corporate best practices implementation report … · report date: january 31, 2018. financial...

CORPORATE BEST PRACTICES IMPLEMENTATION REPORT

ODINSA S.A. (PREVIOUSLY ORGANIZACIÓN DE INGENIERÍA INTERNACIONAL S.A.)

LEADING LEGAL REPRESENTATIVE: MAURICIO OSSA ECHEVERY

LEGAL REPRESENTATIVE APPOINTED TO SUBMIT THE IMPLEMENTATION REPORT: EDUARDO

BETTIN

REPORTING PERIOD: JANUARY TO DECEMBER OF 2017

REPORT DATE: JANUARY 31, 2018

FINANCIAL SUPERINTENDENCE OF COLOMBIA

INTRODUCTION

The implementation of the recommendations of the new Colombian Corporate Best Practices Code

must be reported by issuers to the Superintendence of Finance of Colombia (SFC, for the Spanish

acronym) by means of this Corporate Best Practices Implementation Report.

The objective of this report is to inform the securities market on the implementation of the codes

recommendations, or failure thereof, by each issuer. To this end, there are three checkboxes

provided for each recommendation marked YES, NO or N/A, as well as space to expand on the

answer, as follows:

If the answer is affirmative, the issuer must provide a brief description of how said implementation

was implemented. If the answer is a negative, the issuer must explain why it has not adopted the

recommendation.

The issuer may only provide a N/A answer in cases where the recommendation cannot be adopted

due to legal considerations. In this case, the issuer must indicate the specific norm preventing such

implementation.

For the reason that some recommendations are comprised of a series of specific features, it is

important to mention these will only be understood to have been implemented if all their features

are met, except if any were not adopted due to legal reasons, which must be noted.

Each recommendation has a field to specify the date of the initial implementation by the issuer, and

a field to record the dates when revisions were made.

Finally, when the issuer, due to its nature, does not have the specific body referenced by the

recommendation, it will be understood to refer to the equivalent body or the body acting as such

of said entity.


I. RIGHTS AND EQUITABLE TREATMENT OF SHAREHOLDERS

Measure No. 1: Principle of Equitable Treatment

1.1. The Company treats all shareholders equally who, within the same share class, have the same

conditions, without implying access to privileged information by some shareholders with

respect to others.

1.1. Implements measure Yes X No N/A

YES. Briefly explain: Numeral 3.1 of the Code of Good Governance of the Company establishes the rights of the shareholders, including among these the right to access information without differences regarding their shareholding, establishing the procedure thereof. Furthermore, Article 5 of the Company’s Bylaws establishes that the Company and its Administrators will guarantee equitable treatment to their shareholders and investors, as well as the right of shareholders to receive the same information provided to the same class of shareholders with the same level of detail and under equal opportunity.

NO. Please explain:

N/A. Specify the regulations that prevent adopting the recommendation:

Implementation Date: 07-16-1992

Revision Date: 04-15-2016

1.2. The Board of Directors has approved a specific procedure that defines the Company's

practices regarding relations with shareholders having different conditions on matters such

as: access to information, determining requests for information, communication channels,

interactions between shareholders and the Company, its Board of Directors and other

Administrators.

1.2. Implements measure Yes No X N/A

YES. Briefly explain:

NO. Please explain: Notwithstanding to the duties assigned to the General Secretary, the organizational structure of the Company includes an Investor Relations Office, whose main task is to maintain permanent contact with investors and interest groups that need or require information from the Company. Also, Article 5.4 of the Code of Good Governance


establishes the relationship mechanisms used with investors and to provide general information to the market. Nevertheless, we will regulate these in the corresponding document.




Measure No. 2: Information on Shares

2.1. On its website, the Company provides the public with clear, accurate and accurate

information about the different share classes issued by the Company, the number of shares

issued for each class, and the number of unissued shares, as well as the rights and duties

inherent to each share class.


YES. Briefly explain: Information on share classes and the outstanding shares thereof is available on the Company's website, specifically in the management report published every year on the website. It was not incorporated as an obligation in any corporate document, and therefore no implementation date is available.

NO. Please explain:



Revision Date:

Measure No. 3: Non-dilution of Equity

3.1. For any transaction whose outcome might be a dilution of equity for minority shareholders

(as might be an increase in capital waiving preemptive rights, a merger, spin-off or division,

etc.), the Company will explain these in detail to shareholders with a prior detailed report

from the Board of Directors and a regarding the terms of the transaction by an outside


independent consultant of recognized standing (fairness opinion), appointed by the Board of

Directors. These reports are available to shareholders prior to the General Shareholders’

Meeting within the terms to exercise the right of inspection.



NO. Please explain: We note that this particular situation has not occurred in Odinsa. If it were to occur, the legal provisions will be observed, including Article 67 of the Commercial Code and other norms that regulate the matter, without any additional special measures.


Implementation Date: Revision Date:

Measure No. 4: Information and Communication with Shareholders

4.1. The Company has a corporate website in both Spanish and English with a link to Corporate

Governance or Shareholder and Investor Relations or their equivalent, which includes

financial and non-financial information under the terms proposed by Recommendations 32.3

and 33.3. Said website will never disclose confidential information about the Company or

concerning corporate secrets or information whose transmission may be used to harm the

Company.


YES. Briefly explain: We have a website, both in Spanish and English, with a shareholders and investors section containing the aforementioned information.

NO. Please explain:





4.2. The Company has mechanisms for permanent access and use exclusively for shareholders,

including a link exclusively for shareholders on the website, a shareholder and investor

services or relations office and regular informative meetings where shareholders can express

their opinions, voice their concerns and make suggestions about the Company's performance

or matters regarding their condition as shareholders, among others.


YES. Briefly explain: Article 3 of the Code of Good Governance establishes the protection and information mechanisms for shareholders and investors, including those described in this question. We have a website, both in Spanish and English, with a shareholders and investors section. We also have an Investor Relations department. This department organizes a quarterly presentation of results, providing shareholders the opportunity to learn the results and ask questions of the Company’s management. Furthermore, the Investor Relations department attends to all shareholders interested in obtaining additional information about the Company.

NO. Please explain:




4.3. The Company organizes events to present the quarterly results to its shareholders and

market analysts, which can be attended in person or remotely thru media means

(teleconference, videoconference, etc.)


YES. Briefly explain: Odinsa organizes quarterly presentations of results intended for shareholders and market analysts, where the Company President explains in detail the Company’s results. These events are broadcast live through web streaming. Furthermore, the Odinsa website includes past presentations of results and recordings of their broadcasts.

NO. Please explain:





4.4. The Company organizes or participates in presentations, events and fixed income forums,

primarily designed for debt instrument investors and market analysts, where the issuer’s

business benchmarks, liabilities management, financial policies, ratings, and performance

relating to covenants, etc. are updated.


YES. Briefly explain: Odinsa actively participates in the conferences organized by the brokerage firms, both in Colombia and abroad, where the Company's plans and results are provided in presentations and through one-on-one meetings with the different investors.

NO. Please explain:



Revision Date:

4.5. The Company Bylaws stipulate that a shareholder or group of shareholders representing at

least five percent (5%) of the equity may request special audits on matters other than those

audited by the Company's Statutory Auditor. Based on its equity structure, the Company may

establish a percentage below five percent (5%).


YES. Briefly explain: Article 31 of the Company’s Bylaws establishes that shareholders and investors of the Company, without specifying their equity percentage, may contract specialized audits at their expense, and said request will be evaluated by the Board of Directors, which defines the procedure for its execution. In turn, Article 3 of the Code of Good Governance establishes that specialized audits may be requested by a shareholder or group of


shareholders representing at least 5% of the subscribed capital of the Company by written communication addressed to the Vice President of Legal and Institutional Affairs for the realization of a Specialized Audit.

NO. Please explain:




4.6. To exercise this right, the Company has a written procedure in place with the provisions

included in Recommendation 4.6.


YES. Briefly explain: Section 3 of the of Company’s Code of Good Governance establishes the procedure for carrying out specialized audits, after satisfying the conditions established in said document. In the new Code of Good Governance adopted by the Company in 2016, the suggestions included in Recommendation 4.6, that were absent in the previous procedure, were included in this revised procedure.

NO. Please explain:




Measure No. 5: Administrators’ Activities during Changes in Operation or Control of the

Company

5.1. In their Letters of Acceptance or agreements, the members of the Board of Directors and

Senior Management have expressly accepted that, upon notification of a Takeover Bid (TOB)

or other relevant transactions such as mergers or spin-offs, they agree not to trade Company

shares directly or indirectly through an intermediary during certain periods.




NO. Please explain: The Code of Good Governance adopted by the Company establishes a procedure for the negotiation of securities by Directors and Administrators, which establishes periods of restriction to trade shares, the financial conditions of the operation, the required authorizations, duty of disclosure, term, etc., among others.



Measure No. 6: Contribution of Companies unified into Conglomerates

6.1. Notwithstanding the independence of each individual integrated Company in the

Conglomerate and the responsibilities of its management bodies, there is an organizational

structure in the Conglomerate that defines three (3) levels of governance — the General

Shareholders’ Meeting, the Board of Directors and Senior Management — the key bodies and

individual positions, as well as the relationships between them, which are public, clear and

transparent, and allow drawing lines of responsibility and communication, facilitating the

strategic orientation, supervision, control and effective management of the Conglomerate.


