2 Agenda Verification of the quorum and approval of the agenda. Election of the meeting chair. Report by the secretary of the meeting on the approval of previous meeting minutes. Election of the committee to approve the minutes. Management and evaluation report from the Board of Directors demonstrating corporate governance and Audit Committee compliance.
3 Agenda Management Report. Minority shareholder representatives report. Consideration of the financial statements closed as at December 31, Reading of the statutory auditor's report. Approval of the financial statements closed as at December 31, 2014 and all other documents required by law.
4 Agenda Proposal to redirect funds from the temporary reserve. Proposal on tax reform, capitalization and increasing the statutory reserve. 13 Dividend distribution proposal Election of the Board of Directors. Proposal to elect the statutory auditor and to establish his professional fees. 16 Other.
5 1 Verification of the quorum and approval of the agenda
6 2 Election of the meeting chair
7 3 Report by the secretary of the meeting on the approval of previous meeting minutes
8 4 Election of the committee to approve the minutes
9 5 Management and Evaluation Report from the Board of Directors demonstrating Corporate Governance and Audit Committee compliance
10 Board of Directors 7 principals and their alternates, 5 of which are independent. Certain changes occurred during the year. 14 Meetings (12 ordinary and 2 extraordinary). Meetings were called, information was provided and they were held in line with external and internal norms. Attendance was 94.9% by seat and 90.8% by principal member.
11 Board of Directors Monitoring management, the Sogamoso Hydroelectric Power Plant Project and sustainability. Management and Corporate Governance Committee, Finance and Investment Committee and Audit Committee: Fulfillment of functions and responsibilities and presentation of recommendations to the Board of Directors. Management evaluation of 4.7 out of 5, a result of excellent performance. Disclosing and resolving conflicts of interest.
12 Compliance with Corporate Governance Practices Major events First stage of transferring and allocating the Colombian government's shares. On February 28, 2014, the Colombian government announced the Second Stage of the Transfer Schedule to interested parties. In August, the Ministry of Finance and Public Credit announced that the timeline for ISAGEN's transfer process will be postponed for another year. In cases when the Colombian government's decisions regarding the sale imply administrative requirements, corresponding instructions were generated in line with the authorization of the General Meeting of Shareholders in 2010.
13 Compliance with Corporate Governance Practices Framework for action Strategic Plan Strengthening corporate responsibility practices, corporate ethics and managing conflicts of interest. Supplier selection followed objective and transparent criteria, and was conducted in accordance with applicable norms and legal regulations.
14 Compliance with Corporate Governance Practices Minority shareholder treatment Shareholders participated in Meetings of Shareholders, voted and had the Company books and papers available to them. They received dividends, and they could freely trade shares. Request, complaint and claim services for Shareholders.
15 Compliance with Corporate Governance Practices The company and its governance Ordinary - March 25, General Meeting of Shareholders Extraordinary - November 26, Announcements, publication of information, minutes, broadcast and quorum were all in compliance with the Company Bylaws and the Rules of Procedure for the General Meeting of Shareholders. Chief executive officer and directors Fulfillment of functions and responsibilities. Evaluation of Chief Executive Officer performance and acknowledgement of his abilities and achievements in Select, promote and remunerate directors in line with current legislation.
16 Compliance with Corporate Governance Practices Control mechanisms Strengthening the Risk Management System. Auditing in line with international standards and compliance with annual evaluation plan. Monitoring by the Audit Committee of the work plan and independence of the Statutory Auditor. Favorable ruling on part of the Comptroller General's Office of the Republic for 2013 regarding the Company's management and signing off on accounts.
17 Compliance with Corporate Governance Practices Disclosure of information Periodic delivery of relevant information to the Market in accordance with current internal and external regulations. Delivery of information to the Colombian government for the sales process, according to that authorized by the General Meeting of Shareholders No. 029 / 2010.
18 Conclusions ISAGEN's Board of Directors and employees complied with the corporate governance practices in place and took action to improve them. Competent third parties recognize the maturity of ISAGEN's corporate governance. Review the new Código País to adopt and strengthen the use of its corporate governance practices.
19 Management Report
20 Sogamoso Hydroelectric Power Plant Santander Energy for the Region and the Country
21 Sogamoso Hydroelectric Power Plant Where: Santander. Installed capacity: 820 MW. Annual average generation: 5,056 GWh/year. Construction: 5 years and 10 months. Total Investment: $4.47 trillion, including the financing costs. Dam: 190 m high. Colombia's three largest generation units: 2,618 ton each. Reservoir with the country's highest storage capacity: 4,800 million m 3.
22 Sogamoso Hydroelectric Power Plant On December 1, we fulfilled our commitment made in 2008 to deliver firm energy to the Colombian electricity market with the start-up of the first unit. December 20 was the official start-up of power plant commercial operations with installed capacity of 820 MW. The power plant: Delivers close to 8.3% of the energy consumed in Colombia in one year. Positions ISAGEN as the second largest generator in the country.
23 Sogamoso Hydroelectric Power Plant Creating Jobs An average of 7,338 people, with 60% from Santander. Social and Environmental Programs More than $1 trillion invested.
24 Business Performance Development in Harmony with the Environment
25 Business Performance Energy Production Power plant uptime at 93.6%. Higher than the average for the global energy sector. We generated 10, GWh, which met 16.49% of the national demand.
26 Business Performance Energy Production The San Carlos Hydroelectric Power Plant has been in commercial operation for 30 years, and with its 1,240 MW of installed capacity, it continues to be Colombia's largest. Modernization of the Power Plant's runners, increased their efficiency by 2% and increased their generation capacity by 200 GWh/year.
27 Business Performance Energy Production Facing Colombia's volatile weather patterns with low rainfall, the Termocentro Power Plant generated a record high of 2,047 GWh. A commercial system was implemented to ensure a permanent fuel supply to the Power Plant, offering increased back-up for the National Electric Grid during periods of natural gas shortages.
