RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
PROPOSAL 3
Approval of the implementation plan for certain measures of Código País decreed by the
Colombian Superintendent of Finance, through changes to Articles 36, 38, 47, 48, 50, 61 and
80 of the Company’s Bylaws.
“To the attention of the General Assembly of Shareholders of Cementos Argos S.A.:
Taking into account the Company’s commitment in terms of sustainability and corporate
governance, and given the recent changes in the regulations decreed by the Colombian
Superintendent of Finance by means of the Código País instrument, the Company’s shareholders
are asked to consider the gradual implementation plan for the measures and recommendations
established in said instrument, by means of changes to Articles 36, 38, 47, 48, 50, 61 and 80 of the
Company’s Bylaws, as described below in two columns comparing the current version of the Bylaws
and the proposed changes to them.
During what remains of this year, the Company will continue to analyze the recommendations of
Código País and it will adopt the ones deemed pertinent by the Board of Directors by means of an
update of the Company’s Code of Good Governance.
Current text
Article 36 – The meetings of the
General Assembly shall be called by
notice in any newspaper of the
company’s domicile or by any written
communication sent to all the
Shareholders.
For
extraordinary
meetings, the agenda shell be included
in the notice. For meetings to approve
the individual and consolidated general
purpose closing period Financial
Statements or when expressly provided
for by the Law, the call shall be made at
least fifteen business days in advance.
In the other cases five calendar days
advance notice shall be sufficient.
Proposed text
Article 36 – The meetings of the
General Assembly shall be called by
notice in any newspaper of the
company’s domicile or by any written
communication sent to all the
Shareholders.
For
extraordinary
meetings, the agenda shell be included
in the notice. For meetings to approve
the individual and consolidated general
purpose closing period Financial
Statements or when expressly provided
for by the Law, the call shall be made at
least thirty calendar days in advance. In
the other cases fifteen calendar days
advance notice shall be sufficient.
Paragraph No. 1 – In the event that the
Assembly is to make decisions
regarding which the Law, the bylaws or
the subscription regulations confer the
right to vote on holders of shares with
preferred dividends and otherwise
without voting rights, the announcement
notice must indicate that the holder of
these shares shall have the right to
speak and vote at the meeting.
Paragraph No. 1 – In the event that the
Assembly is to make decisions
regarding which the Law, the bylaws or
the subscription regulations confer the
right to vote on holders of shares with
preferred dividends and otherwise
without voting rights, the announcement
notice must indicate that the holder of
these shares shall have the right to
speak and vote at the meeting.
Paragraph No. 2 – While shares
Paragraph No. 2 – While shares
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
continue to be listed on the Stock
Exchange, for any debate on increase
in authorized capital or decrease in
subscribed capital, the meeting notice
must include the respective item in the
agenda; otherwise any decision made
in such regard shall not be effective. In
these cases the Company management
shall prepare a report on the reasons
for the proposal, which shall be made
available to the Shareholders at the
Company’s management offices during
the announcement period. In the event
of spin-off, merger or transformation,
the respective projects shall be made
available to the Shareholders in the
offices of the Company’s main domicile
at least fifteen (15) business days prior
to the meeting considering the
proposal.
Also,
the
meeting
announcement shall include the item
and expressly indicate the right of the
Shareholders to withdraw, or the
decision shall not be effective.
continue to be listed on the Stock
Exchange, for any debate on increase
in authorized capital or decrease in
subscribed capital, the meeting notice
must include the respective item in the
agenda; otherwise any decision made
in such regard shall not be effective. In
these cases the Company management
shall prepare a report on the reasons
for the proposal, which shall be made
available to the Shareholders at the
Company’s management offices during
the announcement period. In the event
of spin-off, merger or transformation,
the respective projects shall be made
available to the Shareholders in the
offices of the Company’s main domicile
during the same period foreseen for the
call to the meeting considering the
proposal.
Also,
the
meeting
announcement shall include the item
and expressly indicate the right of the
Shareholders to withdraw, or the
decision shall not be effective.
Despite the aforementioned, the
General Assembly of Shareholders may
meet at any place, deliberate and
validly
decide
without
prior
announcement when all subscribed
shares are represented.
Despite the aforementioned, the
General Assembly of Shareholders may
meet at any place, deliberate and
validly
decide
without
prior
announcement when all subscribed
shares are represented.