YES. Briefly explain: In May 2016, the Board of Directors of Odinsa adopted the Relationship Policy with Companies Related to the Argos Business Group, which regulates the following subjects, applicable to the entire business group:

i) Objective and Direction Unit ii) Corporate General Strategy iii) Action Principles iv) Protection of Minority Shareholders v) Corporate Structure vi) Relationship Model vii) Synergies viii) Guidelines and Policies ix) Information Management x) Operations between Related Parties


xi) Control Architecture, and xii) Conflict Resolution

This document is available for consultation on the Company's website (www.odinsa.com) in the Corporate Governance section, under Business Conduct and Policies Code.

NO. Please explain:



Revision Date:

6.2. The Parent Company and its most important Subordinates have defined a frame of

reference for institutional relations by signing a public agreement approved by the Board of

Directors of each of said companies, regulating the issues included in Recommendation 6.2.



NO. Please explain: Odinsa has not defined an institutional relations framework with its subordinates. Subjects such as the advantage of synergies, services that may be provided between them, prices and others are reviewed for each case. However, except in exceptional cases, there are no differences in Odinsa's relationships with each of its subordinates.



Measure No. 7: Dispute Resolution

7.1. Except in the case of disputes between shareholders, or between shareholders and the

Company or its Board of Directors, which must be resolved by ordinary jurisdiction due to

their legal nature, the Company’s bylaws include dispute resolution mechanisms such as

direct agreement, amicable settlement, conciliation and arbitration.


7.1 Implements measure Yes X No N/A

YES. Briefly explain: Article 39 of the Bylaws establishes a dispute resolution mechanism between shareholders, or an arbitration tribunal between shareholders and the Company.

NO. Please explain:




I. GENERAL SHAREHOLDERS MEETING

Measure No. 8: Duties and Competencies

8.1. In addition to other duties ascribed by the legal framework to the General Shareholders’

Meeting, the Bylaws expressly include the duties of the General Shareholders’ Meeting found

in Recommendation 8.1., and emphasize that they are exclusive and cannot be delegated.

8.1 Implements measure Yes No X N/A


NO. Please explain: Although the Code of Good Governance and the Bylaws establish the duties of the Shareholders 'Meeting, of the powers of the Shareholders' Meeting regarding remuneration mentioned in Recommendation 8.1, only the duties of the Shareholders’ Meeting regarding the remuneration of the members of the Board of Directors are expressly contemplated in Article 17 of the Bylaws.




Measure No. 9: Rules of Procedure of the General Shareholders’ Meeting

9.1. The Company has Rules of Procedure for the General Shareholders’ Meeting that govern all

matters thereof, including: notice of meetings, preparation of shareholders’ information,

attendance, and realization and exercise of shareholder rights in order to ensure that the

shareholders are completely informed of the regulations for carrying out the sessions of the

General Meeting.


YES. Briefly explain: Article 3.3 of the Code of Good Governance develops the regulation for the General Shareholders’ Meeting and includes the information pertaining to the meetings, notice, access to information by the shareholders, participation of the shareholders in the meetings, second call meetings, quorum and majorities, representations and minutes.

NO. Please explain:



Revision Date:

Measure No. 10: Notice of Meeting

10.1. In order to assist shareholders in exercising their right of information, the Bylaws stipulate that

the General Shareholders’ Meeting must be announced at least thirty (30) calendar days in

advance, and that extraordinary sessions must be announced at least fifteen (15) calendar

days in advance. The aforementioned is without detriment to the legal terms established for

corporate reorganizations (such as mergers, spin-offs or transformations).



NO. Please explain: Article 10 of the Bylaws establishes the call times for the meetings; however these do not correspond to the times established herein. (For meetings for the approval of financial statements the term is 15 business days, and for all others 5 business days prior notice is enough.)




10.2. In addition to traditional and mandatory modes included in the legal framework, the

Company ensures maximum exposure and publicity of the meeting notice through the use of

electronic media, including the corporate website, alerts via individual emails, and if deemed

appropriate, through social media.


YES. Briefly explain: Article 10 of the Bylaws and Article 3.2.2 of the Code of Good Governance establish that the notice to the Meeting will be sent by several means, including electronically and through the Company’s web page.

NO. Please explain:



Revision Date:

10.3. In order to increase transparency in the decision-making process during the General

Shareholders’ Meeting, in addition to the meeting agenda listing the topics for discussion, the

Company provides to the shareholders the Proposed Agreements, which the Board of

Directors will present at the meeting for each item, making these available at the time of the

notice or at least fifteen (15) calendar days prior to the meeting.



NO. Please explain: Partial compliance. Solely for the election of the Board of Directors, the Company provides the shareholders with the candidates’ resumes; and financial statements, management report, and profit distribution project 15 business days prior to the Meeting, in compliance with the provisions stipulated in the Code of Good Governance and the execution of the right to inspection.




10.4. Spin-offs can only be considered and approved by the General Shareholders’ Meeting if

the item was expressly included in the notice of the respective meeting.



NO. Please explain: Neither the Bylaws, nor the Code of Good Governance establish this obligation; it refers to the duties of the General Shareholders’ Meeting established by law.



10.5. The Agenda proposed by the Board of Directors accurately includes the content of the

topics to be discussed, in order that no important topic is concealed or disguised under

inaccurate, generic or imprecise or broad statements such as “additional” or “suggestions and

others”.


YES. Briefly explain: In compliance with the Law and good corporate practices, the notice to the General Shareholders’ Meeting is written in a clear and precise manner regarding the topics to be discussed. However, this measure is not documented, despite its compliance and application; therefore we do not have an exact implementation date.

NO. Please explain:



Revision Date:

10.6. In the case of amendments to the Bylaws, 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 during the

meeting, each Article will be voted separately. Shareholders are notified of this right in advance.



NO. Please explain:


The Company adopts this practice in the Shareholder’s Meetings however it is not regulated in any of the corporate documents, not is there a minimum percentage of participation to access the request by any shareholder.



Revision Date:

10.7. Notwithstanding the provisions of Article 182 of the Commercial Code, and in order to

reinforce and guarantee right of inspection and information of shareholders prior to the

Shareholder’s Meeting, the Bylaws recognize the right of shareholders, regardless of the size

of their shareholding, to propose one or more topics on the Agenda for discussion in the

General Shareholders’ Meeting, within a reasonable time limit and provided that a justification

is provided with this request. Shareholder requests must be submitted within five (5) calendar

days following publication of the notice.



NO. Please explain: This measure has not been implemented, nor is there any record of a request to this end by any shareholder, prior to the Meeting.



10.8. If the request is dismissed by the Board of Directors, the Board is obliged to 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 according to the degree of equity

concentration, explaining the reasons motivating its decision and informing shareholders of

their right to submit their proposals during the General Shareholders’ Meeting pursuant to the

previously cited provisions of Article 182 of Commercial Code.



NO. Please explain: This measure has not been implemented or regulated.




10.9. If the Board of Directors accepts the request and the shareholders’ term to propose topics

pursuant to the preceding recommendations has expired, a supplement to the General

Shareholders’ Meeting notice is published at least fifteen (15) calendar days prior to the

meeting.



NO. Please explain: This measure has not been implemented.



10.10. Within the same term indicated in Numeral 10.7, the shareholders may also submit new

well-founded Proposed Agreements on matters already included in the Agenda. The Board of

Directors shall act in a similar manner regarding these request as that described in numerals

10.8 and 10.9.



NO. Please explain: According to the response to point 10.3, the practice of publishing all Proposed Agreements has not been implemented, and regarding matters that are published there is no established procedure.



10.11. The Company is required to use electronic communication channels, primarily the

corporate website with exclusive access for shareholders, to provide these with the

corresponding documents and information for each item on the Agenda of the General

Shareholders’ Meeting.




NO. Please explain: The Company does not send information on the items of the meeting agenda to the shareholders by electronic means for their exclusive access. It is only available in the Company’s offices, in exercise of the right of information prior to the meeting and the right of inspection, except in the case of the resumes of the candidates to the Board of Directors which are published on the Company’s website.



10.12. 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 said purpose; or to submit in writing any questions

deemed necessary with regard to matters included in the Agenda, documents received or public

information provided by the Company. The Company will determine the period during which

shareholders may exercise this right in accordance with the term elected by the Company’s to

announce the General Shareholders’ Meeting.



NO. Please explain: Article 5 of the Bylaws and Article 3.3.4 of the Code of good Governance have determined the shareholders’ access to information relevant to the Shareholders’ meeting, and the possibility to perform queries prior to the Meeting.



Revision Date:

10.13. The Company has established that the information requested may be denied if, pursuant

to internal procedures, it is considered to be: i) unreasonable; ii) irrelevant for understanding

the Company’s progress or interests; iii) confidential, which includes privileged information in

the securities market environment, industrial secrets, and transactions underway where their

success substantially depends on their secret negotiation; and iv) others which, if disclosed,

could place the Company’s competitiveness at an imminent and serious risk.



YES. Briefly explain: The only limitation established by the Code of Good Governance regarding access to information by shareholders, is that it pertains to industrial secrets or that, if disclosed, it may be used to the detriment of Company.

NO. Please explain:



Revision Date:

10.14. When the response provided to a shareholder may offer them an advantage, the Company

will ensure that other shareholders will have simultaneous access to said response, using the

mechanisms established for said purpose, and under the same conditions.


YES. Briefly explain: In accordance with Article 5 of the Bylaws and Article 3 of the Code of Good Governance, the Company must ensure that all shareholders or equal status investors have access to the information in the same level of detail and timeliness.

