The Bogotá Capital District is the main shareholder of GEB, with 65.7 % of shareholdings
The Bogotá Capital District is the main shareholder of GEB, with 65.7 % of shareholdings
At Grupo Energía Bogotá, we comply with the highest standards of corporate governance, abiding by the recommendations of the Organization for Economic Co-operation and Development (OECD), which are contained in the Circular Letter 028 / 2014 of the Financial Superintendence of Colombia (Código País), and have been incorporated in the Corporate Strategic Plan (CSP). For this reason, in 2020, we continue to implement the best practices and to adapt our business to global trends.
Our shareholders, the Board of Directors, Senior Management and all employees are committed to improving competitiveness and to achieving progress in the economic and social conditions of the communities, based on ethical principles and the creation of value for all our stakeholders. This ensures:
An effective and transparent decision-making process at the highest level.
Decision-making processes guided by technical and corporate sustainability criteria.
Protection of the interests of minority shareholders.
A solid corporate governance such as ours enables us to establish decision-making mechanisms that create profitability, competitiveness and sustainability for all Group companies, and to create trust among all stakeholders.
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GEB’s Corporate Governance Model is a solid benchmark for other companies in which the District has shareholdings, which produces substantial benefits in terms of growing dividend payouts, a positive impact on Bogotá and Colombia, and in the communities and territories where we operate.
Our Corporate Governance Model is based on the best practices, which have been adopted through the various corporate instruments, such as the Corporate bylaws, the rules of the internal corporate governance bodies, the Corporate Group Agreement and other corporate policies.
We have achieved greater depth thanks to the adoption of corporate policies that apply to Group member companies, under the principles of ethics, transparency and objectivity, that regulate a wide variety of matters ranging from the election of the Board of Directors to the appointment of the statutory auditor, as well as the manner in which we must engage in transactions with our related parties and manage conflicts of interest.
We have also created a corporate governance system that articulates different instruments to mitigate potential compliance and reputation risks. These policies have helped develop a unique corporate culture and identity in the various governance bodies of the Group companies.
For GEB, it is essential to ensure consistency in the parameters of action of the Group’s affiliates, subsidiaries and parent company. For this reason, we have incorporated guidelines with the highest local and international standards, which have been made extensive to all the companies to provide guidance on the behaviors that should be adopted in accordance with applicable regulations in each country.
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As the highest corporate governance body of GEB S.A. E.S.P., it is the main mechanism for providing information to shareholders and for shareholders to exercise effective control over the company’s performance. It is responsible for providing orientation and assessing the performance of the members of the company’s Board of Directors and registered agents.
We have implemented 100 % of the measures established in Código País, in line with OECD recommendations, regarding the operation of the General Meeting of Shareholders, which are contained in the Corporate bylaws and in the Rules of the General Meeting.
During 2020, we held two General Meetings of Shareholders for the first time in the history of GEB, in compliance with the measures adopted by the national and district government as a result of the COVID-19 pandemic. The implementation of the technological tools derived in greater shareholder attendance and participation.
The shareholders have confirmed their commitment to the highest standards of corporate governance and transparency, which are established mainly through the Corporate Governance Code, the Corporate Governance Policy and the Policy on Disclosure of Information. These instruments ensure that the company’s management actions are carried out in a manner that is equitable for all.
(102-21) According to the provisions of the Corporate Governance Code, shareholders have the right to receive adequate and effective responses to their information requests, in compliance with the provisions of the code itself and other GEB internal rules.
The main objective of GEB’s Investor Relations Department is to communicate to shareholders and investors, regulators, securities markets and credit rating agencies information on the commercial, financial and operating performance of the Group companies and the economic environment in which they operate. Thanks to this department, we have come closer to our different stakeholders, and through various activities and events we were able to have conservations with the markets and understand their needs and concerns.
(102-18) (102-19) (102-22) (102-25) (102-26) (102-29) It is our highest strategic management body. It establishes the Company’s general policies, ensures protection of the rights and fair treatment of all shareholders, as well as the stability and development of the Group in the short, medium and long term.
Its pillars are based on legal compliance, the Corporate bylaws, the Corporate Governance Code, the Rules of the Board of Directors and the commitments acquired by the company in performance of our corporate purpose and regarding environmental and social matters.
It supervises Senior Management’s performance, verifies the quality of all disclosed information, establishes risk management guidelines, and monitors compliance with the corporate governance policies and arrangements required by regulations or by the standards voluntarily adopted by GEB.
