1 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 RODRÍGUEZ REPORTING PERIOD 2015 REPORT DATE JANUARY 29, 2015
2 Page 2 INTRODUCTION Implementation of the new Colombian Code of Best Business Practices recommendations must be reported by issuers to the Financial Superintendence of Colombia (SFC, for the Spanish original) through this Best Business Practices Implementation Report. The goal of this report is to inform the securities market of the implementation, or lack thereof, of the Code's recommendations by each issuer. To that effect, each recommendation is followed by three boxes to be checked YES, NO, and N/A, as well as a space to complement the answer as follows: If the answer is affirmative, the issuer must briefly describe how it carried out the implementation. If the answer is negative, the issuer must explain the reasons why it did not comply. N/A. may only be given as an answer by an issuer that is prevented from adopting the recommendation for legal reasons. In that case, it must specify the standard that prevents implementation. Since some recommendations include a series of specific aspects, it should be noted that said recommendations will be considered implemented if they comply with all aspects comprising these, except if the reason for failing to adopt any of them is of a legal nature, in which case it must be indicated. Each recommendation has a box to indicate the date on which the issuer implemented it for the first time. In addition, there is a box to record the dates of amendments. Lastly, when because of its composition the issuer does not have the specific entity described in the recommendation, it shall be understood that it refers to the entity within the organization that is equal to it or fulfills its functions.
3 Page 3 I. SHAREHOLDERS RIGHTS AND FAIR TREATMENT Measure 1: Principle of Equal Treatment The Company provides equal treatment to all shareholders, who within the same share class are under the same terms, without this implying that some shareholders have access to privileged information and others do not. 1.1 Implements the Measure YES X NO N/A The Corporate Bylaws, the Corporate Governance Code, and the Rules of Procedure for the General Meeting of Shareholders describe the measures that ensure equal treatment of all shareholders. Valorem recognizes the fundamental principle that all shareholders have the same rights and duties, and consequently, must receive fair treatment s The Board of Directors has approved a specific procedure that defines the Company's practices in relating to shareholders of different conditions in matters such as: access to information, resolving information requests, communication channels, interactions between shareholders and the Company, its Board of Directors and other Administrators. 1.2 Implements the Measure YES X NO N/A When the Board of Directors approved the Company's Corporate Governance Code, it regulated the various practices of relating with shareholders such as: communication channels at their disposal to request and obtain information, exercising the right of inspection, and others.
4 Page s Measure 2: Information on stock 2.1. On its website, the Company provides the public clear, accurate and true information about the different share classes issued by the Company, the number of shares issued for each class, and the number of shares on reserve, as well as the rights and duties inherent to each kind of share. 2.1 Implements the Measure YES X NO N/A Valorem has a section called "Investor Relations" on its website that reports on the number and class of shares issued. In addition, shareholders have access to documents that contain this information s Measure 3: No stock dilution Any transactions that can result in a dilution of capital for minority shareholders (as in an increase of capital disapplying preemptive rights, a merger, spin-off or division, etc.), will require the Company to provide shareholders with a detailed report from the Board of Directors and a recommendation regarding the transaction from an outside independent consultant of recognized standing (fairness opinion), named by the Board of Directors. These reports are available to shareholders prior to the Meeting within the terms to exercise the right of inspection. 3.1 Implements the Measure YES X NO N/A
5 Page 5 Yes, although in 2015, Valorem did not increase its subscribed capital and did not engage in any mergers, spin-offs or divisions, the Company meets all the standards that regulate the issue, including the announcement, right of inspection, notification in widely-circulated media, approval by the competent body, etc. Always seeking to maintain shareholders informed about these kinds of transactions. For example, this recommendation was completed as part of the 2012 reorganization s Measure 4: Shareholder information and communication The Company has a corporate website in both Spanish and English, with a link to corporate governance or shareholders and investor relations or equivalent that includes financial and non-financial information under the terms proposed by recommendations 32.3 and 33.3, which will never disclose confidential information about the company or pertaining to industrial secrets, or information that may be used to the detriment of society if disseminated. 4.1 Implements the Measure YES NO X N/A Valorem has a website in both Spanish and English that meets most of the recommendations, with important links to financial information, Corporate Governance, the investment portfolio, and other useful information for shareholders and investors. It does not include confidential information, industrial secrets, etc.