NO. Please explain:



Revision Date:

Measure No. 11: Representation Guidelines

11.1. Notwithstanding the restrictions established in Article 185 of the Commercial Code, External

Memorandum 24/2010 and the regulations that amend, add to or replace it, the Company does

not limit the right of shareholders to be represented at the General Shareholders’ Meeting,

allowing them to delegate their vote to any individual, whether or not the last is a shareholder.


YES. Briefly explain: In accordance with the provisions stipulated in Article 3.3.6 of the Code of Good Governance, representation is only limited to the terms established by Law.

NO. Please explain:




Revision Date:

11.2. The Company minimizes the use of blank proxy votes without voting instructions by

actively promoting the use of a standard template letter of representation, which the selfsame

Company provides its shareholders or posts on its website. The template includes the items on

the Agenda and corresponding Proposed Agreements, determined in accordance with a

previously established procedure, and which will be submitted to the shareholders for their

consideration, in order to allow the shareholders to record for their representative how they

wish to vote in each occasion, if they deem it appropriate.



NO. Please explain: Partial compliance. The Company publishes a model proxy letter on its web page prior to the Meeting; the model does not include the agenda or the Proposed Agreement.



Measure No. 12: Attendance by Individuals other than Shareholders

12.1. In order to reinforce the role of the General Shareholders’ Meeting to represent the corporate

intent, and in order to make it a more inclusive body, the Company's Rules of Procedure require

the Members of the Board of Directors and especially the Chairmen of the Board’s

Committees, as well as the Company President, to attend the General Shareholders’ Meeting

in order to respond to shareholders’ concerns.


YES. Briefly explain: Article 3.3.1, paragraph 3 of the Code of Good Governance, establishes that all members of the Board of Directors should attend the General Shareholders’ Meeting, especially the chairmen of the different board committees and the Company President, in order to answer shareholder concerns. In this sense, the Company complies with said measure.

NO. Please explain:





II. BOARD OF DIRECTORS

Measure No. 13: Duties of the Board of Directors

13.1. The Bylaws expressly indicate those duties that may not be delegated to Senior Management,

including those specified in Recommendation 13.1.



NO. Please explain: Although the Company Bylaws and the Code of Good Governance indicate the duties of the Board of Directors, they do not indicate which may not be delegated.



13.2. Notwithstanding the autonomy of the Subordinate Companies’ governing bodies,

whenever the Company acts as Parent Company of a Conglomerate, these duties of the Board

of Directors have a group approach 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 subordinates and Conglomerate as a whole.


YES. Briefly explain: The Argos business group’s Relationship Policy with Related Companies establishes that the Board of Directors of Grupo Argos is the maximum strategic direction body of the Group, and consequently holds a general and consolidated vision of the business group’s operations, whilst trying to identify global trends. Therefore its actions must be given under a comprehensive view of the group, and it must determine which issues must be strategically addressed by the Parent Company.

NO. Please explain:




Measure No. 14: Rules of Procedure for the Board of Directors

14.1. The Board of Directors has approved Rules of Procedure that govern its organization and

functioning, as well as the roles and responsibilities of its Board Members, Chairman and

Secretary, and their rights and duties. These are reported to the shareholders and are binding

for the Board of Director Members.


YES. Briefly explain: The Board of Directors’ internal regulations are included in the Company’s Code of Good Governance, which is approved by this body.

NO. Please explain:



Revision Date:

Measure No. 15: Size of the Board of Directors

15.1. Based on its Bylaws, the Company has opted not to appoint Alternate Board Members.


YES. Briefly explain: By means of a modification to the Bylaws, adopted by the General Shareholders’ Meeting, the Company opted to eliminate Alternate Board Members.

NO. Please explain:



Revision Date:


Measure No. 16: Composition of the Board of Directors

16.1. Based on the premise that once elected, all Board Members act in the Company’s best interest,

the Company employs an exercise of maximum transparency to identify the background of its

Board Members in accordance with the disposition described in Recommendation 16.1.


YES. Briefly explain: Article 4.2.3 of the Code of Good Governance established the election and composition of the Board of Directors, including the definition of executive members, independent members, and equity members; the Board has no executive members.

NO. Please explain:




16.2. The Company has a procedure, organized through the Appointment and Remuneration

Committee or other committee that fulfills its roles, which allows the Board of Directors through

its own dynamics and the conclusions of the annual assessments to achieve the objectives set

forth in Recommendation 16.2.


YES. Briefly explain: Article 4.2.8.2.2 of the Code of Good Governance established the requirements that the candidates to the Board of Directors must comply with, both in expertise and personal characteristics, and determines the duty to assess their performance and dedication during the last term in office.

NO. Please explain:




16.3. The Board of Directors provides shareholders with the professional profiles deemed to be

requisite in order that the different stakeholders, mainly the controlling, significant and family

shareholders, shareholder groups and institutional shareholders, if any, and the Board of

Directors itself, can identify the most suitable candidates.




NO. Please explain: Despite the fact that the Code of Good Governance establishes the selection (competences) and the incompatibilities of the candidates to the Board of Directors, according to which the election must take place (Article 4.2.2), neither the Code of Good Governance nor the Company Bylaws determine the obligation of the Board of Directors to provide the shareholders with the specific profile of the candidates.



16.4. The Company believes that the sole evaluation of CVs by the shareholders is insufficient to

determine the suitability of the candidates, and consequently it has an internal procedure to

assess any incompatibilities and legal disqualifications and the candidate’s suitability to meet

the Board’s needs by assessing a set of criteria that the candidates must meet in their functional

and personal profiles, and verifying compliance with objective requirements to become a Board

of Directors member, as well as any additional requirements to become an Independent

Member.


YES. Briefly explain: Article 4.2.2 of the Code of Good Governance established the selection criteria (competences) and incompatibilities of the potential candidates to the Board, and Article 4.2.3 incorporates the criteria to the election of the independent members established in Law 964.

NO. Please explain:



Revision Date:

16.5. In addition to the independence requirements set forth in Law 964 of 2005, the Company

has voluntarily adopted a more rigorous definition of independence than the one 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, among other requirements for assessment,

the relations or connections of any nature of a candidate for the position of Independent Board

Member with controlling or significant shareholders and their Related Parties, both national and


foreign, and requires a double declaration of independence: (i) by the candidate before the

Company, its shareholders and Senior Management members, through a Letter of Acceptance,

and (ii) by the Board of Directors declaring the candidate’s independence.



NO. Please explain: Article 4.2.1 of the Code of Good Governance only incorporates as elements of independence those established in Article 44 of Law 964 of 2005.



16.6. By means of its internal regulations, the Company considers the Board of Directors, by

way of its Chairman along with the Appointment and Remuneration Committee or other

committee that fulfills its roles, is the most appropriate body to centralize and coordinate the

process of building the administrative body prior to the General Shareholders’ Meeting.

Accordingly, the shareholders who aspire to be part of the Board of Directors based on their

shareholding can learn about the Board’s needs and present their aims, negotiate share

balances and distribution among the different member categories, and present their candidates

and agree their suitability be assessed by the Appointment and Remuneration Committee prior

to voting at the General Shareholders’ Meeting.


YES. Briefly explain: The process established for the election of the Board of Directors indicates that from the time of the call the profiles of the candidates suggested by the Board must be made public on the Company’s web page. Furthermore, it provides for a reasonable timeframe for the shareholders to present their candidates to the Board, and in order to carry out a prior assessment to be presented to the Shareholder’s Meeting before the election of the new Board takes place.

NO. Please explain:





16.7. The Rules of Procedure for the Board of Directors establishes that candidate suitability

must be assessed prior to the General Shareholders’ Meeting, in order that shareholders have

sufficient information (personal qualities, suitability, track record, experience, integrity, etc.) on

the nominated candidates with adequate notice for the proper assessment thereof.


YES. Briefly explain: The Code of Good Governance establishes that all information pertaining to the candidates must be made available to the shareholders prior to the Meeting. The information will be made available to the general public through the Company’s web page.

NO. Please explain:




Measure No. 17: Structure of the Board of Directors

17.1. The Rules of Procedure for the Board of Directors specifies that Independent and Equity

Members are always the majority over Executive Members, whose number, in the case of their

inclusion into the Board of Directors, is the minimum necessary to address the needs for

information and coordination between the Company’s Board of Directors and Senior

Management.



NO. Please explain: The percentage of participation of each type of member (independent, executive, equity) has not been determined. Notwithstanding the foregoing, Article 18 of the Bylaws indicates that while the Company holds the condition of issuer of securities, at least twenty five per cent (25%) of the Board Members must be independent. It is worth highlighting that none of the current Board members is an executive member.



17.2. Based on the minimum percentage of Independent Members of twenty-five percent (25%)

established by Law 964 of 2005, the Company analyzes and voluntarily adjusts the number of


Independent Members, taking into account that the number of Independent Members must be

proportional to the Floating Capital, among others.



NO. Please explain: The Company does not voluntarily adjust the number of independent board members based on the Floating Capital criteria.



Measure No. 18: Organization of the Board of Directors

18.1. The duties of the Chairman of the Board are established in the Bylaws and their principal

responsibilities are those established in Recommendation 18.1.


YES. Briefly explain: Article 4.2.7.1 of the Code of Good Governance establishes the duties of the Chairman of the Board.

NO. Please explain:



Revision Date:

18.2. The Company’s internal regulations stipulate the option that the Chairman of the Board

may be treated differently with regard to the other members, both in their obligations as well

as their compensation, due to the scope of their specific duties and greater provision of time.


YES. Briefly explain: Article 4.2.7.7 of the Code of Good Governance stipulates that the Chairman of the Board may receive a higher compensation as a result of the scope of his specific duties and greater time required.

