
Management.
PROMIGAS
S.A. E.S.P.
24.4. The
company has a
clear policy for
delegating
duties
approved by
the Board of
Directors
and/or an
authority
scheme that
allows
knowing the
authority level
of the CEO and
other members
of the Senior
Management.
YES Insofar as the
corporate
bylaws define
the level of
authority of
the Legal
Representative
.
2011-03-22
PROMIGAS
S.A. E.S.P.
24.5. The
Board of
Directors,
through the
Appointments
and
Remunerations
Committee, or
whoever
performs its
duties,
annually leads
the assessment
of the CEO’s
performance
and knows the
assessments of
the other
members of the
Senior
Management.
NO Currently the
performance
of the CEO is
not assessed.
PROMIGAS
S.A. E.S.P.
24.6. The
company has a
remuneration
policy for the
CEO and the
other members
of the Senior
Management,
approved by
the Board of
Directors, and
identifies all
the
remuneration
components
that can
effectively be
satisfied, tied
to the long-
term,
objectives and
risk levels.
YES The
remuneration
policy
followed by
the Board of
Directors
considers the
components to
satisfy the
interests of the
CEO and the
other members
of the Senior
Management.
It is also in
accordance
with the long-
term
objectives and
risk levels
assumed. This
policy is not
public.
2006-03-28
PROMIGAS
S.A. E.S.P.
24.7. If the
remuneration
of the CEO
includes a
fixed and a
variable
component, its
technical
design and
calculation
method must
prevent the
variable
component to
exceed the
maximum limit
set out by the
Board of
Directors.
NO By decision of
the Board of
Directors,
based on
safety reasons,
the CEO
remuneration
mechanisms
are
confidential.
PROMIGAS
S.A. E.S.P.
25.1. The
Board of
Directors is
ultimately
responsible for
the existence of
a strong control
environment
within the
company,
adapted to its
nature, size,
complexity and
risks, so it
complies with
the
assumptions set
out in
recommendatio
n 25.1.
YES Article 31 of
the corporate
bylaws sets out
that the Board
of Directors
has the duty to
ensure a
proper control
environment
within the
company and
its affiliate
companies,
intending a
control
architecture
that extends
throughout all
the companies.
2015-09-29
PROMIGAS
S.A. E.S.P.
25.2. In the
case of
Conglomerates,
the Board of
Directors of the
Parent
Company
strives for the
existence of a
Control
Architecture
with a
consolidated
and formal
scope that
encompasses
all the Affiliate
Companies,
establishing
responsibilities
regarding the
policies and
guidelines on
this matter at a
conglomerate
level and
defining clear
reporting lines
that enable a
consolidated
view of the
risks to which
the
Conglomerate
is exposed and
the decision-
making of
control
measures.
YES Pursuant to
article 31, a
control
architecture
has been set
out that is
applicable to
the company
and its affiliate
companies.
2015-09-29
PROMIGAS
S.A. E.S.P.
26.1. In the
company, the
risk
management
objectives are
those contained
in
recommendatio
n 26.1.
YES In addition to
the Audits,
Risks and
Good
Governance
Committee of
the Board of
Directors, the
company has a
department in
charge, among
other things, of
leading the
identification,
evaluation and
definition
cycle of
process risk
mitigation and
strategic risk
mitigation
actions; the
latter are
reported to the
Audits, Risks
and Good
Governance
committee of
the Board of
Directors.
2010-03-23 2015-09-29
PROMIGAS
S.A. E.S.P.
26.2. The
company has a
risk map,
understood as a
tool for
identifying and
monitoring the
financial and
non-financial
risks to which
it is exposed.
YES A risk
management
cycle is
developed
annually,
which
identified and
assessed all the
types of risks
that, if
realized, could
affect the
compliance
with the
strategic
objectives of
the company,
and a risk map
is created
considering
the possibility
and impact of
the occurrence
thereof.
2010-03-23 2015-09-29
PROMIGAS
S.A. E.S.P.
26.3. The
Board of
Directors is
responsible for
defining a
management
policy, as well
as establishing
the maximum
limits of
exposure to
each identified
risk.
YES The Board of
Directors
approved the
risk
management
methodology
and has
recently
approved the
appetite and
tolerance
thereof.
2010-09-21 2016-02-01
PROMIGAS
S.A. E.S.P.