6 Page 6 s 4.2. The Company has access and use mechanisms aimed exclusively at shareholders, including a link on the website accessible only to shareholders, a shareholder services and investor relations office and regular informational meetings where shareholders can express their opinions, voice their concerns and make suggestions about the Company's endeavors, or anything pertaining to their condition as shareholders. 4.2 Implements the Measure YES X NO N/A Valorem has mechanisms for directly and regularly interacting with its shareholders and investors at the Shareholder Services Office and Investor Service Office. Moreover, the website has a Shareholders Zone, an exclusive link for them to access information, place requests and express their opinions s The Company hosts quarterly results presentation events for its shareholders and market analysts that can be attended in person or remotely via teleconferences (conference, videoconference, etc.). 4.3 Implements the Measure YES NO X N/A
7 Page 7 No events to report Company results have been organized to date. They are included in the new communications policy approved by the Board of Directors in December 2015, and they will commence when the administration deems necessary. NA. Specify the regulations that prevent adopting the recommendation: s 4.4. The Company organizes or participates in presentations, events and fixed income forums primarily focusing on those investing in debt instruments and market analysts, which update the issuer s business indicators, liabilities management, financial policies, ratings, and performance in regards to covenants, etc. 4.4 Implements the Measure YES NO X N/A At this time, Valorem is not planning to participate in or organize these types of events. s 4.5. The Company Bylaws stipulate that a shareholder or group of shareholders that represents at least five percent (5%) of the capital may request Special Audits on matters other than those audited by the Company's Statutory Auditor. Based on its capital structure, the Company may determine a percentage less than five percent (5%). 4.5 Implements the Measure YES NO X N/A
8 Page 8 The Corporate Governance Code stipulates that these types of audits require the shareholder or shareholders to represent ten percent (10%) of the capital. s 4.6. To exercise this right, the company has a written procedure with the provisions of recommendation Implements the Measure YES X NO N/A Valorem's Corporate Governance Code includes a written procedure that allows any shareholder representing ten percent (10%) of the share capital to request special audits of specific company aspects, at his or her own expense and responsibility. To that end, the shareholder shall present a written request to the Board of Directors through the registered agent. The request must include at least the minimum indicated on the Corporate Governance Code. The Board of Directors will examine and assess the request, and if it decides it is relevant, it will select one of the proposed firms and hire its services. Each special audit shall be conducted within a period of two (2) months, which may be extended for another two months, and its final report will be presented to the Audit Committee and Board of Directors, along with explanations provided by Company administration. After the Board of Directors, the reports will be submitted to the representative of the petitioning shareholders.
9 Page s Measure 5: Administrative actions in view of exchange transactions or company takeover Members of the Board of Directors and Senior Management have expressly accepted in the Acceptance Letters or agreements that upon notification of a Takeover Bid (TOB) or other relevant transactions like mergers or spin-offs, there shall be periods during which they agree to not directly or indirectly trade Company shares through an intermediary. 5.1 Implements the Measure YES NO N/A X N/A. Specify the regulations that prevent adopting the recommendation: This provision contradicts Article 404 of the Code of Commerce which prevents administrators from buying and selling Company shares while performing the duties of their job position, except for transactions unrelated to speculation, which would require authorization from the Board of Directors or General Meeting of Shareholders, with the possibility of imposing sanctions for any misconduct. This is also stipulated in Article 57 of the Corporate Governance Code. Therefore, anytime an administrator wishes to directly or indirectly trade Company stock, he or she must obtain authorization from the Board of Directors, with all of the legal requirements. s Measure 6: Listing of companies included in Conglomerates Notwithstanding the independence of each individual company in the Conglomerate, and the responsibilities of their administrative bodies, said Conglomerate has an organizational structure that defines the administrative bodies and key positions for the three (3) levels of government: General Meeting of Shareholders, Board of Directors and Senior Management. It also defines relations among these; is public, clear and transparent; and establishes clear lines of responsibility and communication, while facilitating strategic guidance, supervision, oversight and effective management of the Conglomerate.
10 Page Implements the Measure YES NO X N/A Grupo Valorem has not defined its organizational structure in this way. The parent company takes part in the strategic guidance, general policies, guidelines, supervision and oversight of its subsidiaries in the General Meeting of Shareholders, Boards of Directors and Committees, with the aim of transferring best business practices from both a financial and non-financial perspective, always maintaining a balance between the interests of the parent company and its subsidiaries, as well as the Group in general. s 6.2. The Parent Company and its most important subsidiaries have defined a frame of reference for institutional relations by signing a public agreement approved by the Board of Directors of each company that governs the issues described in recommendation Implements the Measure YES NO X N/A Valorem and its most important subsidiaries have a Policy on Doing Business with Related Parties, approved by their respective Boards of Directors, which addresses the points indicated in recommendation 6.2.