NO. Please explain:




Revision Date:

18.3. The Bylaws include the rules for appointing the Secretary of the Board, including those

specified in Recommendation 18.3.



NO. Please explain: The appointment of the Secretary of the Board established in Article 23 of the Company Bylaws does not correspond to the recommendations provided in the survey; currently the Secretary is appointed by the Company President.



18.4. The Rules of Procedure for the Board of Directors establish the duties of the Secretary,

including those specified in Recommendation 18.4.


YES. Briefly explain: The Appointment and Remuneration Committee is comprised by three members of the Board. It is expressly stated that the members of this Committee must have experience in strategy, human resources and or issues related to salary policies and related matters. The Secretary for this Committee will be the Vice President of Human Management and Administration.

NO. Please explain:




18.5. The Board of Directors has an Appointment and Remuneration Committee.



YES. Briefly explain: The Appointment and Remuneration Committee is comprised by three members of the Board. It is expressly stated that the members of this Committee must have experience in strategy, human resources and or issues related to salary policies and related matters. The Secretary for this Committee will be the Vice President of Human Management and Administration.

NO. Please explain:




18.6. The Board of Directors has a Risk Committee.



NO. Please explain: The Risk Committee is not a separate committee, the duties suggested by the Country Code regarding risks have been assigned to the Audit, Finance and Risk Committee



18.7. The Board of Directors has a Corporate Governance Committee.


YES. Briefly explain: There is a Sustainability and Corporate Governance Committee which is comprised by three board members. This Committee’s main goal is to assist the Board of Directors in its duty to suggest and supervise the Company’s Sustainability and Corporate Governance measures.

NO. Please explain:





18.8. If the Company has deemed it unnecessary to establish all these committees, their duties

have been assigned among existing committees or have been assumed by the Board of Directors

in full.


YES. Briefly explain: We have three Committees providing assistance to the Board of Directors: 1. Audit, Finance and Risk; 2. Sustainability and Corporate Governance; 3. Appointments and Remuneration.

NO. Please explain:



Revision Date: March 2016

18.9. Every Board of Directors Committee has Rules of Procedure that govern the details of its

composition, the issues and duties on which the committee must work, and its operation,

providing 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 of the

Subordinate companies, if any.



NO. Please explain: Currently, the Committees are governed by the provisions established therefore in the Board of Director’s Rules of Procedure, although the possibility of developing individual Rules for each is not ruled out.



18.10. The Board of Directors Committees are exclusively comprised of Independent or Equity

Members, with a minimum of three (3) members and led by an Independent Member. In the

case of the Appointment and Remuneration Committee, Independent Members are always the

majority.



YES. Briefly explain: In accordance with the provisions stipulated in the Code of Good Governance (Articles 4.2.8 and 4.2.8.3) all committees created by the Company will be comprised by a minimum of three (3) members and led by an Independent Member. In the case of the Appointments and Remunerations Committee, it is comprised by three Board Members; the independent members are not the majority, insofar as there are only two independent Board Members.

NO. Please explain:



Revision Date:

18.11. The Board of Directors Committees can obtain occasional or on-going support from Senior

Management members with experience in subjects under their responsibility and/or from

outside experts.


YES. Briefly explain: According to the provisions stipulated in Article 4.2.8 of the Code of Good Governance, the Audit, Finance and Risk, Appointments and Remunerations, and Sustainability and Good Governance Committees may hire external consultants or independent experts.

NO. Please explain:



Revision Date: April 2016

18.12. To constitute its committees, the Board of Directors considers the profiles, knowledge and

professional experience of the members in relation to the Committee's subject matter.


YES. Briefly explain: In order to constitute its committees, the Board of Directors takes into consideration the profiles, knowledge and professional experience of the members in relation to the Committee's subject matter.

NO. Please explain:




Revision Date:

18.13. The minutes are noted for each committee meeting, and a copy is forwarded to all the

members of the Company's Board of Directors. If the committees have been granted decision-

making powers, the minutes are carried out according to the requirements of Articles 189 and

431 of the Commercial Code.


YES. Briefly explain: Minutes are noted for all Committee meetings, according to the requirements stipulated in Articles 189 and 431 of the Commercial Code.

NO. Please explain:



18.14. In the case of Conglomerates, unless the applicable legal or regulatory framework foresees

their creation, the internal regulations stipulate that the Boards of Directors of Subordinate

Companies may opt out of creating specific committees to deal with certain subjects, and the

Board of Directors Committees of the Parent Company may assume these tasks, without this

being considered a transfer of responsibilities from the subordinates’ Boards of Directors to the

Parent Company.



NO. Please explain: Odinsa, as a subsidiary of Argos business group, considers this is not a recommended practice, insofar as we have our own Board Committees, which are autonomous and independent.




18.15. The Audit Committee’s main task is to assist the Board of Directors in its oversight duty

by evaluating the accounting procedures, the relation with the Statutory Auditor and, in general,

reviewing the Company’s control architecture, including the audit of the Risk Management

System implemented by the Company.


YES. Briefly explain: In accordance with Article 4.2.8.1 of the Code of Good Governance, the Committee’s main objective is the assessment of accounting procedures, managing the relationship with the Statutory Auditor and overseeing the effectiveness of the control architecture and the risk management system.

NO. Please explain:




18.16. Audit Committee members have knowledge of accounting, finance and other related

subjects, which allows them to confidently deliberate on issues within the competence of the

committee and understand their scope and complexity.


YES. Briefly explain: The current members of the Audit Committee have extensive experience in financial matters and knowledge of accounting issues. They have an academic background in financial matters and have successfully held positions in both the private and the public sector. It should be noted that the Code of Good Governance expressly establishes that the individuals who comprise this Committee must have accounting and financial knowledge. Additionally, among the members of the Committee, there must be at least one with experience in corporate finance issues and / or matters related to the design and implementation of internal control systems.

NO. Please explain:





18.17. At the request of the Chairman of the General Shareholders’ Meeting, the Chairman of the

Audit Committee shall inform the General Shareholders’ Meeting about specific matters

concerning the work done by the Committee, such as the analysis of the scope and content of

the Statutory Auditor’s Report.



NO. Please explain: The request referred to in this section has not been included in any document. However, all Board Members, as well as all Committee members, are present at the General Shareholder’s Meeting in order to respond to any specific issues pertaining to the work done by each Committee, for example, the analysis of the scope and content of the Statutory Auditor’s Report.



18.18. The Rules of Procedure of the Audit Committee establish its duties, as noted in

Recommendation 18.18.


YES. Briefly explain: The Rules of Procedure of the Board, included in the Code of Good Governance, stipulate the duties suggested in Recommendation 18 of the Country Code.

NO. Please explain:



18.19. The primary objective of the Appointment and Remuneration Committee is to support

the Board of Directors in the exercise of its decision-making and advisory duties regarding the

appointment and remuneration of Board Members and Senior Management, and to oversee

observance of the corporate governance regulations, periodically appraising their compliance,

recommendations and principles (in cases where this duty is not expressly ascribed to another

committee of the Company).



YES. Briefly explain: Currently, the main objective of this Committee is to support the Board of Directors in the exercise of its duties associated with matters pertaining to the appointment and remuneration of the members of the Board of Directors and Senior Management. The duties related to verification of compliance with the Corporate Governance rules correspond to the Sustainability and Corporate Governance Committee.

NO. Please explain:



Revision Date:

18.20. Some Members of the Appointment and Remuneration Committee have sufficient

knowledge of strategy, human resources (recruitment, selection, hiring, training, personnel

management and administration), salary policy and similar subjects to understand the scope

and complexity that these matters might present within the Company.


YES. Briefly explain: The current Committee members have extensive knowledge of issues relates to human resource management. In addition, the Rules of the Board expressly state that the members of this Committee must have knowledge of strategy, human resources and/ or salary policy and similar subjects.

NO. Please explain:



Revision Date:

18.21. At the request of the Chairman of the General Shareholders’ Meeting, the Chairman of the

Appointment and Remuneration Committee can inform the General Shareholders’ Meeting

about specific matters concerning the work done by the Committee, such as the monitoring of

the Board of Directors and Senior Management compensation policies.


YES. Briefly explain: All Board Members, who are Committee members as well, are present at the General Shareholder’s Meeting in order to respond to any specific issues pertaining to the work done by each Committee.


NO. Please explain:



Revision Date:

18.22. The Rules of Procedure for the Appointment and Remuneration Committee establish its

duties, as noted in Recommendation 18.22.


YES. Briefly explain: The Rules of Procedure of the Board, whereby all matters pertaining to the Committees of the Board of Directors are regulated, includes the duties suggested in Recommendation 18.22.

NO. Please explain:



18.23. The primary objective of the Risk Committee is to assist the Board of Directors in fulfilling

its risk management oversight responsibilities.


YES. Briefly explain: Although there is no independent Risk Committee all duties suggested for said Committee have been assigned to the Audit, Finance and Risk Committee. The Rules of Procedure of the Board of Directors, included in the Code of Good Governance, expressly provides that the primary objective of the Audit, Finance and Risk Committee is the assessment of accounting procedures, managing the relationship with the Statutory Auditor and overseeing the effectiveness of the control architecture and the risk management system.

NO. Please explain:




18.24. At the request of the Chairman of the General Shareholders’ Meeting, the Risk Committee

Chairman can inform the General Shareholders’ Meeting about specific matters concerning the

work done by the Committee



NO. Please explain: The request referred to in this section is not incorporated into any risk assessment duty of the Audit Committee. However, all Board Members, who are Committee members as well, are present at the General Shareholder’s Meeting in order to respond to any specific issues pertaining to the work done by each Committee.