Paragraph No. 3 – The Shareholders
have the right to propose the
introduction of one or more points to be
discussed in the Agenda of the General
Assembly of Shareholders and to
present alternative proposals to the
ones presented by the Management or
any other Shareholder.
The aforementioned proposals must be
sent to the Secretary General by any
written means within a period of five (5)
calendar days after the publishing of the
respective call, who shall then inform
the Board of Directors regarding these
proposals.
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
If the Board of Directors does not deem
it pertinent to accept the proposals with
changes to the Agenda or any
alternative proposals, it is mandatory for
it to answer, in writing, all the requests
supported by Shareholders that hold
ordinary shares that represent 5% or
more of the outstanding ordinary
shares, providing a rationale that
explains their decision and informing
the Shareholders of the right they have
to present their proposals during the
Assembly itself, in accordance with
what is stipulated in the aforementioned
Article 182 of the Code of Commerce.
In case the Board of Directors accepts
a request, when the time of which the
Shareholders dispose to propose
topics, in accordance with what is
established in this paragraph, is up, at
least 15 calendar days before the day
of the meeting, a complement to the
original call shall be published,
including the topics proposed by the
Shareholders.
Paragraph No. 4 – Up to two (2)
business days before the day foreseen
to hold the respective meeting, the
Shareholders can formulate questions
they consider necessary, in writing,
through a communication addressed to
the Investors Service Office. All
questions must be related to the topics
included in the Agenda, the documents
they received or information made
public by the company. Additional
information or clarifications deemed
pertinent can also be requested.
If the requested information is not
considered pertinent or if it is i)
irrelevant in order to understand the
functioning or interests of the company;
ii) confidential, which would include
privileged information in the field of the
securities market, industrial secrets,
operations in course whose good
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
results for the company depend
substantially on the secrecy of their
negotiations; and iii) any other type of
information that, if made public, could
put its competitiveness in imminent and
grave danger, its disclosure could be
denied.
Article 38 – The functions of the
General Assembly of Shareholders are:
When the information or the answer
that is given to a Shareholder could
place them at an advantage, the
Company shall publish a copy of said
information or answer on its webpage.
Article 38 – The functions of the
General Assembly of Shareholders are:
1. To freely choose and remove the
members of the Board of Directors, as
well as set their fees.
1. To freely choose and remove the
members of the Board of Directors, as
well as set their fees.
2. To freely designate and to remove the
Statutory Auditor and his/her alternate
and set their compensation.
2. To freely designate and to remove the
Statutory Auditor and his/her alternate
and set their compensation.
3. To approve the remuneration and
succession policy for the Board of
Directors.
3. To authorize new Company contracts in
which the Company participates as
partner or Shareholder when the totality
of corporate assets are contributed to
the fund of the companies constituted
by or associated with the Company as
well as decree the transfer, disposal or
rental of the totality of the corporate
entity or the totality of the Company’s
assets, or the transfer, disposal or
rental of a fundamental part of the
exploitations and other assets of the
Company, understood as any operation
with a value of fifty percent (50%) or
above of the Company’s net assets.
4. To authorize new Company contracts in
which the Company participates as
partner or Shareholder when the totality
of corporate assets are contributed to
the fund of the companies constituted
by or associated with the Company as
well as decree the transfer, disposal or
rental of the totality of the corporate
entity or the totality of the Company’s
assets, or the transfer, disposal or
rental of a fundamental part of the
exploitations and other assets of the
Company, understood as any operation
with a value of fifty percent (50%) or
above of the Company’s net assets.
4. To rule on a particular issuance of
common shares without being subject
to preferential right.
5. To rule on a particular issuance of
common shares without being subject
to preferential right.
5. To examine, to approve, to disapprove,
6. To examine, to approve, to disapprove,
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
to modify and to close the individual
and consolidated general purpose
Financial Statements as required by
Law and consider management and
Statutory Auditor’s reports.
to modify and to close the individual
and consolidated general purpose
Financial Statements as required by
Law and consider management and
Statutory Auditor’s reports.
6. To decree profit distribution, set the
dividends and the payment manner and
period thereof, rule on reserves to be
made in addition to legal reserves and
set aside part of them for charities, civic
benefits and education purposes.
7. To decree profit distribution, set the
dividends and the payment manner and
period thereof, rule on reserves to be
made in addition to legal reserves and
set aside part of them for charities, civic
benefits and education purposes.