26.4. The
Board of
Directors
regularly
recognizes and
supervises the
effective
exposure of
company to the
maximum
limits of
defined risk,
and establishes
corrective and
monitoring
measures in the
event of
deviations.
YES Within the
annual
revision of the
cycle, the
Board of
Directors
reviews the
risk limits
through the
concepts of
appetite and
tolerance and
monitors the
mitigation
plans set out.
2010-03-23 2016-02-01
PROMIGAS
S.A. E.S.P.
26.5. In the
context of the
risk
management
policy, the
Senior
Management is
in charge of the
processes and
responsible for
the risk
management,
i.e.,
identifying,
assessing,
measuring,
controlling,
monitoring and
reporting the
risks, defining
methodologies,
and ensuring
that the risk
management is
consistent with
the strategy,
the defined risk
policy and the
maximum
limits
approved.
YES The
company’s
risk policy
establishes that
the Senior
Management
is responsible
for the
development
of the strategic
risk cycles,
which must be
submitted to
the Audits,
Risks and
Good
Corporate
Governance
Committee
and approved
by the Board.
2010-03-23
PROMIGAS
S.A. E.S.P.
26.6. The
company has a
risk delegation
policy
approved by
the Board of
Directors, and
sets out the risk
limits that may
be managed
directly by
each level in
the company.
YES The Board of
Directors
approves the
methodology
and the risk
appetite and
tolerance.
2010-03-23 2016-02-01
PROMIGAS
S.A. E.S.P.
26.7. In the
Conglomerates,
the risk
management
must be made
at the
consolidated
level in order
to contribute to
the cohesion
and control of
the constituent
companies.
YES There is a
common
methodology
for all the
subsidiaries,
which enables
the
consolidation
of corporate
earnings.
2014-03-25 2015-09-29
PROMIGAS
S.A. E.S.P.
26.8. If the
company has a
complex and
diverse
business and
operating
structure, or if
the company is
integrated in
company
control and/or
group
circumstances,
there must be a
Chief Risk
Officer
position for the
Conglomerate.
YES There is
currently a
department
responsible for
implementing
the
methodology
in all
subsidiaries
and
consolidating
the
information to
obtain the
corporate map.
2014-03-25 2015-09-29
PROMIGAS
S.A. E.S.P.
27.1. The
Board of
Directors is
responsible for
ensuring the
existence of a
proper internal
control system,
adapted to the
company and
its complexity,
and consistent
with the
current risk
management.
YES The Audits,
Risks and
Good
Governance
Committee of
the Board is in
charge of,
among other
duties,
ensuring a
proper internal
control of the
company.
Currently the
Audits, Risks
and Good
Governance
Committee
presents a
management
report to the
Board
regarding the
work carried
out on issues
of Internal
Control and
Risks.
2006-03-21 2015-09-29
PROMIGAS
S.A. E.S.P.
27.2. The
Board of
Directors is
responsible for
overseeing the
effectiveness
and adequacy
of the internal
control system;
such
responsibility
may be
appointed to
the Audit
Committee,
without the
Board being
released from
its oversight
responsibility.
YES Through the
Audits, Risks
and Good
Governance
Committee,
the Board of
Directors
receives
reports and
monitors
Risks. In
addition, the
Board submits
a report to the
General
Meeting of
Shareholders
on the Internal
Control of the
Company. The
Board of
Directors of
the Company
oversees the
effectiveness
and adequacy
of the internal
control system.
2006-03-28
PROMIGAS
S.A. E.S.P.
27.3. The
company
implements
and expects
compliance
with the
principle of
self-control,
understood as
the “ability of
the persons
involved in the
different
processes to
consider the
control as an
integral part of
their duties,
fields of action
and decision-
making.”
YES The company
provides that
each process
leader is
responsible for
continually
supervising
risks,
monitoring the
plans of action
and the
effectiveness
of the controls
as a regular
part of his
duties.
2010-03-23
PROMIGAS
S.A. E.S.P.
28.1. In the
company the
risk culture,
philosophy and
policies are
communicated
downwards and
horizontally, as
well as the
approved
exposure
limits, in order
for the entire
organization to
consider the
risks and
control
activities
within its
scope.
YES The integrated
risk
management
model set out
in the
organization
provides that
all process
leaders must
participate in
the risk
management
cycle, which
leads to the
knowledge of
the risk policy,
culture and
philosophy.