18.25. The Rules of Procedure of the Risk Committee establish its duties, as noted in

Recommendation 18.25, along with any amendments necessary to differentiate between

companies that are part of the financial or the real sector of the economy, notwithstanding the

duties assigned to this Committee by the regulations in force


YES. Briefly explain: The Rules of Procedure of the Board, whereby all matters pertaining to the operation of the Committees of the Board of Directors are regulated, includes the duties assigned to the Audit, Finance and Risk Committee suggested in Recommendation 18.25.

NO. Please explain:


Implementation Date: Revision Date: April 2016

18.26. The primary assignment of the Corporate Governance Committee is to support the Board

of Directors with its duties to offer proposals and oversight of the corporate governance

measures adopted by the Company.




The Rules of Procedure of the Board, included in the Code of Good Governance, expressly stipulate that the primary assignment of the Corporate Governance Committee is to support the Board of Directors with its duties to offer proposals and oversight of the Sustainability and Corporate Governance measures.

NO. Please explain:




18.27. The Rules of Procedure for the Corporate Governance Committee establish its duties, as

noted in Recommendation 18.27.


YES. Briefly explain: The Rules of Procedure of the Board, whereby all matters pertaining to the operation of the Committees of the Board of Directors are regulated, includes the duties assigned to the Sustainability and Corporate Governance Committee suggested in Recommendation 18.27.

NO. Please explain:



Measure No. 19: Operation of the Board of Directors

19.1. The Chairman of the Board of Directors, with the aid of the Secretary and Company President,

prepares a work plan for the Board of Directors for the appraised period. This tool helps to

establish a reasonable number of ordinary meetings per year, and their estimated duration.


YES. Briefly explain: Annually, the Board's Action Plan is approved, which sets the dates of the ordinary meetings and the main topics to be discussed in each of them. In the Rules of Procedure of the Board included in the Code of Good Governance, it is expressly established that at the first meeting held by the Board of Directors, after the ordinary General Shareholder’s Meeting, the Action Plan for the respective year will be defined, establishing dates for the meetings


throughout the year and the topics to be addressed in each of them. The Directors, by means of a communication sent to the Chairman of the Board of Directors at least three business days prior to the scheduled date for a specific meeting, may request the addition of additional topics to the agenda.

NO. Please explain:



19.2. The Board of Directors of the Company holds between eight (8) and twelve (12) ordinary

meetings per year, with the exception of entities subject to oversight that, given their nature,

are obliged to hold at least one (1) meeting per month.


YES. Briefly explain: Yes, it meets at least 12 times per year, in accordance with Article 4.2.7.4 of the Code of Good Governance.

NO. Please explain:




19.3. One (1) or two (2) Board Meetings a year clearly focus on establishing and monitoring the

corporate strategy.


YES. Briefly explain: The Rules of Procedure of the Board included in the Code of Good Governance expressly states that the Board of Directors must meet at least once a year, for a special and extensively prepared meeting to analyze, assess and decide on the Company’s strategies and plans.

NO. Please explain:


Implementation Date:



19.4. The Board of Directors approves a specific schedule of ordinary meetings, notwithstanding

it being able to hold as many extraordinary meetings as necessary.


YES. Briefly explain: When the Board’s Action Plan is approved, the ordinary meeting schedule is defined. The Rules of Procedure of the Board included in the Code of Good Governance expressly states that at the first meeting held by the Board of Directors after the ordinary General Shareholders’ Meeting, the Action Plan for the respective year will be defined, establishing a meeting schedule for the years and the issued to be addressed in each of them.

NO. Please explain:




19.5. The Board Members receive, with the notice of the meeting, the documents or

information related to each item on the meeting Agenda at least five (5) calendar days in

advance in order that they may actively participate and make reasonable decisions.



NO. Please explain: In accordance with the provisions stipulated in the Bylaws, the notice given to the Board Members, for them to gain access to the relevant information, is no less than 2 business days.



19.6. The Chairman of the Board of Directors, with the aid of the Secretary of the Board, has the

final responsibility of ensuring that the members receive the information sufficiently in advance

and that the information is useful. Therefore, quality must prevail over quantity in the set of

documents submitted (Board of Director's dashboard).



YES. Briefly explain: The Rules of Procedure of the Board of Directors stipulates that in order to improve the performance of the Board, it will ensure that the information provided is relevant, precise, complete and well organized; and designed in such a way that the Directors are informed of all material aspects related to corporate matters.

NO. Please explain:



19.7. The Chairman of the Board has the final responsibility for preparing the Board Meeting

Agendas, and not the Company President, following certain parameters that allow it to follow a

logical order for the presentation of topics and discussions.



NO. Please explain: This responsibility of the Chairman of the Board is not mentioned in the Code of Good Governance or in the Bylaws. In practice, the Company President is responsible for said preparation.



19.8. The attendance of the Members to Board of Directors and Committee meetings is

published by the Company in its Annual Corporate Governance Report and on its website.


YES. Briefly explain: The information on the attendance of the Members of the Board of Directors to the Board Meetings and Committee meetings is provided in the Annual Management Report, in the chapter on Good Governance, which is published on the Company’s website and is delivered to the Shareholders at the entrance of the ordinary meeting.

NO. Please explain:




19.9. The Board of Directors annually assesses the effectiveness of its work as a governing body,

as well as that of its Committees and its individual members, including a peer review, and the

reasonableness of its internal regulations, as well as the dedication and performance of its

members, proposing the modifications to its organization and operations it deems appropriate.

In the case of Conglomerates, the Board of Directors of the Parent Company requires that the

assessment be carried out in the Boards of Directors of its Subordinate Companies.


YES. Briefly explain: In accordance with the provisions stipulated in the Code of Good Governance, the Board of Directors has the obligation to carry out an annual self-assessment regarding its management and a review of the Board of Directors’ performance assessment (Article 4.2.7.9). The Parent Company promotes that the other companies that comprise the business group also carry out these types of assessments.

NO. Please explain:




19.10. The Board of Directors alternates between internal self-assessments and external

assessments carried out by independent advisors.


YES. Briefly explain: The external assessments alternate with self-assessments. This is an express obligation stipulated in the Code of Good Governance.

NO. Please explain:



Revision Date:


Measure No. 20: Rights and Duties of the Board Members

20.1. The Rules of Procedure for the Board of Directors complements the provisions of the

regulatory framework regarding the rights and duties of the Board of Directors’ Members.


YES. Briefly explain: The Rules of Procedure of the Board of Directors complements the regulations pertaining to the Board of Directors established in the Bylaws, and included in the Code of Good Governance, specifically Article 4.2.7.

NO. Please explain:




20.2. The Rules of Procedure for the Board of Directors lays out the Company’s understanding of

the duties of Board Members stated in Recommendation 20.2.


YES. Briefly explain: Article 4.1 of the Code of Good Governance includes the duties of the Administrators, also applicable to the Board Members. However, the duties of the Administrators are not included in the section on the operation of the Board of Directors.

NO. Please explain:




20.3. The Rules of Procedure for the Board of Directors lays out the Board Members’ rights stated

in Recommendation 20.3.


YES. Briefly explain: The Rules of Procedure for the Board of Directors, included in the Code of Good Governance, contemplate some of the rights established for the Board Members and


described in the recommendation herein; all other rights are developed throughout the Code of Good Governance.

NO. Please explain:




Measure No. 21: Conflicts of Interest

21.1. The Company has a policy and procedure for the awareness, management and resolution of

conflicts of interest established and formalized in its internal regulations, whether they are

direct or indirect through Related Parties, which can affect members of the Board of Directors

and other Administrators.


YES. Briefly explain: In accordance to Article 6 and subsequent of the Code of Good Governance, there is a policy and procedure to address situations that arise due to a conflict of interest.

NO. Please explain:




21.2. The procedure to manage conflicts of interest classifies the conflicts based on their nature,

differentiating between sporadic and ongoing conflicts of interest. If the conflict of interest is

sporadic, the applicable procedure specifies the rules and steps to follow, which must be

relatively easy to administer and difficult for the affected party to evade. In the event of an

ongoing conflict of interest, the procedure specifies that, if the situation affects the Company’s

overall operations, then it is considered a cause for mandatory resignation by the affected party,

as it will prevent the person from performing their duties.



NO. Please explain:


The Code of Conduct determines the procedure to disclose and manage conflicts of interest. We will implement in the corporate documents the nature of the conflict and the corresponding procedure.



21.3. Members of the Board of Directors, Legal Representatives, Senior Management and other

Administrators of the Company regularly inform the Board of Directors of the direct or indirect

relations between themselves or with other entities or structures belonging to the

Conglomerate of which the issuer is a part, or with the issuer, providers, clients or with any

other Stakeholders that could result in conflicts of interest situations, or sway the direction of

their opinion or vote. This procedure is used to construct a “Related Parties Map” for the

Administrators.


YES. Briefly explain: Annually, the Members of the Board of Directors and all Company employees must complete Potential Conflict of Interest Declarations, which are analyzed by the Compliance Department in order to determine the different relationships that may possible result in a conflict of interest. In addition, the Code of Conduct expressly states the obligation to disclose any conflict of interest that arises during the year.

NO. Please explain:



21.4. Relevant conflicts of interest situations in which the Board Members and other

Administrators find themselves, understood as those that would oblige the affected party to

abstain from attending a meeting and/or participating in a vote, are included in the public

information posted annually by the Company on its website.