Paragraph – The contributions for the
above items may also be authorized as
Company expenses.
Paragraph – The contributions for the
above items may also be authorized as
Company expenses.
7. To amend bylaws in accordance with
the legal provisions.
8. To amend bylaws in accordance with
the legal provisions. For the purpose of
approving the changes to the Bylaws,
each group of articles that is
substantially independent will be voted
on separately. However, if any
shareholder or group of shareholders
that represents at least five percent
(5%) of shareholders’ equity requests
this during the Assembly, one or a
different group of articles can be voted
on separately.
8. To create and
preferred stock.
9. To create and
preferred stock.
place
non-voting
place
non-voting
9. To decide to take corporate liability
action against managers.
10. To decide to take corporate liability
action against managers.
10. To decide with respect to the
segregation of the company. For this
purpose, segregation is understood as
the operation by means of which a
company, called the “segregator”,
allocates one or several portions of its
capital to the incorporation of one or
various companies or to the increase of
capital of existing companies called
“beneficiaries”. As consideration, the
segregating company receives shares
of
stock,
quotas
or
interest
participations
in
the
beneficiary
11. To decide with respect to the
segregation of the company. For this
purpose, segregation is understood as
the operation by means of which a
company, called the “segregator”,
allocates one or several portions of its
capital to the incorporation of one or
various companies or to the increase of
capital of existing companies called
“beneficiaries”. As consideration, the
segregating company receives shares
of
stock,
quotas
or
interest
participations
in
the
beneficiary
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
company.
company.
A contribution in kind is only considered
segregation when a business line or
business establishment is delivered or a
significant change in the corporate
purpose of the segregating company is
produced.
A contribution in kind is only considered
segregation when a complete business
line or business establishment is
delivered or a significant change in the
corporate purpose of the segregating
company is produced.
A significant change in the corporate
purpose of the segregator is deemed to
occur when the net amount of the
assets is equal to or above 25% of total
capital of the respective company or
when the assets contributed generate
30% or more of operating income
thereof, based on the financial
statements
of
the
immediately
preceding period.
A significant change in the corporate
purpose of the segregator is deemed to
occur when the net amount of the
assets is equal to or above 25% of total
capital of the respective company or
when the assets contributed generate
30% or more of operating income
thereof, based on the financial
statements
of
the
immediately
preceding period.
Paragraph – With the legal exceptions,
the General Assembly of Shareholders
may delegate functions in specific
cases to the Board of Directors, the
Chairman of the Board or the Company
CEO.
Article 47 – The Board of Directors
shall choose a Chairman of the Board
from among its members for a period of
two (2) years.
Paragraph – With the legal exceptions,
the General Assembly of Shareholders
may delegate functions in specific
cases to the Board of Directors, the
Chairman of the Board or the Company
CEO.
Article 47 – The Board of Directors
shall choose a Chairman of the Board
from among its members for a period of
two (2) years.
The Chairman of the Board of Directors
shall have the following functions:
The Chairman of the Board of Directors
shall have the following functions:
1. To convene the Board of Directors
when he/she considers necessary.
1. To convene the meetings, either directly
or through the Secretary of the Board of
Directors.
2. To preside over the meetings of the
Board of Directors.
2. To preside over the meetings and
moderate the debates.
3. To define the agenda of topics to be
discussed in each of the meetings of
the Board of Directors.
3. To prepare the Agenda for the
meetings, in coordination with the
Company’s CEO and the Secretary of
the Board of Directors.
4. To approve the budget assigned to the
Board of Directors.
4. To make sure that the Board of
Directors
efficiently
sets
and
implements the Company’s strategic
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
direction.
5. To attend the committees supporting
the Board of Directors and the internal
committees of the Company when
he/she deems appropriate.
5. To coordinate and plan the functioning
of the Board of Directors by means of
the establishment of an annual work
plan based on its assigned functions.
6. To sign the communications from the
Board of Directors.
6. To ensure the delivery, both in terms of
time and means, of the necessary
information to the Members of the
Board of Directors, either directly or
through the Secretary of the Board of
Directors.
7. To advise the Company CEO when so
requested.
7. To ensure the execution of the
agreements of the Board of Directors
and to do the follow-up of its
assignments and decisions.
8. To monitor the active participation of
the Members of the Board of Directors.
