Board of Directors
CONFIRMATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Colombian Securities Exchange is comprised of thirteen principal members, of which at least seven must be independent.
The General Shareholders’ Meeting, in the session of February 7, 2018, appointed February 2018 – March 2019, the following persons to join the Board of Directors of the Exchange for the period:
The resume's of the members of the Board of Directors are available here:
AS MEMBERS INDEPENDENT
AS NON-MEMBERS INDEPENDENT
1. Freely appoint and remove the Chairman and Vice Chairman of said Board;
2. Appoint, remove and evaluate the Chairman of Bolsa de Valores de Colombia and establish their compensation;
3. Designate the surrogates for the Chairman of the Bolsa de Valores de Colombia and those legal representatives of the company they deem appropriate, and determine their functions and attributions within the context set forth in these bylaws;
4. Study, adopt and reform the regulations of the company and the markets and systems it manages;
5. Decide on the opening or closing of branches and agencies of the company;
6. Create and name committees that prepare or enforce the measures required in relation to the operations and services included in its bylaws, and of any other committee that is deemed necessary for the performance of its duties. The Committees are research and support bodies that can make use of specialized functions in order to act on specific topics, with the ability to submit proposals to the Board of Directors and ultimately carry out certain functions by delegated authority. These Committees may be temporary or permanent. The Committees may be formed by members of the board or third parties and will be able, except in the cases prohibited by law, to approve matters in the name of the Board when so authorized. At minimum, the Board will create committees to support its duties in the areas of auditing and risk and corporate governance of the Bolsa de Valores de Colombia.
In any case, it will have an Audit and Risk Committee, comprised of three (3) members of the Board of Directors, who must be independent members. The Audit and Risks Committee will be presided over by an independent member of the Board of Directors, and will include the Tax Auditor, who will participate with the right to speak and without a vote. This Committee will convene at least every two (2) months. Its functioning will be governed by Law 964 of 2005, Article 189 of the Commercial Code, the company's Code of Good Governance provisions and the applicable regulations. The other operational topics specific to the Audit and Risks Committee will be established by the Board of Directors in the Code of Good Governance;
7. Define the governance structure and/or model of the corporate group.
8. Organize and define regional entities, create regional boards and establish their functions, and promote the Bolsa de Valores de Colombia so that it has a permanent institutional presence at a regional level, developing local markets, and providing its services to the companies that operate in the regions;
9. Advise the Chairman and other senior executives of the company, and issue orders and instructions to place the company’s activities in good standing;
10. Approve the compensation and succession policy for its vice chairmen, and if so authorized by the compensation clauses in the event of involuntary retirement of the aforementioned members, as well as periodically evaluating their performance based on fulfillment of goals and indicators set forth in the company’s annual plan and based on the methodology adopted for that purpose;
11. Provide prior authorization for the formalization of acts or contracts when the amount of each of these is in excess of one point five billion pesos ($1,500,000,000).