28 Business Performance Energy Sales Sales of $2.3 trillion, up 16% over the previous year. 70 industrial clients in the Comprehensive Energy Management (GIE). v Renewed contracts with 100% of the industrial end clients. Received a customer satisfaction rating of 4.84 out of 5.
29 Business Performance New projects for growth Ruiz Volcanic Massif 50 MW GWh La Guajira Wind Farm 20 MW - 85 GWh Hydroelectric Power Plant Project Piedra del Sol in Santander 153 MW 1,053 GWh Hydroelectric Power Plant Project Cañafisto in Antioquia 936 MW - 5,470 GWh Environmental licenses are being processed for these projects. Complete project portfolio Hydroelectric 3,227 MW - 19,601 GWh Wind 408 MW - 1,559 GWh Geothermal 150 MW - 1,182 GWh
30 Management Practices Committed to the Future and the Wellbeing of the People
31 Management Practices Comprehensive Water and Climate Change Management We joined the Global Compact's CEO Water Mandate. We promoted the Third Water Conference together with El Espectador and WWF. We evaluated v the Miel I Hydroelectric Power Plant and the Cañafisto Hydroelectric Power Plant Project against the Sustainability Protocol of the International Hydropower Association.
32 Management Practices Sustainable Relations with Stakeholders We engaged in dialog with all of our stakeholders. We strengthened the Management School and identified key talents and potential managers. We held v 21 meetings with our suppliers and we strengthened work networks. 164 suppliers completed the minimum sustainability requirements assessment. Compliance was at 84%.
33 Management Practices Commitment to Transform the Regions 107 Community Organizations participated in the Community Development Program. We continue to support the Human Rights Observatory and the Transparency Round Table in the Amoyá River, La Esperanza Hydroelectric Power Plant area of influence.
35 Revenue and Operating Costs 16% 2,329,620 2,002,814 22% 1,305,374 1,587,100 A A Revenue Operting Costs Higher contract energy sales. Higher energy generation. Higher contract prices. Increased energy purchases to cover the increase in commercial commitments. High energy prices on the spot market.
36 Profit and EBITDA Difference EBITDA 692, ,822 50,186 EBITDA Margin 35% 32% -3 Operating Profit 581, ,229 43,216 Operating Margin 29% 27% -2 Net Profit 433, ,583 2,617 Net Margin 22% 19% -3 Amounts in millions of Colombian pesos
37 2014 Share Price Curve In 2014, the Colombian Securities Market showed a general downward trend. This is reflected in the COLCAP Index, which was down 5.81%. The ISAGEN share price was down 8.77% in 2014, closing at $2,965.
38 Recognition For the second year in a row we were listed on the Dow Jones Sustainability index. We received a 100/100 rating in an evaluation done by Corporación Transparencia por Colombia. We were recognized by the Colombian Securities Exchange for the second time in a row for our good practices in disclosing information and investor relations. We maintained our local credit ratings at AAA and internationally ratings at BBB (Investment Grade Category).
39 Recognition We were acknowledged as a Well-Known Brand by the Superintendence of Industry and Commerce. The Global Compact analyzed the level of compliance with Principle 10, Anti-Corruption, for Latin American electricity sector companies that perform well. We are the in second place as the Company with the best organizational environment among 73 Latin American organizations, according to the Organizational Behavior Research Center (CINCEL).
40 2015 Challenge Pressing Us to Grow
41 2015 Challenge Define the new company strategic growth plan, which considers diversifying generation technologies, increasing geographical coverage, improving energy efficiency and the exploring of new business.
42 7 Minority Shareholder Representatives Report
43 Nominated for Minority Seats Current Board Representatives ( ) Luis Ernesto Mejía Castro (principal). Jorge Humberto Botero Angulo (alternate). We were nominated in line with the provisions set forth in the Shareholder Agreement underwritten by the Colombian Government on behalf of the Company's other shareholders. We look after the interests of ISAGEN and all its shareholders.
44 Participation in the Board of Directors and Committees We had 100% participation in the 2014 Board Meetings. We had 100% participation in the 2014 Board Committee Meetings. Luis Ernesto Mejía was unanimously elected as ISAGEN Chairman of the Board for the period (at a Board Meeting on April 2013).
45 Declarations We were fully compliant with our legal, statutory and corporate governance duties, functions and responsibilities. We agreed with the reports and proposals presented at this Meeting.
46 Administrative Measures in Favor of Minority Shareholders We continued coordinating with stock market brokers and other market players to reduce the cost of commissions paid by minority shareholders for the management of their shares. The Colombian Securities Exchange Issuers Committee, to which ISAGEN belongs, analyzed costs to minority shareholders with the assistance of DECEVAL, which decided to reduce the fees charged to brokers and issuers, to help the share management situation.
47 Administrative Measures in Favor of Minority Shareholders We received 34,097 shareholder requests and addressed 99.99%. In regard to the year-end profit distribution proposal and its form of payment, this meets the criteria established in Section 4.1 of the Shareholder Agreement for determining the net profit to be distributed, and considers the most convenient current and future time for the Company to do so. Disclosure of relevant information and other initiatives to strengthen shareholder relations and maintain active communication channels.
48 Administrative Measures in Favor of Minority Shareholders Outstanding Initiatives: Maintain and strengthen the various shareholder communication channels. Shareholder Day in Bogotá and Medellín as an opportunity to share the Company's social and environmental management with its current shareholders.
49 Administrative Measures in Favor of Minority Shareholders Outstanding Initiatives: The Journey to the Center of a Power Plant competition was carried out for the second consecutive year; it was run through the website. A group of financial analysts was invited Analyst Day.
50 Gratitude and Commitment Thank you for putting your confidence in us, and we commit to continue working for ISAGEN's success.