Article 48 – The Board of Directors
shall ordinarily meet at least once every
two (2) months and may meet
extraordinarily when it so decides or
when convened by the Chairman of the
Board, by the Company CEO, by the
Statutory Auditor or by three (3) of its
members. Non-in person meetings shall
also be valid as stipulated by the Law.
9. To lead the annual assessment process
of the Board of Directors and its
Committees, except for his/her own
assessment.
Article 48 – The Board of Directors
shall ordinarily meet at least once every
month according to the yearly calendar
approved by the same organ and may
meet extraordinarily when it so decides
or when convened by the Chairman of
the Board, by the Company CEO, by
the Statutory Auditor or by three (3) of
its members. Non-in person meetings
shall also be valid as stipulated by the
Law.
The meeting of the Board of Directors
shall be convened through any medium
without the existence of any special
convening period.
The meeting of the Board of Directors
shall be convened through any medium
without the existence of any special
convening period.
Quorum shall be with the majority of its
members and this absolute majority is
necessary to approve decisions.
Article 50 – The functions of the Board
od Directors are:
Quorum shall be with the majority of its
members and this absolute majority is
necessary to approve decisions.
Article 50 – The functions of the Board
of Directors are:
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
1. To freely name and remove the
Company CEO and the other legal
representatives.
1. To freely name and remove the
Company CEO and the other legal
representatives.
2. To set the compensation
Company CEO.
2. To set the compensation
Company CEO.
of
the
of
the
3. To decide on the resignations and
leaves of employees of the Company
who are appointed by the Board.
3. To decide on the resignations and
leaves of employees of the Company
who are appointed by the Board.
4. To convene the General Assembly for
extraordinary sessions whenever it
deems advisable or when so requested
by Shareholders representing at least
one fifth of the subscribed shares. In
this last case the call for the meeting
shall be made within three (3) days
following the written request.
4. To convene the General Assembly for
extraordinary sessions whenever it
deems advisable or when so requested
by Shareholders representing at least
one fifth of the subscribed shares. In
this last case the call for the meeting
shall be made within three (3) days
following the written request.
5. To give voting advice to the Company
CEO when so requested by him.
5. To give voting advice to the Company
CEO when so requested by him.
6. To present to the General Assembly a
reasoned annual management report
with a faithful presentation of the
business evolution and the legal,
economic and administrative situation
of the Company. It must also include a
discussion of significant subsequent
events, of the future evolution of the
Company and of the operations carried
out with partners and management. The
report must be approved by a majority
of the Board of Directors attaching the
explanations
or
qualifications
of
dissenting members. This report, with
other legal documents, shall be
presented jointly with the Company
CEO.
6. To present to the General Assembly a
reasoned annual management report
with a faithful presentation of the
business evolution and the legal,
economic and administrative situation
of the Company. It must also include a
discussion of significant subsequent
events, of the future evolution of the
Company and of the operations carried
out with partners and management. The
report must be approved by a majority
of the Board of Directors attaching the
explanations
or
qualifications
of
dissenting members. This report, with
other legal documents, shall be
presented jointly with the Company
CEO.
7. To decree and to regulate the issuance
and placement of shares, bonds and
trade papers.
7. To decree and to regulate the issuance
and placement of shares, bonds and
trade papers.
8. To authorize new Company contracts or
acquisition of corporate participations in
which the Company enters as or
8. To authorize new Company contracts or
acquisition of corporate participations in
which the Company enters as or
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
acquires the position of controlling
partner; to rule on the partial transfer,
disposal or rental of the exploitations
and factories of the Company,
whenever the amount is more than ten
percent (10%) but less than fifty percent
(50%) of the Company’s fixed assets.
acquires the position of controlling
partner; to rule on the partial transfer,
disposal or rental of the exploitations
and factories of the Company,
whenever the amount is more than ten
percent (10%) but less than fifty percent
(50%) of the Company’s fixed assets.
9. To examine, when deemed fit, by itself
or through a commission, the accounts,
documents and treasury of the
Company.
9. To examine, when deemed fit, by itself
or through a commission, the accounts,
documents and treasury of the
Company.
10. To establish offices, branches or
agencies in other cities of the country or
abroad.
10. To establish offices, branches or
agencies in other cities of the country or
abroad.
11. To monitor the strict compliance of the
bylaws, mandates of the Assembly and
its own agreements.
11. To monitor the strict compliance of the
bylaws, mandates of the Assembly and
its own agreements.