YES. Briefly explain: The conflicts of interest that arise during the year are disclosed in an aggregate manner in the Comprehensive Report. For 2017 there were no relevant conflicts of interest for the Company; therefore no information was published or reported on the Company’s website.

NO. Please explain:




21.5. For these purposes, the definition of Related Party applicable to the Company is consistent

with the International Accounting Standard No. 24 (IAS 24).



NO. Please explain: The definition given by the Business Group is not exactly the same as that indicated in IAS 24.



Measure No. 22: Transactions with Related Parties

22.1. The Company has a policy that defines the specific procedure to evaluate, approve and

disclose transactions with Related Parties, including outstanding balances and relations

between them, except for transactions with a specific regulation.


YES. Briefly explain: Both Article 7.4 of the Code of Good Governance and the Policy for Related Parties have established the general guidelines for transactions with related parties, and we are working on a specific policy to address this issue. In January 2018, the Board of Directors approved the Policy for Transaction Management with Related Parties whereby specific procedures are set for the valuation and approval of transaction, as well as disclosure.

NO. Please explain:




Revision Date:

22.2. The Company’s policy on transactions with Related Parties addresses the features covered

in Recommendation 22.2.



NO. Please explain: However, in January 2018, the Policy for Transaction Management with Related Parties included all elements suggested in Recommendation 22.2



22.3. The policy does not require express authorization from the Board of Directors for recurring

transactions with Related Parties inherent to the Company’s ordinary course of business carried

out by virtue of standard form agreements or general framework agreements whose terms are

perfectly standardized, are applied on a mass scale, and are carried out at market prices,

generally set by the acting provider of the good or service in question, and whose individual

amount is irrelevant to the Company.


YES. Briefly explain: The Policy established that any transaction with a related party that is not within the ordinary course of business of any of the related parties and /or is not carried out according to market conditions, or if it is an operation within the ordinary course of business and carried out according to market conditions, which exceeds the power of approval granted in the Bylaws to the legal representatives, must be subjected to the valuation of the Audit Committee and subsequently to the approval of the Boards.

NO. Please explain:



Revision Date:

Measure No. 23: Compensation of Members of the Board of Directors


23.1. The Company has a compensation policy for its Board of Directors approved by the General

Shareholders’ Meeting and reviewed yearly, identifying all components for which

compensation can be paid. These components may be fixed or variable. They can include set

fees for Board Members, fees for attending Board and/or Committee Meetings, and other

remuneration of any king earned in the course of the period, whatever their cause, in cash or in

kind, as well as obligations incurred by the Company for pensions or life insurance payments or

other concepts for both former and current members, as well as insurance premiums for civil

liability (D & O policies) incurred by the Company for its Board Members.


YES. Briefly explain: The Company has an Appointment, Remunerations and Succession Policy for the Board of Directors which includes the possible remuneration components.

NO. Please explain:



23.2. If the Company adopts compensation systems based on the recognition of a variable

component related to the Company’s good performance in the medium and long term, the

compensation policy must include limits to the amount available to the Board of Directors. If

the variable component is related to the Company's profits or other management indicators at

the close of the year being evaluated, the Company must consider the possible reservations

listed in the Statutory Auditor’s Report, which could decrease the period’s profits.


YES. Briefly explain: The Appointment, Remuneration and Succession Policy for the Board of Directors foresees that in the event that the Company opts for the adoption of a remuneration scheme such as the one described above, the applicable methodology for its determination must be measurable in an objective manner and likely to be audited, as well as disclosed on the Company’s webpage.

NO. Please explain:




23.3. Equity and Independent Members of the Board of Directors are expressly excluded from

compensation systems that include stock options or variable compensation based on the

absolute variation of the share price.



NO. Please explain: No restriction has been approved in this sense.



23.4. For each period evaluated, and within the compensation policy framework, the General

Shareholders’ Meeting approves a maximum cost of the Board of Directors for all the

approved compensational components.


YES. Briefly explain: The Appointment, Remuneration and Succession Policy for the Board of Directors determines that the Company President present the total Board cost proposal to the General Shareholders’ Meeting on an annual basis, as well as a report on the execution of the cost approved the year immediately preceding.

NO. Please explain:



Revision Date:

23.5. The total effective cost of the Board of Directors during the evaluated period, which includes

all the compensation components paid to Board Members, as well as reimbursed expenses, is

disclosed to the shareholders and posted on the Company’s website, with the level of itemization

and detail approved by the Board of Directors.


YES. Briefly explain: The Appointment, Remuneration and Succession Policy for the Board of Directors determines that the Company President present the total Board cost proposal to the


General Shareholders’ Meeting on an annual basis, as well as a report on the execution of the cost approved the year immediately preceding.

NO. Please explain:



Revision Date:

Measure No. 24: Company President and Senior Management.

24.1. The Company’s governance model establishes an effective separation between the Company

administration or governance (represented by the Board of Directors) and the regular course

of business (under the responsibility of Senior Management and headed by the Company

President).


YES. Briefly explain: The Company has established a separation between the Board of Directors, as the body responsible for the strategic management, and the direction of the Company and Senior management, which is responsible for the ordinary course of business, and the implementation of the direction given from the Board of Directors.

NO. Please explain:



Revision Date:

24.2. Generally, the Board of Directors’ policy consists of delegating the regular course of business

to the Senior Management team, focusing its activity on the general roles of strategy, oversight,

governance and control.


YES. Briefly explain: There is a differentiation between the duties assigned to the Board and the Company President. Through the many modification made over time, the Board’s duties have been specified more and more.

NO. Please explain:





24.3. As a general rule, Senior Management members are directly identified, assessed and

appointed by the Company President, as they are his/her direct employees. Alternatively, the

Company may opt to have the Board of Directors appoint the Senior Management members upon

the recommendation of the Company President. Regardless of who makes the final appointment,

the candidates for key executive positions in the Company are recognized and assessed by the

Appointment and Remuneration Committee of the Board of Directors, which will state its opinion.



NO. Please explain: Although this is not documented as a policy, in practice Senior management is appointed by the Company President; sometimes the Board of Directors may intervene in the appointment or recommend a candidate to the Appointment and Remuneration Committee.



Revision Date:

24.4. The Company has a clear policy regarding the assignment of duties approved by the Board of

Directors and/or a power arrangement that describes the level of power of the Company President

and the other Senior Management members.



NO. Please explain: The Bylaws and the Code of Good Governance determine the duties of the Company President; however, we do not have a policy for the delegation of duties approved by the Board of Directors.





24.5. The Board of Directors, through the Appointment and Remuneration Committee or the

committee that fulfills its roles, annually leads the performance evaluation of the Company

President and is informed of the evaluations of the other Senior Management members.



NO. Please explain: It was determined that the Board of Directors must have knowledge of the performance evaluation of Senior Management members, whereby the Appointment and Remuneration Committee must develop the corresponding process. However, it is worth highlighting that even thought it was not expressly regulated, from a while back, the Board has assumed the responsibility of carrying out the performance evaluation of Senior Management members. This will be regulated in the corresponding corporate document.




24.6. The Company has a compensation policy for the Company President and other Senior

Management members, approved by the Board of Directors, which identifies all the compensation

components that may be effectually satisfied, tied to the fulfillment of long-term objectives and risk

levels.



NO. Please explain: We will incorporate this policy into the corresponding corporate document.



Revision Date:

24.7. If the compensation of the Company President includes both a fixed and a variable

component, its technical proposal and calculation will preserve the variable component from

exceeding the maximum limit established by the Board of Directors.



NO. Please explain: This is not documented.




III. CONTROL ARCHITECTURE

Measure No. 25: Control Environment

25.1. The Board of Directors is ultimately responsible for instituting a solid control environment in

the Company, adjusted to its nature, size, complexity and risks, complying with the budgets

presented in Recommendation 25.1.


YES. Briefly explain: The Code of Good Governance expressly states that Odinsa’s Board of Directors should try to guarantee the existence of a Control Architecture that addresses the guidelines established by the Parent Company. Establishing responsibilities regarding policies and guidelines on this matter within the organization and defining clear reporting lines that allow for a consolidated view of the risks.

NO. Please explain:



25.2. In the case of Conglomerates, the Board of Directors of the Parent Company will endeavor to

institute a Control Architecture with a consolidated and formal scope that encompasses all the

Subordinate Companies, establishing responsibilities regarding the conglomerate’s policies and

guidelines on this matter and defining clear reporting lines that provide a consolidated vision of the

risks to which the Conglomerate is exposed and the required control measures.


YES. Briefly explain: The Code of Good Governance establishes that the Board of Directors of Grupo Argos is responsible for the existence of a Control Architecture with a consolidated, formal scope that covers all Related Companies, establishing responsibilities with respect to policies and guidelines on this matter at the Conglomerate level, and defining clear reporting lines that


allow for a consolidated view of the risks to which the Conglomerate is exposed and the adoption of the corresponding control measures. Additionally, in the Relationship Policy with Related Companies, Grupo Argos is expected to promote appropriate corporate behavior, transparent and efficient management and disclosure, always in compliance with the laws of the geographical areas where it operates.

NO. Please explain:



Measure No. 26: Risk Management

26.1. The risk management objectives of the Company are those included in Recommendation 26.1.


YES. Briefly explain: The Risk Policy considers all elements established in Recommendation 26.1.

NO. Please explain:



26.2. The Company has a risk map, understood to be a tool to identify and monitor the financial

and non-financial risks to which it is exposed.


YES. Briefly explain: The Company has a risk map that includes financial and non-financial risks. These are analyzed by the Audit, Finance and Risk Committee.