12. Authorize the association of the company with one or other companies through the provision of contributions or the acquisition of stocks and shares therein, and also the guaranty or payment of such stocks and shares, together with the acquisition, sale or lien of real property, and to approve those acts or contracts that involve the allocation of Company resources to activities not directly associated with its main corporate purpose and that do not prove to be profitable for the company;
13. Examine the draft financial statements and together with the Chairman approve and submit the year-end financial statements with the corresponding attachments to the General Shareholders’ Meeting, including a report describing the principal risks to which the company is exposed, and covering the results of the evaluation of the Internal Control System;
14. Evaluate and approve the draft budget for La Bolsa de Valores de Colombia;
15. Manage and regulate the placement of shares the company has in reserve;
16. Order the calling of the Extraordinary General Shareholders’ Meetings when the ordinary meetings have not been held, or when the company's needs and well-being so require;
17. Appoint the Company officer, body or committee responsible for deciding on requests for the registration of shares and securities, or for ordering their cancellation;
18. Regulate the various types of transactions that may take place, in complete compliance with the relevant laws and statutory regulations and the standards issued by the competent authorities;
19. Adopt the company’s Code of Good Corporate Governance, modify it and add to it. The Board of Directors will take care of the compliance with the Code, and for that purpose there will be a Committee that will attend these matters. The Board of Directors will present in the ordinary meeting of the General Assembly of Shareholders, along with the President, a report in relation to the development and compliance with the Code of Good Corporate Governance, that must include a summary of the evaluation of the work and activities of the Board, the Committees, and the members of the Board;
20. Provide its own regulations;
21. Oversee the creation of an appropriate internal control system and approve its implementation and monitoring. Accordingly, the Board of Directors must among other things understand and evaluate the relevant reports with respect to the Internal Control System submitted by the company's various control bodies and the Audit and Risk Committee, and provide the necessary orders for the applicable recommendations and corrections to be adopted. In the event that the company participates in operations with companies not domiciled in Colombia, these must be carried out in accordance with the company’s procedures and risk control systems as previously approved by the Board of Directors;
22. Monitor the risk management of the entity through the reports submitted by the Audit and Risk Committee;
23. Approve the succession policy proposed by the Board of Directors for approval by the General Shareholders’ Meeting;
24. Implement policies and ethical oversight strategies for the managers and officers of the company, including mechanisms for anonymous reporting;
25. Recommend the Board of Directors’ proposed compensation policy to the General Shareholders’ Meeting;
26. Propose to the General Assembly the policy for repurchasing its own stock;
27. Approve the proposal for hiring the Tax Auditor to be submitted to the General Shareholders’ Meeting following assessment of their experience and availability along with the human and technical resources necessary to perform their task;
28. Organize the annual process of assessing the Board of Directors, both as a collegiate administrative body and as constituted by individual members;
29. Supervise the integrity and reliability of the accounting systems and internal information;
30. Supervise information, both financial and non-financial, that the company must periodically make public as an issuer and in the context of its information and communication policies;
31. Evaluate the Secretary of the Board of Directors based on the previous report submitted by the Corporate Governance Committee or by the body acting in its stead;
32. Supervise the independence and operating efficiency of the internal auditing department, as well as assessing and taking the appropriate measures based on the reports submitted to it by the aforementioned auditing department, along with the appointment and removal of the head of the internal auditing department at the request of the Audit and Risk Committee, whose removal or resignation must be communicated to the market.
33. Ensure that the process of nomination and election of the members of the Board of Directors is carried out in accordance with the procedures set forth by the company;
34. When sufficiently justified, approve requests by shareholders for the inclusion of one or more topics to be debated on the agenda of the General Shareholders’ Meetings;
35. Such other responsibilities as are accorded it in the bylaws or in current laws, or as are entrusted to it by the General Shareholders’ Meeting subject to legal and statutory provisions;
None of the Board of Directors' functions covered in this article may be delegated to members of senior management.
Results of the Board of Directors Self-Evaluation: April 2016- February 2017
The Code of Good Corporate Governance of the Colombian Securities Exchange establishes the obligation of an annual evaluation of the Board of Directors through both individual and collective self-evaluations, for the purpose of establishing the efficiency and effectiveness levels in performing their duties and functions, the achievement of their objectives, the observance on the part of the members of the principles and responsibilities, and the identification of improvement measures.
Self-assessment is completed anonymously by each member of the Board of Directors, and its purpose is to examine individual participation, the performance of the Board of Directors as a whole and the relevance, thoroughness and frequency with which the various topics should be treated.
The results are derived from the self-evaluation that took place on 2017 March, for the period from 2016 April to 2017 February.
To see the results, click here
The Management and Financial Committee of the Board of Directors is a support body for the organizational tasks of the company, as well as for the function performed by the administrative and financial management of the Exchange.
The Committee holds at least a bimonthly meeting, with the due notification by the Secretary of the Committee, and in any case it is held in those months when there are no scheduled meetings of the Board of Directors.