51 8 Consideration of the financial statements closed as at December 31, 2014
52 Balance Sheet Assets Current Assets Non-current Assets Liabilities Current Liabilities Non-current Liabilities Equity Variation 7,555,341 8,560,230 13% 652, ,063 6,902,710 7,765,167 3,525,891 4,311,930 22% 398, ,273 3,127,229 3,787,657 4,029,450 4,248,300 5% Amounts in millions of Colombian pesos The asset's variation corresponds to the investment required for construction of the Sogamoso Hydroelectric Power Plant. The variation in liabilities is explained by the disbursement of loans necessary to finance the Sogamoso Hydroelectric Power Plant.
53 Statement of Income Revenue Cost of Sales Administrative Expenses Operating Profit EBITDA Net Profit Operating Margin (%) EBITDA Margin (%) Net Margin (%) Amounts in millions of Colombian pesos ,002,814 1,305, , , , , Variation 2,329,620 1,587, , , , , % 22% 2% 7% 7% 1%
54 9 Reading of the statutory auditor's report
55 10 Approval of the financial statements closed as at December 31, 2014 and all other documents required by law
56 11 Proposal to redirect funds from the temporary reserve
57 In 2014, We Successfully Brought the Expansion Plan to a close ISAGEN 2008 power plants with installed capacity: 5 2,132 MW annual generation 9,500 GWh/year San Carlos 1,240 MW Termocentro 300 MW Jaguas 170 MW Miel I 396 MW Calderas 26 MW ISAGEN 2014 power plants with installed capacity: 7 3,032 MW annual generation 14,500 GWh/year San Carlos 1,240 MW Jaguas 170 MW Calderas 26 MW Miel I and diversions 396 MW Amoyá 80 MW Sogamoso 820 MW Termocentro 300 MW
58 In 2009, a Reserve Has Been in Operation to Support the Expansion Plan Reserve to maintain the Risk Rating and fulfill creditor obligations 152, , , , , , , , , , ,002 38,445 82,332 79,977 83,139 75,505 72,481 74, Statutory reserve (Reserve Art 130 Tax Code) Amounts in millions of Colombian pesos Investment reserve $949,190 million accumulated reserve Dividends paid
59 Destination of accumulated reserve Financial restrictions and cash flow. Medium and long term growth opportunities. Recognition of the efforts made by shareholders during construction of the expansion plan. $ 949,190 million in accumulated reserves Year 1 $189,838 $759,352 million Propose how to direct the funds in the 2015 General Meeting of Shareholders. Keep a significant percentage of temporary reserves accumulated to date so the Meeting will have the flexibility to decide on how to direct these funds each year. Amounts in millions of Colombian pesos
60 Destinación de las reservas acumuladas Year 1 $189,838 million $949,190 million accumulated reserve Distribute as dividends $107,519 Increase the capital subscribed and paid $65,426 Increase the statutory reserve Total $16,893 $189,838 Amounts in millions of Colombian pesos Maximum amount, while maintaining appropriate cash flow. Increase the value of share capital, consistent with the growth derived from latest investments.
61 Proposal to Redirect Funds from the Temporary Reserve Total accumulated reserves Distribute as dividends Increase the capital subscribed and paid Increase to the statutory reserve Continue to hold in the temporary investment reserve Hold in reserve to maintain credit rating and fulfill creditor obligations $949,189,843,651 $107,519,191,860 $65,425,728,000 $16,893,048,870 $38,445,866,583 $720,906,008,338 Amounts in millions of Colombian pesos
62 12 Bylaw reform proposal, capitalization and increase to the reserve
63 Bylaw Reform Proposal, Capitalization and Increase to the Statutory Reserve This ISAGEN Ordinary General Meeting of Shareholders, in point 11 of the Agenda, approved the change to the temporary reserve set aside for investments and the reserve set aside to maintain the Company's Credit Rating and to fulfill credit obligations. Distribute as dividends Increase of capital subscribed and paid Increase to the statutory reserve Continue to hold in temporary investment reserve Continue to hold in the reserve to maintain the credit rating and to fulfill commitments to creditors Total accumulated reserves $107,519 $65,426 $16,893 $38,446 $720,906 $949,190 Amounts in millions of Colombian pesos
64 Increase the capital subscribed and paid and statutory reserve Current value Addition Value proposed Increase the capital subscribed and paid $68,152 $65,426 $133,578 Increase nominal value per share $25 per share $24 per share $49 Increase the statutory reserve $51,134 $16,893 $68,027 Amounts in millions of Colombian pesos
65 Bylaw Reform Proposal, Capitalization and Increase to the Statutory Reserve Increase of capital subscribed and paid account $65,425,728,000 Increase nominal share value $24 per share Increase the statutory reserve $16,893,048,870 New capital subscribed and paid $133,577,528,000 New nominal value $49 per share New statutory reserve value $68,027,138,548 Amounts in millions of Colombian pesos
66 Proposal Amendment Current Article 6 Proposed Article 6 ARTICLE 6 - AUTHORIZED CAPITAL: The Company has authorized capital of sixty-eight billion, one hundred and fifty-one million, eight hundred thousand Colombian pesos ($68,151,800,000) legal tender, divided in two billion, seven hundred twenty-six million, seventytwo thousand (2,726,072,000) shares with a nominal value of twenty-five Colombian pesos ($25) legal tender each. All the authorized capital has been subscribed and paid. ARTICLE 6 - AUTHORIZED CAPITAL: The Company has authorized capital of one hundred and thirty-three billion, five hundred and seventy-seven million five hundred and twentyeight thousand Colombian pesos ($133,577,528,000) legal tender, divided in two billion, seven hundred twenty-six million, seventytwo thousand (2,726,072,000) shares with a nominal value of forty-nine Colombian pesos ($49) legal tender each. All the authorized capital has been subscribed and paid.