NO. Please explain:




26.3. The Board of Directors is responsible for establishing a risk management policy and setting

maximum exposure limits for each identified risk.


YES. Briefly explain: The Board of Directors approved the risk management policy; furthermore, it monitors exposure to each identified risk, prior report by the Audit, Finance and Risk Committee.

NO. Please explain:



26.4. The Board of Directors recognizes and regularly oversees the Company’s effective

exposure to the established maximum risk limits and proposes actions to correct and monitor

these in the case of deviations.


YES. Briefly explain: The Board of Directors has information on, monitors and proposes actions based on the exposure of the identified risks, in its Audit, Finance and Risk Committee, which analyzes and monitors risks in detail.

NO. Please explain:



26.5. Within the Risk Management Policy framework, the Senior Management owns the

processes and is responsible for risk management. Namely, it identifies, assesses, measures,

controls, monitors and reports the risks, establishing methodologies, and ensuring that the risk

management is consistent with the strategy, the established risk policy and the approved

maximum limits.



YES. Briefly explain: The approved Risk Management Policy contemplates that Senior Management is responsible for risk management, according to the roles and responsibilities defined therein.

NO. Please explain:



26.6. The Company has a risk allocation policy, approved by the Board of Directors, which

establishes the risk limits that can be directly managed by each level in the Company.


YES. Briefly explain: In order to ensure adequate coverage ad reporting of events registered on the risk map, a responsibility matrix was created, according to which the allocation of responsibility is established based on their level of criticality within the Board of Directors, the President, Vice President and Management Committee.

NO. Please explain:



26.7. In Conglomerates, the risk management must be done at the consolidated level in order

to contribute to the cohesion and control of the companies that are part thereof.


YES. Briefly explain: The Relationship Policy with Related Companies determined it is the responsibility of Grupo Argos, Parent Company of the Business Group, to make and keep updated a general risk map, in addition to monitoring the operation of the internal control systems and defining the actions required for its improvement; adopt actions to manage risks and improve internal control systems. In development of the above, risk management is led by the Audit, Finance and Risk Committee of Grupo Argos, which is in charge of the supervision of the Comprehensive Risk Management System of the holding and its subsidiaries, the review and evaluation of the efficiency and integrity of the Internal Control System and the definition of appetite and risk tolerance according to the strategic definitions of the Company.


NO. Please explain:



26.8. If the Company has a complex and varied businesses and operations structure, there is a

Chief Risk Officer (CRO), who is accountable at the Conglomerate level, in the case of integrated

companies in control situations and/or business groups.



NO. Please explain: Although the position of Conglomerate Chief Risks Officer does not exist, the office of the General Corporate Controller does, which, in accordance with the Code of Good Governance is responsible for the design and coordination of the elements that comprise Control Architecture, in conjunction with the Related Companies.



Measure No. 27: Control Activities

27.1. The Board of Directors is responsible for ensuring the existence of an adequate internal

control system that is adapted to the Company and its complexity, and that is consistent with

the risk management in force.


YES. Briefly explain: The Code of Good Governance and the Bylaws establish that it is the responsibility of the Board to approve and monitor the implementation and effectiveness of the internal control systems, for which the Audit, Finance and Risk Committee offers its support by reviewing and assessing the risk management prior to the approval and suggesting the improvements deemed necessary, in an effort to configure the risk profile in accordance with the Company’s strategic objectives.

NO. Please explain:





27.2. The Board of Directors is responsible for supervising the effectiveness and suitability of the

internal control system, a responsibility that it may delegate to the Audit Committee without

this affecting the oversight responsibility of the Board of Directors.


YES. Briefly explain: The Code of Good Governance and the Bylaws establish that it is the responsibility of the Board to approve and monitor the implementation and effectiveness of the internal control systems, for which the Audit, Finance and Risk Committee offers its support by reviewing and assessing the risk management prior to the approval and suggesting the improvements deemed necessary, in an effort to configure the risk profile in accordance with the Company’s strategic objectives.

NO. Please explain:




27.3. The Company applies and requires the principle of self-control, understood as “the capacity

of those who participate in the different processes to consider control as an inherent part of their

responsibilities, field of action, and decision-making.”


YES. Briefly explain: The Risk Management Policy establishes that the risks are managed taking into account the independence of the area responsible for managing the Comprehensive Risk Management System, the business and support areas that generate and manage the risks, as well as the assignment of risk managers for each business and support area, who are responsible for up-to-date knowledge of the processes under their responsibility, updating risk maps and controls, and offering training support; as well as reporting on comprehensive risk management to the risk unit and the heads of area.

NO. Please explain:




Measure No. 28: Information and Communication

28.1. The Company’s culture, philosophy and risk policy are communicated downward and

horizontally across the Company, as well as the approved risk exposure limits, in order that the

entire organization can consider risks and control activities in its endeavors.


YES. Briefly explain: The risk culture is a fundamental pillar in the risk model adopted and is an essential premise to ensure that risk management operates as a dynamic model within the organization. Since 2017, a risk culture has been promoted throughout the different levels of the organization, in an effort to promote an understanding of the risk policy.

NO. Please explain:



28.2. In the Company there is a bottom-up information reporting mechanism (up to the Board

of Directors and Senior Management), which is accurate, understandable and complete,

supporting and enabling informed decision-making and risk and control management.



NO. Please explain: Although the Audit, Finance and Risk Committee carries out a detailed follow-up of the Company’s financial performance and the management of the risks identified on the risk map, alerting the board on special interest matters, we do not have a documented information reporting mechanism.




28.3. The Company’s mechanism for communicating and reporting information allows: i. Senior

Management to involve the entire Company, highlighting its risk management responsibility and

defining controls; and ii. The Company’s personnel to understand its role in risk management in

and control identification, as well as their individual contribution with respect to the work of

others.



NO. Please explain: The Company has several follow-up mechanisms to ensure that management is carried out in an adequate and efficient manner: Corporate Risk Management methodology and risk map reporting, managed in accordance with the responsibility matrix. Hiring external consultants for the identification and rating of the risk management and internal control systems – performance and risk indicators. However, we will expressly implement the mechanisms in the relevant corporate documents.



28.4. The Company has internal lines for anonymous complaints or whistleblowers, which allow

employees to anonymously report illegal or unethical behavior, or that might infringe on its risk

management and control culture. A list of these complaints is submitted to the Company’s

Board of Directors.


YES. Briefly explain: Odinsa has a Transparency Line, a free channel through which people may report, anonymously if need be, any faults and defaults to the Code of Conduct and the internal regulations. This line is managed by an independent third party, it has an email address and toll free number that is available Monday thru Saturday from 6:00 am to 10:00 pm. The information received is managed with the highest levels of confidentiality and, according to their nature the cases are brought to the attention of the relevant Investigation Officials.

NO. Please explain:


Implementation Date: January 2016


Revision Date:

Measure No. 29: Oversight of the Control Architecture

29.1. In the Company, the Board of Directors by way of the Audit Committee, is responsible for

supervising the effectiveness of the different components of the Control Architecture.


YES. Briefly explain: The Code of Good Governance expressly states that the duty to oversee the effectiveness of the organization’s different elements of Control Architecture is under the responsibility of the Audit, Finance and Risk Committee.

NO. Please explain:




29.2. In the Company, oversight tasks aimed at ensuring control architecture efficacy primarily

involve the Internal Audit Department in partnership with the Statutory Auditor, in matters

integral to their responsibility, and particularly, relating financial information generated by the

Company.


YES. Briefly explain: The Code of Good Governance establishes that the Internal Audit department carries out an independent activity for the objective assessment of the quality and effectiveness of the control system, and provides support and advice in an effort to add value to the execution of Company operations. In addition it helps achieve its goals through a systematic and disciplined approach to assess and improve the efficiency of the risk management system, control and governance processes. In addition, the Bylaws establish the duties of the Statutory Auditor, which include a review of the financial information.

NO. Please explain:





29.3. The Company's internal audit task has Internal Audit Statutes approved by the Audit

Committee, which expressly describes the scope of its duties on this matter, which should

include the subjects noted in Recommendation 29.3.


YES. Briefly explain: There is an Internal Statute in accordance with the regulations provided by the Institute of Internal Auditors, which must be revised in order to ensure that it adapts to the recommendation for the New Country Code. Parent Company guidelines are being adopted.

NO. Please explain:



Revision Date:

29.4. The main responsible party for the internal audit maintains a professionally independent

relationship from the Senior Management of the Company or Conglomerate that hired him/her

by means of the exclusive operative dependence of the Audit Committee.


YES. Briefly explain: The Code of Good Governance establishes that the internal audit department carries out duties that are independent from those of the organization, and included in these duties is that of reporting its findings to the Audit Committee.

NO. Please explain:




29.5. The Board of Directors is responsible in the Company for appointing and dismissing the

responsible party for the internal audit, at the recommendation of the Audit Committee, and

the market is notified of their dismissal or resignation.




NO. Please explain: In accordance with the Bylaws, the appointment of the Internal Auditor is made from the list of candidates presented by the Company President.



29.6. The Statutory Auditor of the Company or Conglomerate is clearly independent thereof,

and declares said independence in the respective audit report.


YES. Briefly explain: In accordance with the provision stipulated in the Code of Good Governance, the Statutory Auditor, in its report to the General Shareholders’ Meeting will include, in addition to all legal requirements, a statement declaring its condition as an independent firm.

NO. Please explain:



29.7. If the Company acts as the Parent Company of a Conglomerate, the Statutory Auditor is the

same for all companies, including any offshore companies.