11 Page 11 s Measure 7: Dispute resolution Except in the case of disputes among shareholders or between shareholders and the company or its Board of Directors, which because of their legal character must be resolved by ordinary jurisdiction, the Company Bylaws include conflict resolution mechanisms such as direct agreement, amicable settlement, conciliation, and arbitration Implements the Measure YES X NO N/A Article 97of the Company Bylaws establishes conflict resolution mechanisms. Any differences that arise among shareholders or between them and the Company or its administrators will be resolved by direct settlements between the parties. If a definitive solution to the dispute is not achieved after a period of time, the dispute shall be subject to rulings in a Court of Arbitration s
12 Page 12 Measure 8: Functions and Competence. I. General Meeting of Shareholders 8.1. In addition to other functions attributed to the General Meeting of Shareholders by the legal framework, the Bylaws expressly describe the functions of the General Meeting of Shareholders found in recommendation 8.1., and emphasize that they are exclusive and cannot be delegated. 8.1 Implements the Measure YES NO X N/A Article 48 c) of the Valorem Bylaws expressly states that the General Meeting of Shareholders must approve the Board of Directors remuneration. However, the Company does not have a remuneration policy with a variable component and does not address the matter of succession. The acquisition, sale or taxing of the Company's strategic assets does not require approval by the General Meeting of Shareholders, but they must be reported to the market when they are approved by the Board of Directors, and when the transaction is carried out according to the relevant information report. Regarding approval of an irregular Company spin-off, Law 222 / 1995 states that said spin-off must be approved by the General Meeting of Shareholders. s Measure 9: Rules of Procedure for the General Meeting of Shareholders 9.1. The Company has Rules of Procedure for the General Meeting of Shareholders. These govern all matters pertaining to the Meeting including: announcing the meetings, preparing information for shareholders, attendance, conducting the Meeting and exercising shareholder rights. This is to ensure that shareholders are perfectly informed about the Meeting and how it will be conducted. 9.1 Implements the Measure YES X NO N/A
13 Page 13 There are Rules of Procedure for the General Meeting of Shareholders that govern all the matters related with said Meeting such as the announcing the meeting, conducting the meeting, attendance and representation, and others s Measure 10: Announcement of Meeting In order to help shareholders exercise their right of information, the Bylaws stipulate that the General Meeting of Shareholders must be announced at least thirty (30) calendar days in advance, and that extraordinary meetings must be announced at least fifteen (15) calendar days in advance. The aforementioned notwithstanding legal terms established for corporate reorganizations such as mergers, spin-offs or transformations Implements the Measure YES NO X N/A While the bylaws do not include this deadline, in practice the General Meeting of Shareholders is usually, and as much as possible, well before it is required by law or by the Company Bylaws. s
14 Page In addition to the traditional and mandatory mediums included in the legal framework, the Company ensures maximum disclosure and publicity of the Meeting announcement through the use of electronic media, including the corporate website, alerts via individual s, and if deemed appropriate, through social media Implements the Measure YES X NO N/A Valorem publishes the announcement of meeting and the meeting agenda in two (2) widely circulated local newspapers and on and it also reports it as relevant information s To increase transparency in the decision-making process during the General Meeting of Shareholders, the Company not only provides the Meeting Agenda with a point-by-point list of the topics to be reviewed, at the same time as the Meeting announcement or at least fifteen (15) calendar days prior to the Meeting, it also makes the Proposals Agreed and to be presented at the Meeting for each point by the Board of Directors available to shareholders Implements the Measure YES X NO N/A In the case of General Meeting of Shareholders in which the Board of Directors presents proposals to the Meeting, as in the case of management reports, profit distribution proposals and spinoffs, the Company has made these documents available to shareholders within the terms of the Meeting announcement, either in the right to inspection, on the website or on the exclusive shareholders link.