67 13 Dividend distribution proposal
68 Dividend Distribution Proposal 2014 Net Profit 436,583 Reserve, Article 130 of the Tax Code 86,733 Net Profit for the Fiscal Year 349,850 Net profit to distribute as dividends 349,850 Reserve release Article 130 Tax Code 23,946 Temporary reserve release 107,519 Total to be distributed 481,315 Amounts in millions of Colombian pesos
69 Dividend Distribution Proposal Total to be distributed 481,315 Ordinary dividend Extraordinary dividend Dividend per share $81.40 / share $95.16 / share $ / share The ex-dividend period shall be from April 9 to 14 of % increase over the ordinary dividend paid in 2014 ($ 74 / share). One-time payment on April 15, 2015.
70 Profit Distribution Proposal Ordinary Dividend Extraordinary Dividend 2014 Net Profit 436,583,335,653 Build reserve, Article 130 of the Tax Code 86,733,265,645 Distribute 100% of the liquid net profit in dividends 349,850,070,008 $81.40 / share $46.93 / share Release reserve, Art. 130 of the Tax Code 23,946,010,452 Proposal for temporary reserve 107,519,191,860 $ / share $ / share Total to be distributed as dividends 481,315,272,320 $81.40 / share $95.16 / share Amounts in millions of Colombian pesos The total ordinary and extraordinary dividends payable shall be $ per share, to be paid on April 15, The ex-dividend period shall be from April 9 to 14 of 2015.
71 14 Election of the Board of Directors
72 Election of the Board of Directors Renglón Principal Suplente Carolina Soto Losada General Vice Minister Ministry of Finance and Public Credit Carlos Fernando Eraso Calero Vice-Minister of Energy Ministry of Mines and Energy Juan Carlos Esguerra Portocarrero Independent Luis Ernesto Mejía Castro Independent Jesús Arturo Aristizábal Guevara Independent José Fernando Isaza Delgado Independent Carlos Cure Cure Independent Michel Janna Gandur General Director of Public Credit and the National Treasury Ministry of Finance and Public Credit Orlando Cabrales Segovia Independent Luz Helena Sarmiento Villamizar Independent Jorge Humberto Botero Angulo Independent Tatyana Aristizábal Londoño Independent Andrés Felipe Mejía Cardona Independent Juan José Echavarría Soto Independent
73 First Seat Principal Carolina Soto Losada General Vice Minister of the Ministry of Finance and Public Credit Education Economist from Universidad de los Andes, Master's Degree in Economics from Universidad de los Andes. Master's in Public Administration and Public Policy, Columbia University. Professional experience General Vice Minister of the Ministry of Finance and Public Credit. Executive Vice-President of FASECOLDA. Economist from Corporación Andina de Fomento (CAF). General Director of the National Public Budget of the Ministry of Finance and Public Credit. External Consultant to the School of Economics, Consultant to the Assistant General Director's Office of Scheduling and Budget Tracking - Central Sector and Director of Investments and Public Finance for the National Planning Department. Ministry of Transport Advisor. Board of Directors Experience: Colombia Telecomunicaciones, Banco Mundial de la Mujer Colombia, La Previsora, Artesanías de Colombia, ISA and ISAGEN.
74 First Seat Alternate Michel Janna Gandur General Director of Public Credit and National Treasury Education Degree in Economics from Universidad de Los Andes, Cum Laude, Master's Degree in Economics from Los Andes University, and Master's and PhD in Economics from Northwestern University, Evanston, Illinois, with concentration in Macroeconomics, Finance and Econometrics. Professional experience Vice President - Head of Sovereign Risk for the Americas and Senior Credit Risk Officer for Corporate and Financial Institutions in Latin America at Goldman Sachs & Co., New York. Economist focused on economic and market research for Latin America at Citibank, New York. Specialist in Financial Stability at the Banco de la República, Bogotá. Instructor at Northwestern University, USA, Universidad de los Andes and Pontificia Universidad Javeriana, Colombia, and author of several publications. Board of Directors Experience: ISA, Financiera de Desarrollo Nacional and ISAGEN.
75 Second Seat Principal Carlos Fernando Eraso Calero Vice-Minister of Energy Education Degree in civil engineering from Universidad de los Andes, with specialization in Economics. Masters in Economics from University of New York, with a specialization in Applied Economic Analysis. Professional experience Assistant Director of Infrastructure and Energy in the National Planning Department. Executive Director of the Energy and Gas Regulation Commission (CREG).
76 Second Seat Alternate Orlando Cabrales Segovia Education Degree in Law from the Pontificia Universidad Javeriana. Master's in Philosophy, Boston College. Professional experience Vice-Minister of Energy of the Ministry of Mines and Energy. President of the National Hydrocarbon Agency. Legal Affairs Vice-President for Latin America, Legal Director, Senior Lawyer, Executive Advisor of the Presidency and Political Analyst of BP Energy Company Colombia. Legal Advisor for Ecopetrol. Board of Directors Experience: Malterías de Colombia, Aluminios Reynolds S.A., Astilleros Vikingos S.A., Oleoducto Central S.A. (OCENSA), Corporación Excelencia en la Justicia, Casa Editorial El Tiempo, ISA and ISAGEN.
77 Third Seat Principal Juan Carlos Esguerra Portocarrero Education Law Degree from the Javeriana University, Graduate Certificate in Socioeconomic Sciences from the Javeriana University, Master of Law from Cornell University. Professional experience Minister of the Interior and Justice. Ambassador of Colombia to the United States of America. National Defense Minister. Associate Judge of Colombia's Constitutional Court and Council of State. Delegate to the National Assembly. Ad Hoc Judge for the Inter-American Court of Human Rights. Vice Minister and General Secretary of Communications. Professor for the Law departments of various universities. Registered member of the Colombian Academy of Jurisprudence. Partner at the firm Esguerra Barrera Arriaga. Board of Directors Experience: Mapfre Seguros Generales de Colombia, Mapfre Colombia Vida Seguros, Chubb de Colombia Compañía de Seguros, Instituto Nacional de Radio y Televisión, Empresa Nacional de Telecomunicaciones S.A. and ISAGEN.