YES. Briefly explain: In accordance with the Code of Good Governance, the Statutory Auditor must be an internationally recognized independent firm, and the Parent Company makes every effort to ensure that this firm is the same for all its companies.

NO. Please explain:


Implementation Date:


Revision Date:

29.8. The Company has a policy to appoint the Statutory Auditor, approved by the Board of

Directors and disclosed to the Shareholders, which includes the provisions established in



YES. Briefly explain: In accordance with the provisions of the Code of Good Governance, neither the Statutory Auditor, nor the natural persons or entities related to it, may perform or provide services different from those of their position, neither for the parent Company nor for any of its subordinates. Additionally, it establishes that in the agreement entered into by the Company with the Statutory Auditor, it will be established that in the event of successive re-elections, the maximum term of the total contractual relationship will be 10 years and the natural persons appointed to exercise the position of principal and alternate must be changed at least every 5 years, and said persons may only resume their duties as statutory auditors of the Company at least 2 years after they retire from the position.

NO. Please explain:



29.9. In order to avoid an excessively long relationship between the Company and the statutory

audit firm and/or its teams, and to maintain their independence, the Company has established

a maximum contract term ranging from five (5) to ten (10) years. The maximum contract term

for the Statutory Auditor, an individual not associated to a firm, is five (5) years.


YES. Briefly explain: The Code of Good Governance establishes that in the agreement entered into by the Company with the Statutory Auditor, it will be established that in the event of successive re-elections, the maximum term of the total contractual relationship will be 10 years and the natural persons appointed to exercise the position of principal and alternate must be changed at least every 5 years, and said persons may only resume their duties as statutory auditors of the Company at least 2 years after they retire from the position.

NO. Please explain:





29.10. Within the maximum contract term, the Company encourages the rotation of the statutory

audit firm’s partner assigned to the Company and its work teams at the midterm of the period.

Said rotation within the firm is mandatory at the end of the period.


YES. Briefly explain: The Code of Good Governance establishes that in the agreement entered into by the Company with the Statutory Auditor, it will be established that in the event of successive re-elections, the maximum term of the total contractual relationship will be 10 years and the natural persons appointed to exercise the position of principal and alternate must be changed at least every 5 years, and said persons may only resume their duties as statutory auditors of the Company at least 2 years after they retire from the position.

NO. Please explain:



29.11. In addition to the existing ban on hiring the statutory auditor for any professional services

other than the Company's financial audit and other duties recognized in current regulations, the

Company extends this limitation to individuals or entities related to the statutory audit firm.

Including the companies in its group as well as those companies with a large number of partners

and/or administrators in common with those of the statutory audit firm.


YES. Briefly explain: In accordance with the provisions of the Code of Good Governance, neither the Statutory Auditor, nor the natural persons or entities related to it, may perform or provide services different from those of their position, neither for Odinsa nor for any of its subordinates.

NO. Please explain:



Revision Date:


29.12. In its public information, the Company discloses the total amount of the contract with the

statutory auditor, as well as the ratio of fees paid by the Company versus the firm’s total

revenue related to its statutory audit activity.



NO. Please explain: The Company only publishes the name of the firm chosen by the General Shareholder’s Meeting to exercise the duties as Statutory Auditor, and the amount of the contract.



IV. TRANSPARENCY OF FINANCIAL AND NON-FINANCIAL INFORMATION

Measure No. 30: Information Disclosure Policy

30.1. The Board of Directors has approved an information disclosure policy, which identifies at

minimum the information included in the Recommendation.



NO. Please explain: Despite the fact that the Company has an access to information policy for shareholders, investors and third parties, as well as data protection and privileged information policies, an information disclosure policy which includes the issues mentioned in recommendation 30.1 such has not been developed.



30.2. In the case of Conglomerates, disclosure of information to third parties regarding the

group of companies is comprehensive and complete, allowing external third parties to form an

opinion based on the reality, organization, complexity, activity, size and governance model of

the Conglomerate.



YES. Briefly explain: The Conglomerate’s related companies’ web sites publishes the information on the total conglomerate structure, business goals, financial statements, policies, real beneficiaries, main activities and government bodies, among others.

NO. Please explain:



Revision Date:

Measure No. 31: Financial Statements

31.1. In the event the Statutory Auditor's report contains reservations, the Audit Committee

Chairman shall make a statement to the shareholders gathered at the General Shareholders’

Meeting about the reservations and the actions the Company proposes to resolve them.


YES. Briefly explain: In accordance with the provisions of the Code of Good Governance, the Audit, Finance and Risk Committee must have knowledge of, prior to the presentation to the Board of Directors, the year-end financial statements presented by the Statutory Auditor. In the event the Statutory Auditor’s report contains reservations or unfavorable opinions, a statement on its content and scope will be issued to the shareholders and the public securities market through the Company’s web page.

NO. Please explain:



Revision Date:

31.2. When the Board of Directors considers that its must maintain its criteria regarding the

reservations and/or highlights submitted by the Statutory Auditor, this position is adequately

explained and justified in a written report to the General Shareholders’ Meeting, specifying

the content and scope of the discrepancy.



YES. Briefly explain: In accordance with the provisions of the Code of Good Governance, the Audit, Finance and Risk Committee must have knowledge of, prior to the presentation to the Board of Directors, the year-end financial statements presented by the Statutory Auditor. In the event the Statutory Auditor’s report contains reservations or unfavorable opinions, a statement on its content and scope will be issued to the shareholders and the public securities market through the Company’s web page.

NO. Please explain:



31.3. Transactions with or between Related Parties, including transactions between companies

of the Conglomerate, that are considered significant for the Company due to objective

parameters like volume of the transaction, percentage of assets, sales or other indicators, are

detailed in the public financial information, in addition to any offshore transactions.


YES. Briefly explain: Every year a business group transaction report is prepared, which is made known to the shareholders, together with the other documents that are delivered prior to the ordinary meeting, so that they can participate and make decisions in the Shareholder’s Meeting. Additionally, in December 2017, the Board of Directors approved the Policy for the Management of Transactions between Related Companies in which it is established that any transaction with a related party that is not within the ordinary course of business of any of the related parties and /or is not carried out according to market conditions, or if it is an operation within the ordinary course of business and carried out according to market conditions, which exceeds the power of approval granted in the Bylaws to the legal representatives must be subjected to the valuation of the Audit Committee and subsequently to the approval of the Boards.

NO. Please explain:



Measure No. 32: Information for the Markets


32.1. Within the framework of the information disclosure policy, the Board of Directors (or the Audit

Committee) shall adopt any measures necessary to ensure all financial and non-financial

information about the Company required by existing legislation is disclosed to the financial and

capital markets, in addition to any information deemed relevant for investors and clients.


YES. Briefly explain: The Code of Good Governance determines all information to be disclosed by the Company and the measures to do so.

NO. Please explain:



Revision Date:

32.2. The Company's website was designed to be user-friendly, allowing users simple access to

information related to corporate governance.


YES. Briefly explain: The Company’s web page was designed with the help of external communications experts ensuring easy and user-friendly access to visitors.

NO. Please explain:



Revision Date:

32.3. The Company’s website at least includes links related to Recommendation 32.3.



NO. Please explain: Odinsa’s web page has all the information required to obtain the IR issuer recognition issued by the Securities Exchange, as well as the publication of relevant information and Company news. This information is published in English and Spanish.


However, regarding the links mentioned in Recommendation 32.2, the risk management report, information for control entities, Committee reports and rights of information are not published.



32.4. The materials used generally by the Company to disseminate information to the markets

are documents that can be downloaded, printed and shared.


YES. Briefly explain: The information included in the Company’s web page, as well as the information relevant to the Superintendence of Finance is presented in such a way as to allow it to be downloaded and printed.

NO. Please explain:



Revision Date:

32.5. If the Company is of great size and complexity, it annually posts on its website, an explanatory

report about the organization, methods and procedures of its Control Architecture implemented

with the intention of providing accurate and secure financial and non-financial information,

safeguarding the organization’s assets and the efficiency and security of its transactions.

Information on the Control Architecture is complemented by a risk management report.



NO. Please explain: We are currently working on the implementation of this measure.




Measure No. 33: Annual Corporate Governance Report

33.1. The Company annually prepares a Corporate Governance report, whose content is the

responsibility of the Board of Directors after a favorable prior review and report from the Audit

Committee, which is presented along with the rest of the end-of-year documents.



NO. Please explain: The Board of Directors Management Report includes a chapter on Corporate Governance; however, it is not approved by the Audit Committee prior to its publication, and does not include the information included in Recommendation 33.



33.2. The Company’s Annual Corporate Governance Report is not a mere transcription of the

Corporate Governance regulations included in the Bylaws, rules of procedure, corporate

governance codes and other Company documents. It is not intended to describe the Company's

governance model, but to explain the reality of its operations and relevant changes in the

period.


YES. Briefly explain: The chapter on Corporate Governance of the Management Report includes all relevant information and changes occurred throughout the year, it is not a transcription of the Corporate Governance regulations included in the Bylaws.

NO. Please explain:



Revision Date:

33.3. The Company's Annual Corporate Governance Report contains end-of-year information

that describes how the corporate governance recommendations adopted by the Company

were met throughout the year, and the main changes that resulted thereof.

The Company's Annual Corporate Governance Report is aligned with the outline described in





NO. Please explain: Although it is prepares using all relevant information and the changes that occurred throughout the year, not all issues mentioned in the Recommendation are included.



corporate best practices implementation report … · report date: january 31, 2018. financial...

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