15 Page 15 NA. Specify the regulations that prevent adopting the recommendation: s Spin-offs can only be analyzed and approved by the General Meeting of Shareholders if the point was expressly included in the respective Meeting announcement Implements the Measure YES X NO N/A Pursuant to Valorem Bylaws and its Corporate Governance Code, any cases of mergers or spin-offs are always included in the meeting agenda published in the Meeting announcement s The agenda proposed by the Board of Directors accurately lists the content of the topics to be discussed, so that nothing of importance is concealed or disguised under inaccurate, generic or imprecise statements such as other or comments and suggestions Implements the Measure YES X NO N/A The Rules of Procedure for the General Meeting of Shareholders stipulate that the meeting agenda must be clear and adequately detailed so that shareholders may have full knowledge of the topics to be addressed. Thus all the points on the meeting agenda to be addressed during any General Meeting of Shareholders, either ordinary or extraordinary, are listed on the meeting
16 Page 16 agenda that is published in two widelycirculated local newspapers s In the case of Bylaw amendments, each article or group of articles that are substantially independent are voted on separately. In any case, if a shareholder or group of shareholders representing at least five (5%) of the share capital makes the request, separate votes will be held for articles as needed. Shareholders are notified ahead of time of this right Implements the Measure YES NO X N/A Bylaw amendments include a detailed explanation of the amendments to the shareholders, and they are subsequently submitted for their approval. Valorem does not have a procedure to vote separately on each Article during the General Meeting of Shareholders. s Notwithstanding the provisions of Article 182 of the Code of Commerce, and in order to reinforce and guarantee right of inspection and information to shareholders prior to the Meeting, the Bylaws recognize the right of shareholders, regardless of their percentage holdings in the Company, to propose one or more points to be debated in the Agenda of the General Meeting of Shareholders
17 Page 17 within a reasonable time, and provided the request for new points is justified with supporting documentation. Shareholder requests must be submitted within five (5) calendar days following publication of the notification Implements the Measure YES NO X N/A The Company complies with the provisions of Article 182 of the Code of Commerce, in which shareholders can make proposals during the General Meeting of Shareholders. Furthermore, the Corporate Governance Code expressly prohibits addressing matters other than those included in the announcement to Extraordinary General Meetings of Shareholders, except when 50% plus one of the shareholders present vote in favor. s If the request is dismissed by the Board of Directors, the Board must respond in writing to requests made by shareholders representing at least five (5%) percent of the share capital, or a lower percentage established by the Company, explaining the reasons that motivated its decision and informing shareholders of their right to present their proposals during the Meeting pursuant to the previously cited provisions of Article 182 of the Code of Commerce Implements the Measure YES X NO N/A The Company Bylaws and the Corporate Governance Code regulate the procedure followed by the Board of Directors to respond in writing, clearly indicating the reasons that motivated the decisions for their respective answers.
18 Page 18 NA. Specify the regulations that prevent adopting the recommendation: s If the Board of Directors accepts the request and the shareholders time to propose topics pursuant to the preceding recommendations has expired, the Company shall publish a supplement to the notification of General Meeting of Shareholders at least fifteen (15) calendar days prior to the meeting Implements the Measure YES NO X N/A The General Meeting of Shareholders may address topics that are not included in the meeting announcement after the meeting agenda has been covered if the majority of votes present agree to it, pursuant to Articles 182 and 425 of the Code of Commerce. s Within the same term as indicated in section shareholders may also submit new substantiated Proposals of Agreement on matters already included in the Agenda. For these requests, the Board of Directors shall act in a similar manner as described in sections 10.8 and Implements the Measure YES NO X N/A
19 Page 19 The General Meeting of Shareholders may address topics that are not included in the meeting announcement after the meeting agenda has been covered if the majority of votes present agree to it, pursuant to Articles 182 and 425 of the Code of Commerce. s The Company is obligated to use electronic communication means, primarily the corporate website with exclusive access for shareholders to provide them with the documents and information associated to each of the points on the Meeting agenda Implements the Measure YES X NO N/A The Rules of Procedure for the General Meeting of Shareholders stipulate that in as much as possible considering the information, within the same timing that it publishes the Meeting announcement, on the Company website zone dedicated exclusively to shareholders it will publish documentation necessary to inform shareholders of matters to be addressed at the meeting notwithstanding information that by legal mandate must be available to shareholders, exercising their right of inspection at Valorem offices s
20 Page The Company Bylaws recognize the shareholders right to request with sufficient notice any information or clarification deemed appropriate, using traditional channels and/or when applicable, using new technologies for that purpose, or to submit in writing any questions deemed necessary with regard to matters included in the Agenda, documentation received or regarding public information provided by the Company. In line with the Company s choice of when to announce the General Meeting of Shareholders, it will determine the period during which shareholders may exercise this right Implements the Measure YES X NO N/A The Company Bylaws stipulate that one of the Board of Directors functions is to review and respond in writing to any proposals presented by a plural number of shareholders that represent 5% of the shares at any time. Furthermore, the Corporate Governance Code states the right of shareholders to claim information within the limits established by Law, regardless of their holdings s The Company has made provisions that information requested may be denied if pursuant to internal procedures it is considered to be: i) unreasonable; ii) irrelevant to understand company progress or interests; iii) confidential, which includes privileged information in the scope of the securities market, industrial secrets, transactions for which the company substantially depends on secret negotiations, and iv) others which if disclosed could place the Company s competitiveness at an imminent and serious risk Implements the Measure YES X NO N/A The Company Bylaws and its Corporate Governance Code state that no information considered strategic to executing its business objectives will be submitted when a shareholder exercises its right of inspection. This extends to documents that describe industrial secrets or contain data that if disclosed could be used
21 Page 21 against the Company. The Company will not allow access to privileged information or information protected confidentiality agreements. s When the response to a shareholder can give them an advantage, the Company will ensure that the other shareholders simultaneously have access to said response, using mechanisms established for that purpose, and in the same terms Implements the Measure ES Y X NO N/A Article 25 of the Corporate Governance Code stipulates this, and additionally, it considers that if information that should not be public and may give a shareholder an unfair advantage is inadvertently shared, it must be published as soon as possible on the Company website, including the question and response s Measure 11: Representation Regulation.