12. To authorize acts or contracts whose
value exceeds ten thousand (10,000)
legal minimum monthly wages in effect
with the exception of the following,
which shall only require authorization if
exceeding 40,000 legal minimum
monthly wages in effect: (i) the
marketing
or
sale
of
products
manufactured or exploited by the
Company, such as the sale of cement,
concrete and mixtures; (ii) the
marketing and sale of services provided
by the Company; (iii) the procurement
of services or raw materials that are
necessary in the normal course of
Company business.
12. To authorize acts or contracts whose
value exceeds ten thousand (10,000)
legal minimum monthly wages in effect
with the exception of the following,
which shall only require authorization if
exceeding 40,000 legal minimum
monthly wages in effect: (i) the
marketing
or
sale
of
products
manufactured or exploited by the
Company, such as the sale of cement,
concrete and mixtures; (ii) the
marketing and sale of services provided
by the Company; (iii) the procurement
of services or raw materials that are
necessary in the normal course of
Company business.
13. To ensure effective compliance with
legal requirements relating to the
Company’s Governance.
13. To ensure effective compliance with
legal requirements relating to the
Company’s Governance.
14. To adopt the Company’s Governance
Code which defines both policies and
principles to ensure compliance of
shareholder rights as well as the
mechanisms for adequate disclosure
and transparency of the Company’s
operations and the performance of the
14. To adopt the Company’s Governance
Code which defines both policies and
principles to ensure compliance of
shareholder rights as well as the
mechanisms for adequate disclosure
and transparency of the Company’s
operations and the performance of the
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
managers
and
ensure
effective
compliance thereof. The Code of
Governance
shall
establish
the
authorities for the attention of conflicts
of interest by the management and
other Company officers, which are
understood as delegated by virtue of
these statutes.
managers
and
ensure
effective
compliance thereof. The Code of
Governance
shall
establish
the
authorities for the attention of conflicts
of interest by the management and
other Company officers, which are
understood as delegated by virtue of
these statutes.
15. To direct the general functioning of the
corporate businesses.
15. To direct the general functioning of the
corporate businesses.
16. To authorize managers, when so
requested, after presentation of the
pertinent
report,
to
participate
themselves or through related persons
or third parties, in activities which
compete with the Company or in acts
which involve conflicts of interest, as
long as they do not harm the interests
of the Company.
16. To authorize managers, when so
requested, after presentation of the
pertinent
report,
to
participate
themselves or through related persons
or third parties, in activities which
compete with the Company or in acts
which involve conflicts of interest, as
long as they do not harm the interests
of the Company.
17. To rule on those conflicts of interest
which
in
accordance
with
the
Governance Code are under the
Board’s authority.
17. To rule on those conflicts of interest
which
in
accordance
with
the
Governance Code are under the
Board’s authority.
18. To consider and to respond in writing
and duly grounded in law to proposals
presented by any plural number of
shareholders representing at least five
percent (5%) of the subscribed shares.
18. To consider and to respond in writing
and duly grounded in law to proposals
presented by any plural number of
shareholders representing at least five
percent (5%) of the subscribed shares.
19. To decide on the appraisal of
contributions in kind made after the
incorporation of the Company.
19. To decide on the appraisal of
contributions in kind made after the
incorporation of the Company.
20. To approve and to do the periodic
follow-up of the Company’s strategic
plan, business plan, management
objectives and annual budgets.
21. To define the Company’s organizational
structure.
22. To approve the agreement that defines
the framework of relations between the
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
different companies that make up the
1
Conglomerate .
23. To approve the Company’s financial
and investment policies.
24. To approve investments, divestments or
any other type of operations that,
because
of
their
value
and/or
characteristics, could be qualified as
strategic or that affect some of the
Company’s strategic assets or liabilities.
25. Approve and do the follow-up of the
policy regarding information and
communication
with
all
of
the
Company’s stakeholders, including
shareholders and capital markets.
26. To approve the risk management policy
and follow up on the management of
the respective risks.
27. To approve and follow up on the
implementation and effectiveness of the
internal control systems.
28. To approve the Company’s policy
regarding
ethics,
behavior
and
transparency, which shall include
systems for anonymous reporting, such
as transparency lines.
29. The CEO’s proposals for appointing
and removing the Company’s Top
Management.
30. To approve the remuneration and
assessment policy for the Top
Management.