The Committee is comprised of the following members of the Board of Directors:
- Germán Salazar Castro
- Javier Jaramillo Velasquez
- Aura Marleny Arcila Giraldo
- Roberto Blechior da Silva
- Juan Camilo Vallejo Arango
The Management and Financial Committee has the following functions:
1. Estudiar nuevas oportunidades de negocios e inversiones para la sociedad, y someter a consideración del Consejo Directivo las propuestas que surjan a partir de esos estudios;
2. Assess the investments of the Company and the development and evolution of its subsidiaries.
3. Assess the draft budget of the Colombian and submit it for consideration to the Board of Directors. As well as evaluate financial planning, budget implementation and the operational indicators of the Company;
4. To define policies, parameters, counterparties, acceptable investments, and investment limits per issuer, per counterparty and per financial asset for the portfolio of the Colombian;
5. Track the guarantee fund and the replacement fund for broker-dealer companies;
6. Analyze and provide recommendations to the Board of Directors with respect to fees for the various services and products of the Colombian, when the respective Regulations of the Trading and Record Systems administered by the Colombian so order;
7. Analyze and make recommendations to the Board of Directors regarding La Bolsa’s technological development;
8. Authorize the taking out of insurance policies for the Colombian, regardless of the amount set forth in article 50 of the bylaws;
9. Authorize liens on the goods, chattel properties or real estate of the Company;
10. Submit to the Board of Directors the special reports, proposals or recommendations that are deemed appropriate in relation to the topics that are under the Committee’s jurisdiction, and;
11. Any others delegated by the Board of Directors.
The Corporate Governance Committee is a body supporting the management decisions taken by the Board of Directors in connection with the good governance of La Bolsa, the evaluation of the candidates who will participate in the election process, to recommend the fees for members of the Board of Directors, to evaluate its performance and that of the directors via periodic review of compliance with the recommendations and principles of Corporate Governance. It also supports the Board in complying with its function to evaluate the Senior Management of the Company, and the evaluation of the candidates for President of the Company.
The Committee will meet at least four (4) times each year, following the convocation made by the Secretary of the Committee
The Committee has a majority of independent members, and is comprised of the following members of the Board of Directors:
- Rafael Aparicio Escallón
- Mauricio Rosillo Rojas
- Javier Jaramillo Velásquez
- Roberto Junguito Bonnet
- Santiago Montenegro Trujillo
The Corporate Governance Committee has the following functions:
1. To ensure compliance with the policies, regulations and practices of good corporate governance, and also the compliance with the Manual of Conduct and Ethics.
2. Provide an annual assessment of the performance and efficiency of the Board of Directors as a collective entity, compliance with the meeting calendar and the effective operation of the committees; learn of actions relative to the conduct of the members of the Company's Board of Directors which may be contrary to the provisions set forth in the internal standards, and inform the Board of Directors of them, when deemed necessary in the Committee's opinion
3. To study and propose methods to evaluate individually each member of the board, taking into account, among other factors, their background, abilities, experience and specialization, attendance at meetings, meeting preparation, participation in discussion, impartiality, knowledge of the Exchange and contribution to the Board Committees of which they are part, and also analyze the results of this evaluation;
4. Review the criteria that must be met with respect to the composition of the Board of Directors in accordance with the provisions set forth in the bylaws, while also overseeing the process of selecting member candidates for the Board of Directors Comply with all legal and statutory regulations together with those set forth in this Code, verifying compliance with any special attributes and conditions, and the absence of any disqualifications and incompatibilities with respect to those candidates nominated for membership of said body, reporting when applicable, on the independence of the member candidates for the Board of Directors;
5. Submit member candidates proposed for the Board of Directors to shareholders, including an assessment of the work and performance of those members proposed for reelection or ratification, along with the individual's dedication to the position during the most recent period.