22 Page Notwithstanding the limits set forth by Article 185 of the Code of Commerce, Public Notice 24 / 2010 and the regulations that amend, supplement or replace it, the Company does not limit the right of the shareholder to be represented at the General Meeting of Shareholders or to delegate his or her vote to any individual, whether a shareholder or not Implements the Measure ES Y X NO N/A The Company publishes the requirements of powers of attorney to represent shareholders without limits other than those in Articles 184 and 185 of the Code of Commerce and Public Notice 024 / 2010 in the Meeting announcement and on its website. As described in the Company Bylaws, shareholders may be represented before the Company with voice and vote at General Meeting of Shareholders and for any other reason deemed appropriate, provided the powers of attorneys meet all legal requirements s The Company minimizes the use of proxy blank votes without voting instructions, actively promoting the use of a letter of representation standard model that the Company provides shareholders or posts on its website. The model includes the points on the Agenda and corresponding Agreement Proposals, which are decided pursuant to a previously established procedure and are submitted to shareholders for their consideration, with the goal of allowing the shareholder to indicate to his or her representative the direction of his or her vote for each instance as deemed appropriate Implements the Measure YES NO X N/A The Company actively promotes the use of a standard power of attorney model for the sake of shareholders appropriate representation. Said model is posted on its website prior to the General Meeting of Shareholders. The Meeting announcement also provides information
23 Page 23 on requirements that should be included in the powers of attorney, as well as omissions or defects that could cause them to be rejected. NA. Specify the regulations that prevent adopting the recommendation: s Measure 12: Attendance by other persons in addition to shareholders With the aim of revitalizing the General Meeting of Shareholders role in representing corporate intent, and in order to make it a more participative body, the Company s Rules of Procedure require Board Members, and especially Chairs of Board of Directors committees as well as the Company CEO, to attend the General Meeting of Shareholders and respond to shareholders concerns Implements the Measure YES. NO X N/A Both the Company Bylaws and the Rules of Procedure for the General Meeting of Shareholders state that the Meeting of Shareholders shall be presided by the Chairman of the Board, or whomever shall act on his or her behalf, and in lack thereof, by any of the Board Members that are present. In recent years, the Vice Chairman of the Board or a Board Member who in turn is a member of the Audit and Conflict of Interest Committee has presided all Meetings of Shareholders. s
24 Page 24 II. BOARD OF DIRECTORS Measure 13: Functions of the Board of Directors The Bylaws expressly indicate functions that may not be delegated to Senior Management, including those stipulated in recommendation Implements the Measure YES. NO X N/A Although it is not stipulated in the Bylaws, the Board of Directors has not delegated any of these functions on Senior Management, and this has been reported to shareholders in every annual report. s Notwithstanding the autonomy of governing bodies at Subsidiary Companies, anytime the Company acts as parent company of a Conglomerate, these functions of the Board of Directors have a group focus and are executed through general policies, guidelines or requests for information that respect the balance between the parent company s interests and the interests of the subsidiaries and Conglomerate as a whole Implements the Measure YES X NO N/A The parent company participates in the strategic guidance, general policies, guidelines, supervision and oversight of its subsidiaries at the General Meeting of Shareholders, Boards of Directors, and Committees, with the aim of transferring best corporate practices from both a financial and non-financial perspective, always maintaining a balance between the interests of the parent company and its subsidiaries, as well as the Group in general. Some of these policies and best practices implemented by the group, thanks to Valorem guidelines, include: corporate governance policies, business ethics policies, human resources management systems and sustainability practices to name a few.