78 Third Seat Alternate Luz Helena Sarmiento Villamizar Education Bachelor's Degree in Geology from the Universidad Industrial de Santander, Graduate Certificate in Conflict Resolution from Universidad Javeriana, Master's Degree in Environmental Assessment and Management from Universidad Sergio Arboleda, Master's Degree in Development Management and Practice from Universidad de los Andes, and Graduate Certificate in Disaster Relief and Prevention from the Universidad Sergio Arboleda. Professional experience Minister of the Environment and Sustainable Development. General Director of the National Authorities of Environmental Licenses (ANLA). Director of the Ministry of the Environment, Housing and Territorial Development. Socio-environmental consultant at the Inter-American Development Bank (IDB). Head of the Coal Division of Cerrejón. Director of External Relations for Ecopetrol. Occupational Health Manager for Termo Santander.
79 Fourth Seat Principal Luis Ernesto Mejía Castro Education Law Degree from the Universidad San Buenaventura de Cali and Enrolled in the Master of Business Administration Program at the ICESI, Cali Professional experience Former Vice Presidential Candidate of Colombia. Minister of Mines and Energy. Vice Minister of Hydrocarbons and Mines. Chief Executive Officer, Administrative Vice-President, Director of Sales and Finance at MAC. Consultant. Board of Directors Experience: Ecopetrol, Ecogas, Coéxito, Smurfit Kappa Cartón de Colombia, ISA, Fundación WWB Colombia, Mac Johnson Controls Colombia, Tecnoquímicas, Carvajal, Promigas and ISAGEN.
80 Fourth Seat Alternate Jorge Humberto Botero Angulo Education Law Degree from the University of Antioquia. Professional experience Executive President of FASECOLDA. Executive Director of the World Bank Group. Minister of Commerce, Industry and Tourism. President of ASOBANCARIA. Founder and President of ASOFONDOS. President of Banco Cafetero. Legal Secretary to the President of the Republic. Legal Affairs Vice President of the Asociación Nacional de Industriales (ANDI). Advisor to the Board of Directors of Banco Davivienda. Advisor to the Steering Committee of the Excelencia de la Justicia Corporation. Board of Directors Experience: Banco Cafetero, Banco de Colombia, Corporación de Ahorro y Vivienda Colmena, Bancoldex, Instituto de Fomento Industrial, Proexport, Empresa de Energía de Bogotá, Empresas Públicas de Medellín, Empresa de Telecomunicaciones de Bogotá, Compas, Operadores Portuarios, CPKP and ISAGEN.
81 Fifth Seat Principal Jesús Arturo Aristizábal Guevara Education Degree in Civil Engineering from the Universidad Nacional de Colombia. Professional experience Medellín's Deputy Mayor for Housing, Mobility Infrastructure and Sustainability. Acting Mayor of Medellín. Director of the Administrative Planning Department of Medellín. Director of Energy for Empresas Públicas de Medellín. Director of Energy Generation, Administrative Manager, Assistant and Acting CEO of Empresas Públicas de Medellín (EPM). Acting General Director of the Medellín Metro. CEO of Empresa Antioqueña de Energía (EADE), Empresas Varias de Medellín, Corporación Forestal de Antioquia, and Fondo Prestacional de Antioquia. Administrative and Service Director of the Medellín Metro. Secretary of Government and Public Works for the Department of Antioquia. President of the Universidad de Antioquia and the Politécnico Colombiano. Jaime Isaza Cadavid. Acting Director of Departmental Improvements in Antioquia. General Director of CORPAUL. Member of the Medellín City Council. Board of Directors Experience: ISA, Hidroeléctrica Ituango, miembro del Consejo Directivo del ITM and ISAGEN.
82 Fifth Seat Alternate Tatyana Aristizábal Londoño Education Business Administration from the Universidad EAFIT. Professional experience Vice-Chair of Finance at Almacenes Éxito. Chief Financial Officer, Manager of the Financial Planning Department and Planning Analyst at EPM. Board of Directors Experience: Protección, Fundación Fraternidad Medellín, Fundación Éxito, Distribuidora de Electricidad del Sur, EPM, Almacenes Éxito, Carulla, DECA II, Centrales Eléctricas del Norte de Santander and Grupo Malco.
First Seat - Primary Carolina Soto Losada Viceminister General - Ministry of Finance and Public Credit Bachelor's in Economics from Universidad de los Andes, Master's Degree in Economics from Universidad
November 26, 2014 Agenda 1. Verification of the quorum and approval of the agenda. 2. Election of the Meeting's Chair. 3. Election of the committee to approve the Minutes. 4. Election of the Board of Directors.
FIRST SEAT CAROLINA SOTO LOSADA Public Credit and National Treasury General Vice-Minister General Bachelors in Economics, Universidad de los Andes. Master's in Economics, Universidad de los Andes. Master's
First Seat - Primary VICE-MINISTER OF FINANCE AND PUBLIC CREDIT Carolina Soto Losada Degree in Economics from Los Andes University. Masters of Economics, Universidad de los Andes. Master in Public Administration
Zero Carbon Event Holding events (meetings, conferences, forums, etc.) where people from different regions of the country or foreigners participate generates greenhouse gas emissions due to multiple activities.