(102-24) (102-35) (102-36) (102-37) It is comprised by nine members elected by the General Meeting of Shareholders, by means of the electoral quotient system for two-year terms. The Rules of the General Meeting of Shareholders and of the Board, as well as the Policy on Appointment, Succession and Compensation of the Board, establish the procedures for the election of its members, the requirements that must be fulfilled by shareholders to postulate candidates, and the provisions and procedures for determining the compensation of Board members.
The extraordinary General Meeting of Shareholders held on January 31, 2020, elected the Board of Directors of GEB for a two year period, as follows:
(102-18) (102-19) (102-20) (102-22) (102-30) In order to perform its duties, the Board of Directors receives support from the Corporate Governance and Sustainability, Audit and Risk, Finance and Investments, and Compensation committees. Each has its own separate operating rules and their members are assigned by the Board of Directors to perform their duties over the same term as their appointment. All are chaired by an independent member. On February 14, 2020, the current committee members were appointed.
Click here to view their members, duties and rules(102-27) Following the appointment of the new of the Board of Directors of GEB, an orientation process was carried out, to inform the new Board members on the company’s most relevant matters. To this end, several presentations covering different business and investment topics were made by the Strategic Business Groups, as well as financial, regulatory, litigation and corporate governance aspects, the sustainability and control architecture models, the management models, and the Corporate Strategic Plan, among others. We additionally promoted training for Board members aimed at strengthening their knowledge on the industry and the business.
(102-28) During 2020, we continued to perform assessments of the Board of Directors, which have been carried out during the last five years at GEB, and during the last four years at the affiliates. An independent third party specializing in corporate governance provides assistance for this process, which ensures the independence and anonymity of the assessment. The assessment methodology consists of three components: self-assessment, an assessment by Senior Management and a peer assessment.
Read more about our Board of Directors, its committees and performance during 2020 in the Corporate Governance Report(102-19) (102-20) (102-26) It is led by the CEO of Grupo Energía Bogotá; its make-up and structure is defined by the Board of Directors. Senior Management reports to the Board on the company’s economic, social and environmental performance. Given that Grupo Energía Bogotá S.A. E.S.P. is the Group’s parent company, its senior management team, in accordance with the corporate strategy, performs its duties at the corporate level, defining guidelines and making decisions related to the coordination and development of synergies between the Group companies and the Strategic Business Groups.
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We reinforced the criterion of diversity in the boards of directors and we continue with the specialization of the management bodies, in accordance with the needs of each business and market.
We adopted and implemented the protocol for holding virtual meetings of the Board of Directors and its committees.
We adopted and implemented 92.6 % of the measures established in Código País, in line with the recommendations of the Organization for Economic Co-operation and Development (OECD).
We increased the participation of independent members in the Board of Directors to a total of seven members that meet the criteria of independence (77.8 % of Board members).
We achieved greater diversity in the Board of Directors and in Senior Management in terms of the academic profiles, professional experience, ages, nationality and gender of their members.
We were ranked in 54th place in Merco’s Corporate Governance and Responsibility ranking (Merco Ranking).
For the 7th consecutive year, we obtained the Investor Relations (IR) recognition granted by the BVC to issuers with the highest standards of information disclosure and investor relations. Our level of fulfillment of the recommendations increased to 97.8 %.
We participated in the self-assessment of integrity measures for public and mixed public-private companies in terms of corporate governance, transparency, integrity and human rights of the Office of the Comptroller (Veeduría) of the District of Bogotá, with excellent results, especially in corporate governance.
We continue to be members of the Board of Directors of the Colombian Corporate Governance Institute (ICGC, for the Spanish original), a venue through which we share experiences for ongoing learning with companies that meet the highest corporate governance standards.
Based on the experiences and lessons learned in 2020, the update of corporate governance contemplates the continued adaptation to the new reality, while recognizing the diversity of group companies and the particularities of each market, business and stage of development.
Reinforce in the structure of corporate governance the principles of discipline in the use of capital and governance, evolving from the formal to the practical level through an efficient relations arrangement.
Strengthen decision-making mechanisms and the efficiency of the model of relations between the parent company and the affiliates, focusing on value creation, the recognition of diversity and the challenges faced in the markets.
Strengthen the environmental, social and governance factors (ESG) in the Group’s governance arrangement, driving sustainable value understood as a whole.
Continue to improve the protocol for holding virtual meetings of the Board of Directors and its committees, as a mechanism to adapt to the new circumstances produced by COVID-19, in order to continue performing the activities and the functions established in the annual work plans without interruption.