25 Page s Measure 14: Rules of Procedure for the Board of Directors The Board of Directors has approved Rules of Procedure that govern its organization and function, as well as the functions and responsibilities of Board Members, the Chairman of the Board and Secretary of the Board, and its duties and rights. They are reported to shareholders and are binding for Board Members Implements the Measure ES Y X NO N/A The Rules of Procedure for the Board of Director complements the Company Bylaws and the Corporate Governance Code. They are in place to govern the functioning of the Board of Directors and the responsibilities of Board Members, the Chairman of the Board and Secretary of the Board They are binding for Board Members and are posted on the Valorem website s
26 Page 26 Measure 15: Scope of the Board of Directors Through its bylaws the Company has opted not to designate Alternate Board Members Implements the Measure YES. NO X N/A The Bylaws provide for personal replacements. s Measure 16: Composition of the Board of Directors Based on the premise that once elected, all Board Members act in the Company s best interest, the Company engaged in an exercise of maximum transparency to identify the origin of its Board Members in accordance with the plan described in recommendation Implements the Measure YES X NO N/A Yes, the origin of different Board Members is fully identified, including Independent, Executive and Patrimonial. Despite the aforementioned scheme, there are no executive members at this time. Nonetheless, the Company Bylaws and the Corporate Governance Code both stipulate that Registered Agents can be Board Members but may not hold the position of Chairman of the Board, and the number of Registered Agents on the Board of Directors shall be the minimum required to address the needs of information and coordination between the Board of Directors and Senior Management.
27 Page 27 NA. Specify the regulations that prevent adopting the recommendation: s The Company has a procedure, coordinated through the Appointment and Remuneration Committee or other committee that fulfills its functions, which allows the Board of Directors to reach objectives set forth in recommendation 16.2 through its own dynamics and the conclusions of the annual assessments Implements the Measure YES. NO X N/A The election procedure is stipulated in the Code of Commerce and in the regulations that govern the public securities market. Shareholders shall select Board Members based on criteria such as diversity, commitment and excellence, as indicated in the Rules of Procedure for the Board of Directors and in the Corporate Governance Code. s The Board of Directors provides shareholders with copies of professional profiles deemed necessary so that the various stakeholders, primarily controlling or significant shareholders, families, shareholder groups and institutional shareholders, if any, and the Board of Directors itself, are ready to identify the most suitable candidates Implement the Measure YES NO X N/A
28 Page 28 NO Explain: Board Members must be persons of high ethical, moral, and professional standards with analytical, managerial and leadership abilities as indicated in the Rules of Procedure for the Board of Directors and in the Corporate Governance Code. NA. Specify the regulations that prevent adopting the recommendation: The Company believes that evaluating curriculum vitae is an insufficient resource for shareholders in determining candidate suitability, so it has put in place an internal procedure to assess any incompatibilities and inabilities of a legal nature and the candidate s suitability to meet the Board of Directors needs by assessing a set of criteria that the candidates must meet in their functional and personal profiles, and verify compliance with objective requirements to become a Board Member. They must meet additional requirements to become an Independent Member Implements the Measure YES X NO N/A The Corporate Governance Code describes qualities, suitability and the profile required of Board Members. It also identifies the current legal requirements that must be met by independent members. Additionally, it is always verified that independent board members declare they meet said legal requirements
29 Page In addition to requirements of independence already stated in Law 964 / 2005, the Company has voluntarily adopted a definition of independence more rigorous that what is established by said law. This definition has been adopted as a frame of reference through the Rules of Procedure for the Board of Directors and includes relations or connections or any nature on the part of the candidate for independent board member with controlling or significant shareholders and Related Parties, both domestic and foreign, and demands a double declaration of independence: (i) by the candidate before the Company, its shareholders and members of Senior Management, through a Letter of Acceptance, and (ii) by the Board of Directors declaring the candidate s independence Implements the Measure YES NO X N/A The Corporate Governance Code and Rules of Procedure for the Board of Directors establish the definition of independence pursuant to Law 964 / For the Company, through the Chairman of the Board and working with the Appointment and Remuneration Committee or other committee that fulfills its duties, the Board of Directors is the most adequate body to centralize and coordinate the process of building the administrative body prior to the General Meeting of Shareholders. Accordingly, shareholders who based on their percentage holdings aspire to be part of the Board of Directors can learn about the Board s needs and describe their aspirations, negotiate stock balances and distribution among the different member categories, present their candidates and agree to have them assessed by the Appointment and Remuneration Committee prior to voting at the General Meeting of Shareholders Implement the Measure YES NO X N/A Board Members are elected by the General Meeting of Shareholders in accordance with the provisions of the Corporate Governance Code and the Company Bylaws.