2010-03-23
PROMIGAS
S.A. E.S.P.
28.2. The
company has
an upwards
(towards the
Board of
Directors and
Senior
Management)
information
reporting
mechanism that
is accurate,
understandable
and complete,
supporting and
enabling an
informed
decision-
making process
and the risk
and control
management.
YES The strategic
risks are
presented
annually to the
Audits, Risks
and Good
Corporate
Governance
Committee.
2010-03-23
PROMIGAS
S.A. E.S.P.
28.3. The
communication
and
information
reporting
mechanism of
the company
allows: i. the
Senior
Management of
the Company
to involve the
entire
company,
emphasizing on
its
responsibility
on risk
management
and defining
controls, and ii.
the company
employees to
understand
their role in
risk
management
and identifying
controls, as
well as their
individual
contribution
regarding
other’s work.
YES This is
achieved by
implementing
the annual
risks cycle per
process.
2010-03-23
PROMIGAS
S.A. E.S.P.
28.4. There are
internal
whistleblower
lines that allow
employees to
anonymously
communicate
illegal or
unethical
behavior or any
behavior that
may
contravene the
risk and control
management
culture of the
company. A
report of these
complaints is
presented to
the Board of
Directors of the
Company.
YES The
Compliance
Management
informs the
Board of
Director,
through the
Audits, Risks
and Good
Governance
Committee,
about the
complaints
made through
the
whistleblower
lines.
2006-03-21
PROMIGAS
S.A. E.S.P.
29.1. In the
Company, the
Board of
Directors,
through the
Audit
Committee, is
responsible for
supervising the
effectiveness of
the different
components of
the Control
Architecture.
YES This
responsibility
is included in
the Rules of
the Audits,
Risks and
Good
Corporate
Governance
Committee.
2006-03-21 2015-09-29
PROMIGAS
S.A. E.S.P.
29.2. In the
company, the
monitoring
duties aimed at
ensuring the
effectiveness of
the Control
Architecture
consists mainly
on the internal
audit, in
cooperation
with the
Statutory
Auditor on
matters within
his capacity,
and particularly
with respect to
the financial
information
generated by
the company
YES The Audit
Committee is
in charge of
monitoring the
coordination
between the
internal
auditors and
the statutory
auditors with
respect to the
assessment of
the
effectiveness
of the Control
Architecture.
2006-03-21
PROMIGAS
S.A. E.S.P.
29.3. The
internal
auditing duties
of the company
conforms to a
Bylaw on
Internal
Auditing
approved by
the Audit
Committee,
which
expressly states
the scope of the
duties in this
regard, which
should include
the issues set
out in
recommendatio
n 29.3.
YES The Internal
Control
Management
has an Audit
Manual
approved by
the Audit and
Good
Governance
Committee,
which sets out
its duties.
2006-03-28 2015-09-29
PROMIGAS
S.A. E.S.P.
29.4. The head
of internal
auditing has a
professionally
independent
relationship
with the Senior
Management of
the Company
or
Conglomerate,
whichever
hires him,
through his
exclusive
operating
dependency on
the Audit
Committee.
YES The Corporate
Control
manager
performs his
duties
independently,
hierarchically
dependent on
the Audits,
Risks and
Good
Corporate
Governance
Committee.
This operating
dependency is
set out in the
Bylaw of
Internal
Auditing
(Auditing
Policy).
2006-03-28 2015-09-29
PROMIGAS
S.A. E.S.P.
29.5. In the
company, the
Board of
Directors is
responsible for
appointing and
removing the
person in
charge of
internal
auditing, based
on the proposal
of the Audit
Committee,
and his
removal or
resignation is
notified to the
market.
YES The Audit
Committee is
in charge of
approving the
selection,
appointment,
remuneration
and dismissal
of the
Corporate
Control
Manager; in
the events of
removal or
resignation,
such situation
shall be
notified to the
market
through the
channels
provided for
such purpose.
2006-03-28 2015-09-29
PROMIGAS
S.A. E.S.P.
29.6. The
Statutory
Auditor of the
Company or
Conglomerate
maintains clear
independent
from the latter,
a characteristic
that must be
declared in the
corresponding
audit report.