Paragraph: The Top Management
should
be
understood
as
the
Company’s CEO and Vice Presidents.
1
Conglomerate: a combination of companies integrated in situations of control and/or corporate
group.
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
31. To approve the policy regarding
succession for the Top Management.
32. To present a proposal for the policy
regarding remuneration and succession
for the Board of Directors to the
General Assembly.
33. To present a recommendation for the
hiring of the Statutory Auditor to the
General
Assembly,
after
having
analyzed
their
experience
and
availability in terms of time and human
and technical resources necessary to
carry out their task.
34. Approve the constitution or acquisition
of participations in entities that are
incorporated in countries that are
considered fiscal paradises.
35. To be aware of and approve the
operations that the Company carries
out with Associated Parties, Significant
Shareholders, members of the Board of
Directors, other members of the
Company’s management or Associated
Parties of any of the aforementioned
parties, when these have a Material
Impact, when they are not part of the
Company’s ordinary course of business
or when they are carried out in
conditions other than standard market
conditions.
Paragraph No. 1: A Significant
Shareholder is a shareholder that either
on his own or in the context of
agreements with other shareholders
holds voting rights that represent more
than 10% of the total voting right.
Paragraph No. 2: An Associated Party
is a party that finds itself in any of the
following situations:
a) It is one of the entities of the
business group to which the
Company belongs, including its
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
Holding
Company
subsidiaries, and
and
its
b) All those who are directors,
managers,
administrators
or
liquidators of the Company or their
spouses or relatives, up to the
second degree of blood or family
relationship
Paragraph No. 3: For the effect of the
application of this numeral, Material Impacts
should be understood as any operations
that, in accordance with norms in effect, the
Company is forced to report relevant
information on to the securities market.
36. To approve the Annual
Governance Report.
Corporate
37. To approve the internal regulations of
the Committees that support the Board
of Directors, as established in the Code
of Good Governance.
38. To organize the annual assessment
process of the Board of Directors, in
accordance with commonly accepted
methodologies of self-assessment or
assessment, which can take into
account the participation of external
consultants.
20. All other functions that are not attributed
to
the
General
Assembly
of
Shareholders or to the Company CEO.
39. All other functions that are not attributed
to
the
General
Assembly
of
Shareholders or to the Company CEO.
Paragraph No. 1 – Except as otherwise
provided for in the bylaws, it is
presumed that the Board of Directors
has sufficient authority to order the
entering into or performance of any act
or contract within the corporate purpose
and to adopt all decisions necessary for
the Company to fulfill its aims.
Paragraph No. 1 – Except as otherwise
provided for in the bylaws, it is
presumed that the Board of Directors
has sufficient authority to order the
entering into or performance of any act
or contract within the corporate purpose
and to adopt all decisions necessary for
the Company to fulfill its aims.
Paragraph No. 2 – With the legal
exceptions, the Board of Directors may
delegate functions to the Company
Paragraph No. 2 – With the exceptions
stipulated by the law, the Company’s
Bylaws or its Code of Good
RELEVANT INFORMATION
CEMENTOS ARGOS S.A.
CEO.
CHAPTER XII
Audit and Finance Committee
Article 61 – The General Assembly of
Shareholders and the Board of
Directors shall have a Secretary
appointed by the Board of Directors.
The Secretary’s duties and authority
shall be assigned by the Board of
Directors and the CEO.
Governance, the Board of Directors
may delegate functions to the Company
CEO.
CHAPTER XII
Audit, Finance and Risk Committee
Article 61 – The Company will have a
Secretary General that will act as
Secretary of the General Assembly of
Shareholders and the Board of
Directors. The Secretary’s duties and
authority shall be the ones stipulated in
the Regulations of the Board of
Directors.
The Secretary General will be a highlevel employee of the Company and
he/she will be appointed by the Board
of Directors and proposed by the
Company’s CEO after having consulted
the Appointment and Remuneration
Committee.
Article 80 – (new) The Company and
its management and employees are
under an obligation to comply and
ensure compliance with what is
established in the Code of Good
Governance that is approved by the
Board of Directors, as well as with the
internal policies and procedures that
are adopted by the Company’s different
governing bodies.
In case the Assembly accepts this proposal, authorization is requested to integrate the bylaws into a
single notarial instrument, together with the other proposals related to modifications to bylaws.
Sincerely,
Jorge Mario Velásquez
CEO
February 18, 2015.”
February 18, 2015