30 Page 30 NA. Specify the regulations that prevent adopting the recommendation: The Rules of Procedure for the Board of Directors stipulates that candidate suitability must be assessed prior to the General Meeting of Shareholders, so that shareholders have sufficient information (personal qualities, suitability, track record, experience, integrity, etc.) about the candidates named to join it prior to elections in order to assess adequately Implements the Measure YES. NO X N/A Board Members are elected by the General Meeting of Shareholders in accordance with the provisions of the Corporate Governance Code, the Company Bylaws, and the Rules of Procedure for the Board of Directors. Measure 17: Board of Directors functional structure The Rules of Procedure for the Board of Directors stipulates that Independent and Patrimonial members are always in the majority over Executive Members, whose number, in the case of joining the Board of Directors, is the minimum necessary to address the needs for sharing information and coordinating between the Company s Board of Directors and Senior Management Implement the Measure YES X NO N/A The Corporate Governance Code indicates that the Board of Directors shall be comprised of five (5) principal members, which shall each have one (1) alternate, and
31 Page 31 at least two (2) of the principal members and their respective alternates must be independent. Registered Agents may or may not be Board Members; if they are, their number shall be the minimum required to address the needs for information and coordination between the Board and Senior Management Based on the minimum percentage of twenty-five percent (25%) of Independent Members established by Law 964 / 2005, the company analyzes and voluntarily adjusts the number of Independent Members, taking into account that the number of independent members must be in relation to the Floating Capital Implements the Measure YES X NO N/A Yes, of the ten (10) Board Members, four (4) are independent, as stipulated in the Company Bylaws, the Corporate Governance Code and the Rules of Procedure for the Board of Directors Measure 18: Board of Directors Organization.
32 Page The functions of the Chairman of the Board are indicated in the Company Bylaws, and its primary responsibilities are established in recommendation Implements the Measure YES NO X N/A The Rules of Procedure for the Board of Directors define the main role of the Chairman of the Board as presiding and leading Board Meetings The Company s internal regulations stipulate the option that the Chairman of the Board may be treated differently than other members both in its obligations and in its compensation, resulting from the scope of its specific functions and more time on the job Implements the Measure YES NO X N/A All Board Members receive the same treatment.
33 Page The Company Bylaws include the rules for naming the Secretary of the Board, including those indicated in recommendation Implements the Measure YES NO X N/A It stipulates that the Company Secretary shall be freely appointed and removed, and in turn may be Secretary of the General Meeting of Shareholders, of the Board of Directors and to the CEO The Rules of Procedure for the Board of Directors establish the functions of the Secretary, which include those contained in recommendation Implement the Measure YES NO X N/A The Rules of Procedure for the Board of Directors establish the majority of the issues included in recommendation 18.4, except for announcing the meeting according to the annual plan. According the Company Bylaws, Board meetings are announced by the CEO, two (2) Board Members, or the Company Statutory Auditor.
34 Page The Board of Directors has an Appointment and Remuneration Committee Implements the Measure YES X NO N/A The Management and Compensation Assessment Committee was created in The Board of Directors has a Risk committee Implements the Measure YES X NO N/A The Audit and Conflicts of Interest Committee assists and counsels the Board of Directors in ensuring compliance with the Internal Control System, which takes into consideration comprehensive risk management and administration
35 Page The Board of Directors has a Corporate Governance Committee Implements the Measure YES X NO N/A Yes, and in 2008, this Committee merged with the Audit and Conflicts of Interest Committee. Since then, it has been called the Audit and Conflicts of Interest Committee, and part of its duties are associated to the Company s Corporate Governance If the Company has deemed it unnecessary to create all these committees, their functions have been distributed among existing committees or were assumed by the Board of Directors in full Implement the Measure YES X NO N/A Valorem has two Board of Directors committees, the Audit and Conflicts of Interest Committees and the Management and Compensation Assessment Committee, and these functions are distributed between them.
36 Page Every Board of Directors Committee has Rules of Procedure that govern the details of its formation, the issues and functions on which the committee must work, and its operation, giving special attention to the communication channels between the committees and the Board of Directors, and in the case of Conglomerates, to the relations and coordination mechanisms between Board of Directors Committees of the parent company and subsidiaries, if any Implements the Measure YES X NO N/A Yes, every committee has its own regulation that governs the details of its composition, functions, rules of procedure, nature, attributions, communication channels, and others Board of Directors committees are exclusively made up of Independent or Patrimonial members; they have a minimum of three (3) members; and they are led by an Independent Member. In the case of the Appointment and Remuneration Committee, Independent Members are always the majority Implement the Measure YES NO X N/A Committees are comprised of independent or Patrimonial Board Members, having at least three (3) members.
37 Page 37 NA. Specify the regulations that prevent adopting the recommendation: The Board of Directors Committees can obtain on-going or occasional help from Senior Management members who have experience on matters of their competence, and/or from outside experts Implements the Measure YES X NO N/A The Audit and Conflicts of Interest Committees and the Management and Compensation Assessment Committee have Rules of Procedure that stipulate the option of hiring independent specialists in specific cases as deemed necessary, and to invite people as appropriate to their sessions In forming its Committees, the Board of Directors considers the profiles, knowledge and professional experience of the members as it pertains to the Committee's subject matter Implement the Measure YES X NO N/A This is included in the Rules of Procedure for the Internal Audit and Conflicts of Interest Committee; committee members must have knowledge of accounting, finance, law and other related matters which will allow them to understand the nature of the Company s businesses and basic risks associated with them.