YES The Statutory
Auditor acts
independently
from the
Company and
his
responsibility
consists on
expressing an
opinion on the
financial
statements
based on the
audits
performed. In
addition, he
fulfills his
duties and
carries out his
work in
accordance
with the
auditing
standards and
applicable
laws.
1974-12-27
PROMIGAS
S.A. E.S.P.
29.7. If the
company acts
as Parent
Company or
Conglomerate,
the Statutory
Auditor is the
same for all
companies,
including
offshore
companies.
YES The Statutory
Auditor of the
company is the
same for all
subsidiary
companies.
2002-01-02
PROMIGAS
S.A. E.S.P.
29.8. The
company has a
policy for
appointing the
Statutory
Auditor,
approved by
the Board of
Directors and
disseminated
among the
Shareholders,
and contains
the provisions
set out in
recommendatio
n 29.8.
YES The selection
is based on
experience and
integrity
criteria,
analyzing the
quality of the
work teams
and
considering a
limited time of
service of
approximately
7 years. In any
event, for
purposes of
appointing a
Statutory
Auditor, the
Company
complies with
the rules set
out in the
Code of
Commerce and
the provisions
contained in
the Legal
Letter of the
Financial
Superintenden
ce of
Colombia.
1974-12-27
PROMIGAS
S.A. E.S.P.
29.9. For the
purpose of
avoiding
excessive ties
between the
company and
the Statutory
Auditing Firm
and/or its
employees and
maintaining its
independence,
the company
establishes a
maximum
contract term
of between five
(5) and ten (10)
years. For the
case of the
Statutory
Auditing being
performed by a
natural person
not tied to any
firm, the
maximum
contract term is
five (5) years.
YES The Meeting
of
Shareholders
selects the
Statutory
Auditor for 2-
year periods
with an
extension
option.
2006-03-28
PROMIGAS
S.A. E.S.P.
29.10. Within
the maximum
contract term,
the company
promotes the
turnover of the
employee of
the Statutory
Auditing firm
appointed to
the company
and its work
team halfway
through the
term, by the
end of which
the change of
statutory
auditing firm is
mandatory.
YES The company
promotes the
change of
statutory
auditing firm
halfway
through the
term.
2002-03-26
PROMIGAS
S.A. E.S.P.
29.11. In
addition to the
current
prohibition of
not contracting
professional
services with
the Statutory
Auditor other
than those
pertaining to
the financial
audits and
duties set out in
the applicable
law, the
company
extends this
limitation to
the persons or
entities
involved with
the Statutory
Auditing firm,
including the
companies of
its group, as
well as
companies
sharing a
considerable
amount of
shareholders
and/or
managers with
the Statutory
Auditing firm.
NO The only
restriction we
have is that the
company
cannot
contract
professional
services with
the Statutory
Auditor other
than those
pertaining to
the financial
audits.
PROMIGAS
S.A. E.S.P.
29.12. The
company, in its
public
information,
discloses the
total value of
the agreement
with the
Statutory
Auditor, as
well as the
ratio of the fees
paid by the
company to the
total revenues
of the firm
regarding its
statutory
auditing
activity.
NO The contract
value is
disclosed in
the financial
statements.
PROMIGAS
S.A. E.S.P.
30.1. The
Board of
Directors has
approved an
information
disclosure
policy that
identifies at
least the
information on
the
recommendatio
n.
NO There is no
policy as such,
however, the
Code of Good
Corporate
Governance, in
Chapter VIII
“TRANSPAR
ENCY,
FLUIDITY
AND
INTEGRITY
OF
INFORMATI
ON”, sets out
some
guidelines. In
addition, as
issuer of
securities, the
company
discloses
information to
the market
pursuant to
Decree
2555/2010.
PROMIGAS
S.A. E.S.P.
30.2. For the
case of
Conglomerates,
the disclosure
of information
to third parties
is
comprehensive
and transverse
with respect to
the group of
companies,
allowing
outside parties
to have an
opinion based
on the reality,
organization,
complexity,
activities and
size of the
governance
model of the
conglomerate.
NO The company
is currently
preparing an
annual
sustainability
report, which
thoroughly
includes the
information
and model of
the companies.
PROMIGAS
S.A. E.S.P.
31.1. Should
there be any
reservations in
the Report of
the Statutory
Auditor, such
reservations
and any actions
set out by the
company to
address the
situation shall
be notified to
the
shareholders at
the General
Meeting by the
Chairman of
the Audit
Committee.
