Welcome to the Corporate Governance Center of Excellence of Deloitte Colombia. Our objective is to promote the dialogue between the various Corporate Governance actors –Government, private sector, administrators, partners, shareholders, investors, among others.
The Web Page of the Corporate Governance Center is a tool that seeks to disclose the issues, that in our opinion, are more relevant regarding boards of directors, audit committees, Colombian’s corporate governance profile, as well as to share monthly our considerations on a current subject, that will allow us to inquire more in depth on various matters of interest and present current news of the Corporate Governance area.
Accordingly, this web site offers articles and publications through which we seek to know and have further insights on different issues related to Corporate Governance. In this respect, our aim is to maintain our users well informed and updated on the developments in Corporate Governance matters.
COUNTRY CODE MODIFICATION – COMPLY OR EXPLAIN PRINCIPLE –
By means of External Circular 007 of February 2011, the Financial Superintendence of Colombia, modified External Circular 028 of 2007 on the adoption of the Code of Colombia’s Best Corporate Practices –Country Code–.
The mentioned Circular is applicable to all security issues by issuers that have their securities registered in the National Securities and Issuers Register, except the Nation, autonomous equities administered by trust companies; collective portfolios referred to by Decree 2555 of 2010, the universalities referred to by Law 546 of 1999, territorial entities referred to by article 286 of the Constitution, multilateral credit organizations, foreign governments, foreign public entities, branches of foreign companies and foreign entities.
The new regulation seeks that issuers of securities registered in the National Securities and Issuers
Register explain, in the annual Country Code survey, the reasons why they did not adopt the respective measure in the event that the answer to the question is negative – comply with or explain principle –.
On the other hand, this Circular requires issuers of securities, in addition to publishing the results of the survey in their Internet page, to publish it as relevant information.
The Circular also provides that the survey must be completed, sent and published both in the Internet page of the entity, and disclosed as relevant information from April 8th to 30th of each year. The survey must be sent by the legal representative of the respective issuer and must refer to the period from January to December of the previous year.
TO BEAR IN MIND AFTER HOLDING THE MEETING OF THE HIGHEST CORPORATE BODY
Following we present the main issues that, in our opinion, must be taken into account by corporations after holding their ordinary meeting of the highest corporate bodies:
- Issuers of securities shall inform the major decisions adopted as relevant information.
- Registration at the Chamber of Commerce of new legal representatives, board members and statutory auditors if applicable, for entities not subject to the inspection and monitoring by the Financial Superintendence of Colombia and National Health Superintendence.
- The new legal representatives, the members of the board of directors and statutory auditors of the entities subject to the inspection and monitoring by the Financial Superintendence of Colombia and National Health Superintendence, must request the possession with the corresponding entity.
- Remittance of financial information to the administrative entity that exercises the inspection and monitoring within the time established for this purpose.
- Remittance of the minutes of the stockholders’ meeting that exercises the inspection and monitoring within the period established for this purpose.
- Filing of financial statements with the respective Chamber of Commerce, within the month following the date on which they were approved.
- In the event that any bylaw amendments have been approved, they shall be formalized into a public deed and registered at the Chamber of Commerce for those that require this formality.
2009 COUNTRY CODE SURVEY MAIN RESULTS
The Financial Superintendence of Colombia at the end of last year published the results of the country code survey, completed by the 181 issuers of securities, corresponding to the period from January to December 2009.
The survey’s target group were 181 issuers of securities, of which 61 correspond to financial sector entities and 120 companies of the productive sector.
Following we present a brief summary of the main results of the survey, which source is the Financial Superintendence of Colombia:
- The measure most widely adopted by the issuers of values, is number 37 related to the no designation as statutory auditor of those people or firms that have received income from the relevant issuer or its related parties that represent 25% or more or of their latest annual income - 99% of the issuers adopted this measure -. Additionally, in respect to the Statutory Auditor, the second most widely adopted measure is number 38 regarding the non contracting with the statutory auditor of services different from the statutory audit – 98% of the issuers adopted this measure -.
- Ninety percent of issuers claims to designate as board members, people who comply with the professional records, education and experience that permits them an adequate performance of their duties.
- Eighty-eight percent identifies in the board of directors minutes, the different documents and information that they consider for making decisions and point out the reasons that were taken into account in favor or against for the making of the respective decision.
- Eighty-eight percent when appointing for the first time a person as board of director member asserts to provide the necessary information related to the respective issuer and the sector in which the latter performs its corporate object.