38 Page The minutes of each committee meeting are taken and a copy is forwarded to all the Company Board Members. If the committees have been delegated decision-making powers, the minutes are adjusted to be in line with the requirements of Articles 189 and 421 of the Code of Commerce Implements the Measure YES X NO N/A Minutes of every meeting will be recorded pursuant to Articles 189 and 431 of the Code of Commerce Unless legal or regulatory frameworks require the creation of committees, in the case of Conglomerates the internal regulation stipulates that Board of Directors at Subsidiaries may opt out of creating committees intended to deal with certain matters. Instead, these tasks may be assumed by the Parent Company Board of Directors Committees, without this considering this a transfer of the Subsidiary Board of Directors responsibilities to the Parent Company.
39 Page Implements the Measure YES NO X N/A Each Company has its own Audit Committee. The most important matters of the Internal Audit Department that are addressed by these committees are submitted to Valorem's Internal Audit Committee so it can make recommendations as needed, without this implying a transfer of responsibility to the parent company The Audit Committee s main job is to assist the Board of Directors in supervision, by assessing accounting procedures and relations with the Statutory Auditor, and in general, reviewing the Company s Control Architecture, including an audit of the Enterprise Risk Management System Implement the Measure YES X NO N/A As stipulated in the Rules of Operation of the Audit and Conflicts of Interest Committee, its main objectives are to support and counsel the Board of Directors in order to guarantee the information provided and to introduce mechanisms that ensure effective corporate transactions through knowledge of accounting and economic and financial information, to review any possible conflicts of interest that may arise, and to supervise the Company s Internal Control System.
40 Page Audit Committee members are sufficiently experienced in accounting, finance and other related matters that they are able to decide rigorously on issues within committee jurisdiction and understand its scope and complexity Implements the Measure ES Y X NO N/A Members of the Audit and Conflicts of Interest Committee have ample experience in accounting, finance and management, given their professional record both at the domestic and international level At the request of the Chairman of the General Meeting of Shareholders, the President of the Audit Committee shall inform the General Meeting of Shareholders on specific matters concerning the work done by the Committee, such as the analysis of the scope and content of the Statutory Auditor s Report Implement the Measure YES NO X N/A Every year the General Meeting of Shareholders is presented with a special report containing certain aspects of the Audit and Conflicts of Interest Committee s functioning, such as approvals of operations conducted between Related Parties, the number of
41 Page 41 meetings held throughout the year and each meeting's quorum, to name a few. In addition, the Statutory Auditor will submit an analysis and approval of the year-end financial statements to the Committee for its consideration along with its report, which will be analyzed in detail before being presented to the Board of Directors and to the General Meeting of Shareholders. NA. Specify the regulations that prevent adopting the recommendation: The Rules of Procedure for the Audit Committee describe its functions as indicated in recommendation Implements the Measure YES NO X N/A The Rules of Operation for the Audit and Conflicts of Interest Committee include most of the functions of this recommendation, such as oversight and interaction with the Statutory Audit Firm, a study of the financial and accounting information, an evaluation of the Internal Control System, and situations of conflicts of interest, to name some. In addition, some of the functions of recommendation are attributed to some other internal control entities in the Company The main objective of the Appointment and Remuneration Committee is to support the Board of Directors in decision-making or guidance, related to matters of Board Members and Senior Management appointments and remuneration
42 Page 42 and to ensure Corporate Governance regulations are followed, by periodically reviewing compliance, recommendations and principles (as long as this function is not expressly assigned to another committee in the Company) Implements the Measure YES X NO N/A The objectives of the Management and Compensation Assessment Committee are defined in its Rules of Procedure, as follows: To determine the Company s plan of selection, evaluation, compensation and incentives in line with its strategic plan, to assess the performance of senior executives and employees, to monitor Company performance and to recommend corrective measures, and supervise compliance with the Company s plan and strategic objectives. To ensure compliance with Corporate Governance regulations. Its recommendations are the responsibility of the Audit and Conflicts of Interest Committee and the Board of Directors Some Members of the Appointment and Remuneration Committee are sufficiently experienced in strategy, human resources (recruitment and selection, hiring, training, personnel management and administration), salary policy, and similar matters to understand the scope and complexity of these matters in the Company Implement the Measure YES X NO N/A Board Members on the committee are chosen because of their extensive corporate track record, both at the domestic and international level. They are experienced in strategy, compensation policies and other related matters.
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