YES However, up
to now there
has been no
situation as
described.
1974-12-27
PROMIGAS
S.A. E.S.P.
31.2. If when
addressing the
reservations
and/or
emphasized
paragraphs of
the Statutory
Auditor, the
Board of
Directors
considers that
its criteria must
be maintained,
such position is
properly
explained and
justified
through a
written report
presented to
the General
Meeting of
Shareholders,
specifying the
content and
scope of the
discrepancy.
YES If such case
arises, the
position of the
Board of
Directors will
be held.
However, to
date, such
situation has
not occurred.
1974-12-27
PROMIGAS
S.A. E.S.P.
31.3. Related
Party
transactions,
including those
between
companies of
the
Conglomerate
or those that,
due to such
objective
parameters as
size of the
operation,
percentage of
assets, sales or
other
indicators, are
judged to be
material by the
company, as
well as any
reference to
offshore
operations, are
detailed in the
public financial
information.
YES The
Management
Report gives a
detailed
account of
related party
transactions,
specifying the
type of
operation.
1974-12-27 2006-03-28
PROMIGAS
S.A. E.S.P.
32.1. In the
context of the
information
disclosure
policy, the
Board of
Directors (or
the Audit
Committee)
adopts the
necessary
measures to
ensure that all
financial and
non-financial
information of
the company,
as well as any
other
information
deemed
relevant for
investors and
customers, is
reported to the
financial and
capital
markets, as
required by the
applicable law.
YES The company
discloses to the
markets all
information
required by the
applicable law.
2006-03-28
PROMIGAS
S.A. E.S.P.
32.2. The
company’s
website is user-
friendly,
making it easy
for users to
access
information
about
Corporate
Governance.
YES The
company’s
website has a
visible and
easy to find
link called
Corporate
Governance,
where all
matters of
interest for
stakeholders
are posted.
2013-08-01
PROMIGAS
S.A. E.S.P.
32.3. The
company’s
website
includes, at
least, the links
addressed in
recommendatio
n 32.3.
YES All links are
included.
2013-08-01
PROMIGAS
S.A. E.S.P.
32.4. The
supports used
by the
company to
communicate
information to
the markets,
are generally
documents that
can be printed,
downloaded
and shared.
YES The
documents
posted on the
website can be
printed,
downloaded
and shared.
2013-08-01
PROMIGAS
S.A. E.S.P.
32.5. If it is a
big and
complex
company, it
annually posts
on the website
an explanatory
report on the
organization,
methods and
procedures of
the Control
Architecture in
order to
provide proper
and safe
financial and
non-financial
information
and protect the
assets of the
company and
the efficiency
and safety of
its operations.
The
information of
Control
Architecture is
complemented
with a risk
management
report.
NO The company
is reviewing its
implementatio
n and we hope
it will be
during the
course of
2016.
PROMIGAS
S.A. E.S.P.
33.1. The
company
annually
prepares a
Corporate
Governance
Report, being
the Board of
Directors
responsible for
its content,
upon review
and approval of
the Audit
Committee,
and is
presented with
the other year-
end documents.
NO The company
prepares an
annual
sustainability
report, which
includes
elements of the
Good
Governance
report.
PROMIGAS
S.A. E.S.P.
33.2. The
Annual Good
Governance
Report of the
company is not
a mere
transcription of
the Corporate
Governance
regulations
included in the
Corporate
Bylaws, the
Internal
Regulations,
the Goode
Governance
Codes or other
corporate
documents. Its
purpose is not
to describe the
governance
model of the
company, but
to explain the
reality of its
operations and
the relevant
changes
throughout the
year.
YES The company
prepares an
annual
sustainability
report, which
includes
elements of the
Good
Governance
report.
2013-03-01
PROMIGAS
S.A. E.S.P.
33.3. The Annual
Corporate
Governance
Report of the
company
contains the year-
end closing
information
describing the
fulfillment of the
Corporate
Governance
recommendations
implemented by
the company and
the major
changes
produced during
the year.
The structure of
the Annual
Corporate
Governance
Report of the
company is
aligned with the
scheme provided
in
recommendation
33.3.
YES The company
prepares an
annual
sustainability
management
report, which
includes
elements of
Good
Governance.
2013-03-01