ALEJANDRO GAVIRIA URIBE Civil engineer, Escuela de Ingeniería de Antioquia. Ph.D. in Economics, University of California. M.S. in Economics, Universidad de Los Andes. Dean of the School of Economics, Universidad
FIRST SE AT GERMÁN A RCE Z AP AT A Public Credit and National Treasury General Vice-Minister. Degree in Economics from Los Andes University. Graduate level professor at Los Andes University. 18 years of
RESUMES MINISTRY OF MINES AND ENERGY MINISTER: TOMÁS GONZALEZ ESTRADA Economist from the Universidad de los Andes with MSC and PhD Degrees in Economics from the University of London. He currently holds
PROPOSITION SPECIAL SHAREHOLDER S MEETING ITEM 3 OF AGENDA ELECTION OF THE BOARD OF DIRECTORS Main Members Minister of Mines and Energy Vice-Minister General Director General of Public Credit and National
RESUMES ISA BOARD OF DIRECTORS P R I N C I P A L S U P L E N T E 1 2 MINISTERIO DE MINAS Y ENERGIA MINISTRO Doctor Tomás González Estrada MINISTERIO DE HACIENDA Y CRÉDITO PÚBLICO VICEMINISTRA GENERAL Doctora
1 Empresas Públicas de Medellín Emerging Markets Corporate Conference Miami, March of 2010 Disclaimer 2 This document was prepared by EPM with the purpose of providing interested parties certain financial
RESUME SUMMARY EXECUTIVES - COLOMBIAN SECURITIES EXCHANGE (BVC) JUAN PABLO CÓRDOBA GARCÉS: CEO Joined the BVC on March 14, 2005 Director at the Fondo de Garantías de Instituciones Financieras (Financial
GRUPO AVAL ACCIONES Y VALORES S.A. BOARD OF DIRECTORS The board of directors of Grupo Aval is composed of seven principal members and seven alternate members, each of whom serves a one-year term and may
DATE: November 10, 2015 SUMMARY ONLINE AND TELECONFERENCE RESULTS PRESENTATION SEPTEMBER 2015 Good morning to everyone joining this teleconference. The idea is present you with the results of the third
QUESTIONS AND ANSWERS DATE: ONLINE AND TELECONFERENCE RESULTS PRESENTATION THIRD QUARTER 2015 1. My questions are related to two topics: The first was partially answered by what Mr. Rico said at the end
GRUPO AVAL ACCIONES Y VALORES S.A. BOARD OF DIRECTORS The board of directors of Grupo Aval is composed of seven principal members and seven alternate members, each of whom serves a one-year term and may
BEST CORPORATE PRACTICES IMPLEMENTATION REPORT ISSUER'S COMPANY NAME PRINCIPAL REGISTERED AGENT CARLOS ARTURO LONDOÑO GUTIÉRREZ REGISTERED AGENT DESIGNATED TO SUBMIT THE IMPLEMENTATION REPORT ANDREA STIEFKEN
GRUPO AVAL ACCIONES Y VALORES S.A. BOARD OF DIRECTORS The board of directors of Grupo Aval is composed of seven principal members and seven alternate members, each of whom serves a one-year term and may
RICHARD: Welcome to the third quarter 2013 Endesa Colombia results conference call. My name is Richard and I will be your operator for today s call. At this time all participants are in a listen-only mode.
Corporate Governance Code for Shareholding Companies Listed on the Amman Stock Exchange CONTENTS Topic Page Preamble 3 Chapter One: Definitions 5 Chapter Two: The Board of Directors of the Shareholding
CHESAPEAKE ENERGY CORPORATION CORPORATE GOVERNANCE PRINCIPLES (Amended as of June 13, 2014) 1. The Role of the Board of Directors The Board of Directors is responsible for the oversight of the Corporation
contents REPORT PRESENTATION 5 Composition of the Board of Directors in 2012 6 Message from management 7 features 14 features 15 creation process 16 THE COMPANY 20 We are ISAGEN 21 Our higher purpose 22
Corporate Governance Guidelines Fuji Heavy Industries Ltd. Chapter 1. General Provisions Article 1. Purpose These guidelines set out the basic policy, framework and operating policy of the corporate governance
Boards of Directors March 12, 2012 and March 22, 2012 Reappointment and appointment of Company Directors: Summary of his career REAPPOINTMENT AND APPOINTMENT OF COMPANY DIRECTORS. (Item Five on the Agenda
CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES Approved by the Board on December 12, 2012, as amended on March 6, 2013 and September 3, 2014 The following Corporate Governance Guidelines have been
Article 1- ESTABLISHMENT ARTICLES OF INCORPORATION OF HSBC BANK ANONİM ŞİRKETİ PART ONE PROVISIONS AS TO ESTABLISHMENT A joint stock company was established by and between the incorporators whose names/surnames
PRIVATIZATION, COMPETITIVE NEUTRALITY AND SOEs IN COLOMBIA Pablo Márquez Deputy Superintendent for Competition Historical Background Source: Estrategia de Gestión de Activos del Estado Colombiano. Ministry
CONSOLIDATED TEXT OF ARTICLES OF ASSOCIATION OF CYFROWY POLSAT SPÓŁKA AKCYJNA SEATED IN WARSAW (consolidated text with amendments implemented on January 16, 2015, adopted by the Supervisory Board in resolution
Corporate governance principles and review As a Norwegian public limited liability company, Algeta is subject to the regulation of the Public Limited Liability Companies Act of 1997, as amended (the Act
CODE OF GOVERNANCE BB SEGURIDADE PARTICIPAÇÕES S.A. 2/22/2013 1. INTRODUCTION 1.1 Corporate Governance is a concept of organizational management covering matters involving the controlling and management
LEGISLATIVE ASSEMBLY LAW No. 45 (Of August 4, 2004) That establishes a regime of incentives for the promotion of hydroelectric generation systems and other new, renewable and clean resources, and other
Information on the proposed changes in the Company Statutes submitted by the shareholder, the State Treasury On 3 June 2015 the Company received a letter from the shareholder, the State Treasury, in which,
Rolls Royce s Corporate Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS ROYCE HOLDINGS PLC ON 16 JANUARY 2015 Contents INTRODUCTION 2 THE BOARD 3 ROLE OF THE BOARD 5 TERMS OF REFERENCE OF THE NOMINATIONS
CONFERENCE CALL SCRIPT CEMENTOS ARGOS FIRST QUARTER RESULTS 2009 Good morning, this is Jose Velez, CEO of Cementos Argos. I am joined by Mr. Ricardo Sierra, CFO and Maria Clara Aristizabal, Assistant to
Quarterly Results July-September 2013 WELCOME Promigas: An organization committed to energy and progress Develops energy markets in Colombia and Peru, both directly and through shareholdings in 14 companies.
