GRUPO ENERGÍA BOGOTA CONTINUES TO STRENGTHEN ITS CORPORATE GOVERNANCE
29 March 2021
• The statutory commitment was incorporated that at least three of the nine members of the GEB Board of Directors must be women and at least five must meet the independence criteria.
Bogotá D.C., March 29, 2021. At their ordinary meeting held today, the shareholders of Grupo Energía Bogotá S.A. E.S.P. approved an amendment to their Company bylaws, the Rules of the General Meeting of Shareholders and the Policy on Appointment, Succession and Compensation of the Board of Directors, thus demonstrating its commitment to the permanent strengthening of the corporate governance of the company and the protection of the rights and interests of minority shareholders.
The purpose of the amendments approved is to consolidate the Corporate Governance of the Corporate Group, taking into consideration the best local and international practices related to corporate governance, as well as the recommendation of the Dow Jones Sustainability, the Investor Relations recognition of the Colombian Securities Exchange (BVC, for the Spanish original) and Circular Letter 028/2014 of the Financial Superintendence of Colombia (Código País).
At the statutory level, the implementation of the Código País recommendations is approved to regulate the right of shareholders, regardless of their shareholding, to request additions to the agenda of the ordinary meeting of the Assembly, with the aim of reinforcing and guaranteeing their right to inspection, information and participation in the meetings of the highest corporate body.
Regarding the composition of the Board of Directors, the minimum number of independent members it must have has increased from four to five, in turn strengthening the applicable independence criteria and exceeding by more than double the percentage required by Article 44 of Law 964 / 2005. Also, by virtue of the commitment of shareholders and Management to strengthen diversity at all company levels, the requirement is included for the first time according to which the Board of Directors must have the participation of at least three women. Said requirement is of immediate application and is fulfilled with the participation of doctors María Lorena Gutiérrez, María Mercedes Cuellar and Martha Veleño in the current Board of Directors. Likewise, measures are envisaged that promote a staggered transition of the Board of Directors in order to ensure the continuity of the corporate strategy.
Additionally, the inclusion of three new grounds for the application of the quorum and special majority was approved in the decisions adopted by the Board of Directors in relation to the adoption and modification of the Contracting Manual, the Investment Policy and the Corporate Governance Model of the GEB, in order to provide greater guarantees to the company's shareholders in matters of contracting and investments. For this reason, said decisions must be voted favorably by 7 of the 6 members present at the respective Board of Directors meeting.
In response to efforts to strengthen ethical standards and in the adoption of a zero tolerance policy against corruption, different measures are included aimed at administrators and collaborators to reject them.
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Registered office: Calle 71 office: Carrera 7 no. 71-21 Bloque B piso 18 +57 (1) 326-8000
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