6. Review the compensation policies for the Board of Directors;
7. Propose their compensation and succession policies to the Board of Directors.
8. Supervise and evaluate the processes of the Board of Directors, including the creation of the meeting calendar and agenda, and the flow of information to the directors;
9. Perform a periodic review of the mission of the Chairman of La Bolsa and his compensation, support the Board of Directors in evaluating his performance, and review succession plans for the Chairman’s position;
10. Evaluate the candidates and propose the appointment of the company's Chairman.
11. Submit a procedure for the election of the Chairman of La Bolsa for consideration by the Board of Directors.
12. Contribute to improving human resources management and the policies for selection, association, assessment and compensation, recommending the company's human resources policy proposed by La Bolsa's management to the Board of Directors.
13. To evaluate and prepare recommendations to the Board of Directors regarding the Senior Management of the Company;
14. Submit the special reports, proposals or recommendations to the Board of Directors that are deemed appropriate in connection with those matters within the competence of the Committee, and;
15. Review and prepare recommendations to the Board of Directors regarding amendments to the company's bylaws and La Bolsa’s Code of Good Corporate Governance as proposed by Management.
16. Foster access by shareholders and the market in general to full, accurate and timely company information requiring disclosure.
17. Ensure that the induction process for new members of the Board of Directors is carried out and encourage their training and updating on those topics relative to the competencies of the Board of Directors.
18. Report to the General Shareholders’ Meeting on its actions and address questions put to it by shareholders on those matters of its competence.
19. Establish whether any conflict of interest arising between a member of the Board of Directors and La Bolsa or its shareholders, parent, controlling or subordinated entities material or apparent, and settle any concern or discrepancy on this matter.
20. Any others delegated by the Board of Directors.
The Regulation Committee is a body that supports the efforts of the Board of Directors regarding the market development, the approval of Exchange regulations, and the procedures related to the broker dealers that are members of the Exchange.
The Committee meets at least once a month, following notification of the meeting by the Secretary of the Committee.
The Committee has a majority of independent members, and is comprised of the following members of the Board of Directors:
- Rafael Aparicio Escallón
- Diego Jiménez Posada
- Sergio Clavijo Vergara
- Carlos Eduardo Jaimes
- German Salazar Castro
- Juan Camilo Vallejo Arango
The following are the functions of the Regulation Committee of the Board of Directors:
1. To study and recommend to the Board of Directors reforms to the Exchange's regulations, taking into account the permanent analysis of the market practices and relevant international developments;
2. To study and prepare for the approval of the Board of Directors, the applications to be shareholder of the broker dealers, in accordance with what was established in the General Regulations of the Exchange;
3. To know about the information sent by the broker dealer companies related to a change in its stock participation below 10% of their ordinary stock in circulation, and give an opinion if that is the case;
4. Decide about the bylaw reforms of the broker dealer companies that require prior authorization;
5. Study policies and recommend to the Board of Directors the adoption of rules for the development, formation and professionalism of the persons associated with the broker dealers;
6. Analyze different regulations, provisions and projects that have or may have impact on the stock market;
7. Submit to the Board of Directors the special reports, proposals or recommendations that are deemed appropriate in relation to the topics that are under the Committee’s jurisdiction, and;
8. Any others delegated by the Board of Directors.
The Audit and Risk Committee is a body supporting the function performed by the Board of Directors with respect to monitoring La Bolsa's internal controls and its supervisory responsibilities in connection with risk management, evaluation of accounting procedures, review of the risk management system audit, verification of auditing operations and the relationship between the Board of Directors and the Tax Auditor.
The Committee is comprised of the following members of the Board of Directors:
- Julian Dominguez Rivera
- Carlos Eduardo Jaimes Jaimes
- Santiago Montenegro Trujillo
Taking into account the special functions of the La Bolsa de Valores de Colombia [Colombian Securities Exchange], and particularly its status as the Administrator of Trading and Registration Systems for securities, derivatives and other financial assets, the Audit and Risk Committee shall have the following functions;
1. Propose the general guidelines and the structure of the internal control system and of the internal processes relative to risk identification, measurement, handling and control to the Board of Directors, as well as submitting proposals to the Board relative to the responsibilities, powers and limits assigned to internal control system positions, including risk management, for which purpose it must understand and assess the company’s internal control system.
