Board of Directors

The remuneration of its members is approved by the Shareholders’ General Assembly, according to the structure, obligations and responsibilities of this board, as well as the personal and professional skills of its members, the time invested and their experience.

The members of the Board of Directors are remunerated through a monthly fee, regardless of their attendance to the meetings. Additionally, they receive an equal amount of the monthly fee for each time they participate in Board’s supporting committees.

Monthly remuneration of the members of the Board of Directors:

April 2020 – March 2021

COP$7,900,000.oo.

The Board of Directors is assessed on a yearly basis, alternating external evaluations with self-assessments. The external one is carried out by an independent firm selected by the Board itself, as recommended by the Sustainability and Corporate Governance Committee. These contemplate quantitative and qualitative aspects.

• Executive summary of the External Evaluation of the Board of Directors 2019

Chapter III of the Code of Good Governance contains the Operating Regulations of the Board of Directors. It regulates among others, matters relating to:

The Board has three support committees, which are appointed by the board, and they are made up of members of the Board and by company officials.

This committee is made up of three members of the Board of Directors that certify the independent members. The members of the Committee must have at least one with experience in matters of corporate finance and / or matters related to the design and implementation of internal control systems. Likewise, the company’s CEO, the Financial Vice-president and the Internal Auditor attend as guests.

Our Audit, Finance and Risks Committee representatives are:

     Armando Montenegro (President, independent member)

     Rosario Córdoba (Independent member)

     Ana Cristina Arango (Independent member)

The following are the main functions performed by the Audit, Finance and Risk Committee:

• Serve as support to the Board of Directors in making decisions about control and its improvement.
• Select and determine the remuneration of the firm that must perform the internal audit functions.
• Supervise the functions and activities of the internal audit in order to determine their independence in relation to the activities they audit and verify that the scope of their work meets the needs of the company.
• Supervise the internal control structure of the company, so that it can be established if the procedures designed, reasonably protect the company's assets and if there are controls to verify that the transactions are being properly authorized and registered.
• Evaluate the internal control reports carried out by the Internal Audit and the Statutory Auditor, verifying that the administration has attended to their suggestions and recommendations.
• Request proposals from different firms, that have recognized international prestige, to serve as the company's tax auditors. Analyze these proposals and issue a recommendation for the Shareholders' Assembly.
• Ensure the transparency of the financial information prepared by the company and its appropriate disclosure. To do this, it must ensure that all the necessary controls and appropriate tools are available in order to verify that the financial statements reveal the company's situation and the value of its assets.
• Request reports that the board considers appropriate for the proper performance of its functions. Constantly evaluate the established procedures to determine the effectiveness of internal control.
• Issue a statement, through a written report, regarding the possible relevant operations that are planned to be carried out with economic associates that do not correspond to the ordinary course of business or that may eventually take place under conditions other than market conditions or that may alter equal treatment among shareholders.
• Establish the policies, criteria and practices that the company will use in the construction and disclosure of financial information.
• In compliance with this function, the committee may issue instructions regarding the accounting policies and the opportunity to present the information that may be requested by the subsidiaries.
• Define ways to consolidate the information gathered by the control agency to present it to the Board of Directors.

This committee is made up of three members of the Board of Directors, at least one must have accredited their status as an independent member. Members must have knowledge in matters of strategy, human resources and / or matters related to salary policies and related matters. The secretary of this committee will be the Administrative Vice President.

Our Appointment and Remuneration Committee representatives are:

       Jorge Uribe (President, independent member)

       Rosario Córdoba (Independent member)

     Gonzalo Pérez (Patrimonial member)

This committee is made up of three members of the Board, at least one must be an independent member. The company’s CEO will attend the meetings. He/she is to be heard but without a right to vote, and the secretary general of the company, or the person appointed by him/her, will act as secretary.

Our Sustainability and Corporate Governance Committee representatives are:

      Rosario Córdoba (President, independent member)

      Carlos Ignacio Gallego (Patrimonial member)

     Claudia Betancourt (Patrimonial member)

The committee has among its functions to:

• Analyze the proposals presented for the integration of the Board of Directors in order to meet the conditions established in this Code and issue their statement at the Shareholders' Assembly. Select the firm to perform the external assessment to the Board of Directors and the directors. They must also coordinate with this firm the preparation of the report which must be presented at the Shareholders Assembly.
• Search for directors and select candidates to be nominated, develop skills to train directors and define renewal policies for the Board.
• Promote training for the directors. They must provide proper training and updating on academic and commercial matters. They must also promote attendance to seminars and events that allow them to be in contact with national and international organizations, agencies and companies.
• Prepare the proposed action plan of the Board for each calendar year.
• Supervise the processes of the Board of Directors, including the calendar of meetings and agendas and the flow of information to the directors accordingly.
• Make suggestions in aims of having a better performance of the Board of Directors by taking advantage of the available resources and technology. Recommend the communication scheme with shareholders, stakeholders and the market in general.
• Ensure compliance with the Code of Good Governance with the support of Internal Audit.
• Monitor the negotiations conducted by the directors with shares issued by the company or by other companies of the business group.