PRESS RELEASE BROOKFIELD RENEWABLE ANNOUNCES 7% DISTRIBUTION INCREASE AND FOURTH QUARTER RESULTS Distribution increased from $1.66 to $1.78 per share BROOKFIELD, News, February 4, 2016 Brookfield Renewable
FANNIE MAE CORPORATE GOVERNANCE GUIDELINES 1. The Roles and Responsibilities of the Board and Management On September 6, 2008, the Director of the Federal Housing Finance Authority, or FHFA, our safety
4 Management Report Second Half 2013 Chapter 1 Our Bank 5 We have a solid track record of 143 years supporting the growth of the country and the region Through our Corporate Governance and Internal Control
Note: This is a translation of the Japanese language original for convenience purposes only, and in the event of any discrepancy, the Japanese language original shall prevail. Corporate Governance Policy
Company Laws The Companies Law is the principal body of legislation governing companies. Saudi company law recognizes eight forms of companies. The most common forms are limited liability companies (LLC),
BOARD MANDATE 1.0 Introduction The Board of Directors (the "Board") of Baja Mining Corp. (the "Company") is responsible for the stewardship of the Company and management of its business and affairs. The
GRUPO ARGOS September 30, 2013 3Q Report BVC: GRUPOARGOS, PFGRUPOARG EXECUTIVE SUMMARY For the first 9 months of 2013, revenues for consolidated Grupo Argos up to COP$ 5.6 trillion (US$ 3 billions), an
COMMENTS AND ANALYSIS BY THE ADMINISTRATION ON THE OPERATIONAL RESULTS AND FINANCIAL SITUATION OF THE COMPANY AT THE CLOSE OF THE FIRST QUARTER 2012 (FIGURES IN MILLIONS OF PESOS) Million MXP: Millions
CURRICULUM VITAE PERSONAL DATA NAME and FAMILY STATUS: Carlos Gascó Travesedo, married, two children NATIONALITY: Spanish DATE OF BIRTH: 8 February, 1970 Phone #: +34 683 608 713 Email: email@example.com
Minutes of the annual General meeting of Shareholders of Joint-Stock Company "Kazkommertsbank" The location of the Bank in Almaty, Gagarin Ave 135 J. Place of holding the meeting in Almaty, Gagarin Ave
6 Management Report First Half 2013 Jorge Borda Anjel La Cabrera Customer Branch Bogota D.C. Chapter 1 Our Bank 7 We are there at the most important moments of our customers lives. We have designed a comprehensive
Corporate Governance Regulations Contents Part 1: Preliminary Provisions Article 1: Preamble... Article 2: Definitions... Part 2: Rights of Shareholders and the General Assembly Article 3: General Rights
Non-official translation STATUTES OF THE MAGYAR NEMZETI BANK CONSOLIDATED WITH CHANGES Chapter 1 COMPANY DATA 1.1 Name of the company: Magyar Nemzeti Bank (hereinafter referred to as MNB ) In accordance
United Arab Emirates Afridi & Angell Amjad Ali Khan BASIC INFORMATION ON THE TYPES OF LIMITED LIABILITY COMPANIES AND ON THE RIGHTS OF SHAREHOLDERS 1. What types of companies enjoy limited liability? If
SOCIETE GENERALE A French limited liability company with share capital of EUR 542 691 448,75 Head office: 29, boulevard Haussmann 75009 Paris 552 120 222 R.C.S. Paris NOTICE OF JOINT SHAREHOLDERS MEETING
CONSOLIDATED TEXT OF ARTICLES OF ASSOCIATION OF CYFROWY POLSAT SPÓŁKA AKCYJNA SEATED IN WARSAW (consolidated text with amendments implemented on June 5, 2012, adopted by the resolution no 07/05/06/2012
ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES These Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Advanced Drainage Systems, Inc. (the Company
Overview Restaurant Brands International Inc. A corporation continued under the laws of Canada Audit Committee Charter Originally adopted December 11, 2014 Amended October 30, 2015 This Charter identifies
Empresa de Energía de Bogotá - EEB A Regional Leader in the Energy Sector EEB Overview Wide energy Portfolio: Network and Services Shareholders: Bogotá D.C. 76.28%, Ecopetrol 6.87%, Corficolombiana 3.56%,
(as amended on May 26, 2010) Government Commission German Corporate Governance Code 1. Foreword 1 This German Corporate Governance Code (the "Code") presents essential statutory regulations for the management
BYLAWS OF ENERSIS CHILE S. A. CHAPTER ONE Name, Domicile, Duration and Objects Article 1: A corporation is hereby established that shall be called "Enersis Chile S.A.", (the "Company") governed by these
PALACIO JOUVE & GARCIA, ABOGADOS NIT: 830.004.006-3 Lawyer s Office legally constituted on March 31/1,995, under Public register number 547 in public notary of Bogotá D.C., also registered in the Chamber
MediaTek Inc. Article of Incorporation Date: June 12, 2015 Approved by the Annual General Shareholders Meeting 2015 Section One General Provisions Article 1 The Company shall be incorporated as a company
Stolt-Nielsen Limited Relevant Legislation and Codes of Practice for Corporate Governance Stolt-Nielsen Limited s ( SNL or the Company ) Corporate Governance addresses the interaction between SNL s shareholders,
BHF Kleinwort Benson Group SA Public limited liability company Avenue Louise 326 1050 Brussels RLE n 0866.015.010 Corporate Governance Charter Last amended as of 24 March 2015 Contents 1 Board of Directors...
