Best practices

Grupo Argos about usbreadcrumb separator Corporate Governancebreadcrumb separatorBest practices

At Grupo Argos, we are committed to generating value for our shareholders and our stakeholders in a responsible manner and within the framework of ethical and sustainable business practices.

  • Bylaws

    The bylaws are the set of rules governing the operation of the company. It is a binding contract for all shareholders of Grupo Argos. The following are the main aspects that are regulated in the bylaws:

    • Name, kind, domicile, duration and corporate purpose.
    • Capital, subscription and transfer of shares.
    • General Shareholders Meeting and Board of Directors.
    • Chief Executive Officer and legal representation.
    • Financial Statements, profits and reserves.
    • Dissolution and liquidation of the company.

    Bylaws

  • Good Governance Code

    Grupo Argos has a Good Governance Code aimed at adopting measures regarding the corporation’s governance, management practices, officers ’conduct, truthful and fluent management of its information and public disclosure of its operation.

    It is made up of six chapters in which there is explicit declaration of equal treatment, respect for the rights and regulations of relations with shareholders, the market, the different interest groups and the society in general. Hence, those who are interested in investing in securities issued by the company may learn about the liabilities acquired by the company to develop its business.

    The Code promotes the transparency of the voting process and strengthens the structure and the performance of the Board of Directors (at least 50% of the members should be independent). Besides, it creates value through establishing transparent and efficient management structures.

    This Code complies fully with Colombian law and contains the corporate governance practices that have been raised by the Country Code, contained in the External Circular 28 of 2007 of the Financial Superintendence of Colombia..

    If you have any recommendations to improve the Good Governance Code, you are welcome to send them by clicking here.

    Good Governance Code

  • Code of conduct

    In a framework of transparent, complete and innovative action, we aim at having a long-term visionof the sustainability and competitiveness of the businesses where we have investments, thus, seeking total transparency in our actions for our Shareholders, Employees, Clients, Communities, Suppliers, Authorities, Competitors and, in general, to all our Interest Groups.

    In consideration of the foregoing, I invite all recipients of this Code to responsibly learn, understand and comply with it, as well as to report any conduct that is contrary to what is established herein.

    Code of conduct

  • Country Code Survey

    The Country Code is a set of concrete measures and recommendations prepared by the Financial Superintendence of Colombia that can be adopted by issuers of securities in regard to: (i) Shareholders’ General Meetings, (ii) Board of Directors, (iii) Disclosure of financial and non-financial information, and (iv) Dispute settlement.

    Annually, issuers must fill out the Country Code survey to specifically declare which of the recommendations of Country Code were adopted by the company.

    Country Code Survey (2013, 2014, 2015, 2016, 2017, 2018)

  • Corporate Governance Annual Report

    In addition to rights established in the legislation and the Company’s bylaws, the investors of Grupo Argos are entitled to:

    Having access to public information of the Company in a comprehensive and timely manner, as well as receiving information that allows them making decisions on their investment in the company.

     

    Requesting to the management of the Company authorization to commission specialized audits, at the expense and under the responsibility of the investor, taking into account:

    • Specialized audits will be conducted during the elapsed period between the notice of meeting and the working day prior to the date on which the Ordinary General Assembly of Shareholders is to be held.
    • For no reason, under the pretext of the specialized audits, the rights of the company, its information, contracts that provide competitive advantages and in general, all documents that are considered privileged or reserved or property of third parties will be infringed.
    • Pursuant to legal and statutory provisions, in no case the audits shall affect the autonomy of management.
    • The request to perform specialized audits shall be in writing, indicating in detail the grounds to carry out the audit, specific audit topics and duration. People hired must be qualified professionals meeting the same qualifications required to be Statutory Auditor of the Company.

  • Shareholders’s and investors rights and obligations

     In addition to rights established in the legislation and the Company’s bylaws, the investors of Grupo Argos are entitled to:

    Having access to public information of the Company in a comprehensive and timely manner, as well as receiving information that allows them making decisions on their investment in the company.

    Requesting to the management of the Company authorization to commission specialized audits, at the expense and under the responsibility of the investor, taking into account:

    • Specialized audits will be conducted during the elapsed period between the notice of meeting and the working day prior to the date on which the Ordinary General Assembly of Shareholders is to be held.
    • For no reason, under the pretext of the specialized audits, the rights of the company, its information, contracts that provide competitive advantages and in general, all documents that are considered privileged or reserved or property of third parties will be infringed.
    • Pursuant to legal and statutory provisions, in no case the audits shall affect the autonomy of management.
    • The request to perform specialized audits shall be in writing, indicating in detail the grounds to carry out the audit, specific audit topics and duration. People hired must be qualified professionals meeting the same qualifications required to be Statutory Auditor of the Company.

    Paragraph: Investors may request specialized audits according to the nature of their investments, bearing in mind the above rules and provided that at least, individually or jointly, they have 15% or more of the relevant issuance of securities.

    Shareholders’s Obligations:

    Acting in good faith, refraining from participating in acts that put the Company at risk. Reporting cases of conflicts of interest in which you may be involved in, as well as those cases that you know of and which involve the Company's employees. Appropriately manage the information to which you have access to due to your status as shareholders. Fully comply with the decisions adopted by the corporate. Abide by the Corporate Bylaws and other Company policies.