- The measures least adopted by issuers have to do with making available to shareholders electronic mechanisms for their virtual attendance at the stockholders meeting – 77% of issuers adopt this measure-, as well as the disclosure of agreements executed with the major administrators – 73% of issuers adopt this measure and the resumes of same – 65% of issuers adopt this measure – and in general, matters related to remuneration and compensation policies of administrators or managers.
- The measures most widely adopted by issuers are those related to the Board of Directors – 63.61% of issuers adopt this measure -, followed by the measures related to disclosure of financial and non financial information – 62.30% adopt this measure -, in third place are those referring to the Stockholders’ Meetings – 47.09% of issuers adopt this measure – and finally, those that have to do with Settlement of Controversies.
If you wish to learn more about the results of this survey, we invite you to visit: http://www.superfinanciera.gov.co/Codigopais/informeanual.htm
INTERNATIONAL FINANCIAL CORPORATION PROGRAM ON CONFLICT RESOLUTION IN CORPORATE GOVERNANCE TO BE CARRIED OUT IN COLOMBIA
In Bogota, during the first half of 2011 a pilot program launched by the International Financial Corporation’s Global Corporate Government Forum on “Resolution of Disputes in Corporate Governance”. This program has the sponsorship of the Government of Switzerland and locally has the support from Confecamaras.
The purpose of the program is “(…) provide a practical guide on how the alternative resolution of conflicts, based on consensus, may help to prevent, resolve and reduce the negative impact of corporate governance conflicts and, therefore, to contribute to the improvement of corporate governance practices, strengthen the trust of investors and maintain the continuity of the support to the company. (…)” –Information taken from www.confecamaras.org.co-.
The program is divided into three large parts: “(…) (1) Justification of the application of alternative conflict resolution mechanisms in corporate governance, (2) Application and use of settlement of controversies mechanisms in corporate governance, and (3) Review of required skills for effective dispute resolution in corporate governance and the needs for training both for Board Members and for consultants engaged in mediation. (…)” –Information taken from www.confecamaras.org.co-.
For further information on the activities that will be carried out throughout the first semester of 2011 you may contact Confecamaras directly.
SUBJECT OF THE MONTH (EDITORIAL)
Deloitte Colombia proudly launches Colombia’s Corporate Governance Center of Excellence which at the same time will be the headquarters of the Corporate Governance Center of Deloitte LATCO (Latin American Countries Organization).
This Center seeks to be a tool for the study and analysis of different current corporate governance issues, as well as to become an aid for all those people who are interested on this subject and wish to obtain a more in-depth understanding of same, or simply to those who on occasion of the duties performed by them, may be useful in their day-to-day, and, last but not least, to serve as a forum for discussion of matters in which different points of view may be exposed.
The Corporate Governance Excellence Center will have this Internet site that will be constantly updated. Additionally, discussion groups and events will be held that will permit the exchange of ideas.
As of next month you will find in this column our opinion and considerations on a current issue on the subject of corporate governance. In turn, in this page you will find a section called “What’s new” through which we will publish recent regulations or matters that we consider that could be of interest. We will also have another section called “Subjects of Interest” in which we will present a brief summary on documents, articles or information either published by us or by third parties regarding corporate governance, and we will make available to the users the full document. Likewise, we have three windows, the first one regarding Boards of Directors, in which we make a brief summary of the existing legislation on same and will publish opinions or articles referring to the same; the second window on Audit Committees which contents will be the same, mutatis mutandis, of that of the Boards of Directors; and the third window is called Corporate Governance Profile where a brief summary of the main rules regarding this subject is presented. Finally, we will have a window called “Events” whereby we will disclose, as its name so indicates it, the events that will take place, as well as conclusions reached in performance of same.
We hope that this Corporate Governance Center will be of interest and use to you and any comment or suggestion regarding any specific subject will be welcome; this can be sent in the part called “Fin an Opinion”.
MAIN LINKS OF INTEREST
Conceptual Corporate Governance Document from the Financial Superintendence of Colombia – August 2010-
Country code and Country Code survey
Annual Report from the Financial Superintendence of Colombia regarding the Country Code survey for 2007, 2008 and 2009. This survey is completed annually by the issuers of securities.
National Corporate Governance Survey 2008
Colombian Corporate Governance Guide for closed and family corporations.
GIVE AN OPINION
Please contact us to suggest us an idea or subject that you would like that will be discussed in this Internet page. Also if you wish, you can send us an article, which will be studied for its publication in our Internet page.