1 ALMACENES ÉXITO S.A. GENERAL SHAREHOLDERS MEETING BYLAWS Notwithstanding the compliance with the legal and statutory norms related to the General Shareholders Meeting, the document hereby complements
Principles of Corporate Governance Johnson & Johnson is governed by the values set forth in Our Credo, created by General Robert Wood Johnson in 1943. These values have guided us for many years and will
Corporate Governance Policies and Procedures Compendium. Inversiones Aguas Metropolitanas S.A December 2015 1 A. GENERAL ASPECTS. As part of the implementation of good corporate governance standards, and
Corporate governance Corporate governance at the Moelven Group is based on the current Norwegian recommendation for corporate governance of October 2014. The recommendation has not been changed in 2015,
STANDARD CODED STATISTICAL RECORD CAP S.A. Consolidated Thousands of US dollars Date 31-03-1998 Date of document Nº Notes 30-4-98 28 Nº Regist. 0131 Accountant CIIU 810 371 230 331 PATRICIO VALDIVIA MUÑOZ
Resolution No. 1/2007 The shareholder Mr. Andrzej Leganowicz is hereby elected Chairman of the General Meeting and the shareholder Włodzimierz Jędrych is hereby elected Deputy Chairman of the General Meeting.
RAMIRO SÁNCHEZ DE LERÍN GARCÍA-OVIÉS General Secretary and Secretary to the Board of Directors TELEFÓNICA, S.A. TELEFÓNICA, S.A., as provided in article 82 of the Spanish Stock Market Act (Ley del Mercado
THE CORPORATE GOVERNANCE PRINCIPLES DECLARATION Pursuant to CMB s (Capital Market Board) decree with the number of 48/1588 on 10.12.2004, it has been deemed appropriate for the companies having transactions
SUN LIFE FINANCIAL INC. CHARTER OF THE BOARD OF DIRECTORS This Charter sets out: 1. The duties and responsibilities of the Board of Directors (the Board ); 2. The position description for Directors; 3.
CORPORATE GOVERNANCE Brunel International s understanding of corporate governance is based on applicable laws, the rules and regulations applicable to companies listed on the NYSE Euronext Amsterdam stock
1 INTRODUCTION MORUMBI RESOURCES LTD. CORPORATE GOVERNANCE GUIDELINES 1.1 The Board of Directors (the Board ) of Morumbi Resources Ltd. ( Morumbi ) is committed to adhering to the highest possible standards
CONSTRUCCIONES Y AUXILIAR DE FERROCARRILES, S.A. (CAF) PROPOSALS OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL SHAREHOLDERS' MEETING TO BE HELD ON 11 OR 12 JUNE 2016, ON THE FIRST AND SECOND CALL RESPECTIVELY
Numbered 2010/11 Prime Ministry Circular about Istanbul International Finance Center Administrative Structure was published in the Official Gazette dated May 1, 2010 and numbered 27568. UNOFFICIAL TRANSLATION
Corporate Governance Guidelines A. Introduction The Board of Directors (the Board ) of (the Company ) has adopted these corporate governance guidelines to provide a framework within which the Board may
WSP GLOBAL INC. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES MARCH 2015 TABLE OF CONTENTS 3 WSP GLOBAL INC. 3 INTRODUCTION 3 A.BOARD RESPONSIBILITIES 3 B. EXPECTATIONS OF DIRECTORS 4 C. BOARD ORGANIZATION
Regulations of the Audit and Compliance Committee of Gamesa Corporación Tecnológica, S.A. (Consolidated text approved by the Board of Directors on March 24, 2015) INDEX CHAPTER I. INTRODUCTION... 3 Article
DIRECTORS REPORT ON THE PROPOSALS ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS (15 th April 2015 SINGLE CALL) Report on item 3 on the agenda and the relative resolution submitted Proposal
GFNORTE 4Q13 Results Conference Call January 31 st, 2014. Material Events Grupo Financiero Banorte advanced the payment of ordinary dividends corresponding to the first semester of 2014. The Ordinary General
Ministry of Social Protection Republic of Colombia General Human Resources Analysis and Policy Unit Luis Carlos Ortiz M., Hernando Cubides Z. March, 2009 HUMAN RESOURCES FOR HEALTH REGIONAL GOALS COLOMBIA
We take each step of your project with you. Grupo Bancolombia has all its resources and support at your disposal at each stage of your infrastructure project. Introduction For Grupo Bancolombia, the commitment
INVESTOR S GUIDE 2 Investing safely and reliably Shortcuts Step by step to invest Collective Portfolios New tool for stock purchase Training courses for isa s shareholders General Information for Inquiries
Cantv Overview Presentation to the Investor Community February, 2006 1 Compañía Anónima Nacional Teléfonos de Venezuela (CANTV) The leading telecommunications services provider in Venezuela and the country
The Rubicon Project, Inc. Corporate Governance Guidelines These Corporate Governance Guidelines reflect the corporate governance practices established by the Board of Directors (the Board ) of The Rubicon
BANCOLOMBIA S.A. (NYSE: CIB; BVC: BCOLOMBIA, PFBCOLOM) REPORTS CONSOLIDATED NET INCOME OF COP 1,879 BILLION FOR 2014, AN INCREASE OF 24% COMPARED TO 2013. Operating income increased 23.8% during 2014 and
THE GROUP S CODE OF CORPORATE GOVERNANCE REVISED SEPTEMBER 2012 CONTENTS INTRODUCTION..... p. 4 A) RULES OF OPERATION OF UNIPOL GRUPPO FINANZIARIO S.p.A. s MANAGEMENT BODIES....... p. 6 A.1 BOARD OF DIRECTORS....
SOLCO LIMITED ACN 084 656 691 SUPPLEMENTARY PROSPECTUS IMPORTANT INFORMATION This is a supplementary prospectus (Supplementary Prospectus) intended to be read with the prospectus dated 25 November 2014