Medellin, 30 September 2016
RELEVANT INFORMATION REPORT ON WILLION OF IMPLEMENTATION OF BEST BUSINESS PRACTICES NEW CODIGO PAISISAGEN hereby announces changes to the first report on Implementation of Best Business Practices as of 31 December 2015, conveyed to the Financial Superintendence of Colombia on January 29, 2016, taking into accounts comments offered by said entity in its communication 2016088457-003-000, which was received on 23 September 2016, regarding answers to recommendations 23.2, 23.3, 23.4 and 28,4 as follows:
Recommendation | Issuer Answer January 2016 | Issuer Comments January 2016 | SFC Comments | Willion Answer Change | Issuer Comments September 30, 2016 |
Measure 23.2: | N.A. | The remuneration of the Board of Directors | The N.A. | NO | ISAGEN has not adopted a |
"Should the company adopt remuneration systems by recognizing a variable component associated to the proper operation of | and the Committees corresponds to the attendance to work sessions. There is no variable component in the remuneration of the Board of Directors. | answer can only be given by the Issuer when, for legal reasons, it cannot | remuneration system through a variable component. The remuneration of the Board of Directors, as provided for in the Bylaws, is determined by the Shareholders Meeting. In | ||
the company in the | adopt the | Shareholders Meeting held on 27 |
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medium and long term, the remuneration policy incorporates limits to the amount that may be distributed to the Board of Directors and, if the variable component is related to company benefits or other management indicators at the end of the assessed period, it must take into account any exceptions stated in the Statutory Auditor Report, which could reduce the period results". | recommend ation. In such event, it must indicate exactly the norm or provisions that prevent it. It fails to explain the norm that prevents compliance with the measure. | March 2012, the remuneration of the Board members was established at 4.5 mmls for the attendance to each meeting of the Board of Directors will Board Committee attended, which was the applicable provision at the time of completing the survey. | |||
Measure 2.3: The | N.A. | The remuneration of the Board of Directors | The N.A. | NO | The Company has a fixed |
Equity and Independent Members of the Board of Directors are expressly | and the Committee corresponds to the attendance to work sessions. There is no variable component in the remuneration of the Board of Directors. | answer can only be given by the Issuer when, for legal | remuneration system in place approved by the Shareholders Meeting, which corresponds to the attendance to work sessions. | ||
excluded of the | reasons, it | ||||
retributive systems | cannot | ||||
that incorporate | adopt the | ||||
share options or a | recommend | ||||
variable retribution | ation. In |
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associated to the absolute variation of the share price. | such event, it must indicate exactly the norm or provisions that prevent it. It fails to explain the norm that prevents compliance with the measure. | ||||
Measure 23.4: For | N.A. | The remuneration of the Board of Directors | The N.A. | NO | We have no variable |
each period evaluated, when the framework of the remuneration policy, the Shareholders | and the Committee corresponds to the attendance to work sessions. There is no variable component in the remuneration of the Board of Directors. | answer can only be given by the Issuer when, for legal | remuneration for the Board of Directors, as the Shareholders Meeting defines a fixed amount of each meeting that is held. | ||
Meeting approves a | reasons, it | ||||
maximum cost of the | cannot | ||||
Board of Directors for | adopt the | ||||
all the retributive | recommend | ||||
components | ation. In | ||||
approved | such event, | ||||
it must | |||||
indicate | |||||
exactly the | |||||
norm or | |||||
provisions | |||||
that prevent |
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it. It fails to explain the norm that prevents compliance with the measure. | |||||
Measure 28.4: "There are internal lines for anonymous denounces or "whistleblowers", which enable employees to anonymously report illegal or anti-ethical behaviors that could breach the risk management and control culture within the company. The company's Board of Directors is provided with a report on such denounces. | YES | The measure is implemented through the following instruments:
-Policy for integral risk management (Internal Regulation No. 0524). -Risk Management system manual (Internal Regulation NO. 0539). -Procedure for the definition and updating of appetite (Internal Regulation No. 0446) -Administrative Instruction of Business Control System (Internal Regulation No. 0318). | The explanation that is not stayed if the company has internal lines for anonymous denounces. | YES | ISAGEN has an Ethics Line including email, telephone line and fax available for employees and the public in general to report events or irregular acts committed by employees or third parties, which affect could affect the interests of the company or its stakeholders based on principles of assistance, investigation, justice, confidentiality, actions, backup, support, non- reward and respect. The concern may be anonymous if so decided by the reporting party. The information received in the Ethics Line, which is operated by a third party, is provided to the Ethics Committee for its analysis, classification and treatment. The telephone number for |
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