2. Study proposals for candidates to the positions of Tax Auditors and External IT and Operational Auditors of the Company, when required.
3. Supervise the functions and activities of internal and external audits with the aim of establishing their independence regarding the functions audited, and ensure that the scope of their work meets the entities' control requirements;
4. Evaluar los informes de auditoría que sean presentados por los auditores internos de la Bolsa, y verificar que se hayan atendido sus sugerencias y recomendaciones o, de no ser ello así, verificar las razones por las cuales las mismas no se atendieron;
5. Understand and assess the process of preparing, submitting and disclosing financial information, verifying that in accordance with the provisions set forth in law;
6. When applicable, review and approve those documents and plans relative to the prevention and control of money laundering, terrorism financing and associated risks, pursuant to the provisions set forth in current legislation, overseeing the efficiency of the regulatory compliance function and the relative to the prevention and control of money laundering and the terrorism financing;
7. Evaluate the work plans and reports and follow up the recommendations submitted by the tax auditor and the internal auditor;
8. Evaluate La Bolsa’s business continuity plan;
9. Examine the intermediate period financial statements and the year-end financial statements of La Bolsa as well as its affiliates and its subsidiaries, and issue a report on them for consideration by the Board of Directors, and in the event that the report issued by the Tax Auditor contains exceptions and/or unfavorable opinions, it must issue a statement on its content and scope, which must be made known to shareholders and to the public securities market via La Bolsa’s website, verifying compliance with the recommendations made by La Bolsa's management, for which it may lead the process of addressing those comments included in its report.
This information will be published within five (5) business days following the date on which they were considered by the Board of Directors.
10. Inform the Board of Directors of any non-compliance with the managers’ obligation to provide the information required by the control bodies to perform their functions.
11. Oversee that the preparation, presentation and disclosure of financial information is pursuant to the provisions set forth in the applicable standards, verifying that the necessary controls exist.
12. Examine any sufficient shortcomings submitted by the entity's legal representatives regarding the design and operation of the internal controls that would have prevented the company from adequately recording, processing, summarizing and submitting its financial information;
13. Study cases of fraud that may have affected the quality of financial information, as well as changes in its assessment method, submitted by La Bolsa's legal representatives;
14. Propose to the Board of Directors the programs and controls to prevent, detect and effectively respond to the internal risks of fraud, disloyalty or misconduct.
15. Analyze and approve the internal audit department's annual work plan and the annual activities report, as well as supervise the functions and activities of the internal audit department or the body acting in its stead, in order to determine its independence and objectivity in connection with the activities it audits, to determine the existence of any limits which prevent its appropriate performance and verifying whether the scope of its tasks meet the entity's control needs;
16. Follow up on the risk exposure levels, their implications for the entity and the measures adopted for their control or mitigation, at least every six (6) months, or more frequently if so required, and submit a biannual report to the Board of Directors concerning the most important aspects of management;
17. Evaluate the internal control reports produced by the internal auditors or other bodies, verifying that management has addressed their suggestions and recommendations;
18. Monitor compliance with the instructions issued by the Board of Directors relating to the Internal Control System;
19. Request the reports deemed necessary for the proper performance of its functions;
20. Analyze the performance of the information systems, their reliability and integrity for decision-making;
21. On behalf of the Board of Directors, submit a list of candidates for the position of tax auditor and their hiring conditions to the General Shareholders’ Meeting of La Bolsa, based on the results of the assessment of the quality and effectiveness of the services provided by the Tax Auditor, notwithstanding the shareholders' right to submit other candidates at the respective meeting. In that sense, the Committee's function, through Management, will be to compile and analyze the information provided by each candidate, and submit the study's results to the highest corporate body for its consideration.
22. Review the Corporate Governance Report and prepare the report that the Board of Directors will submit to La Bolsa’s General Shareholders’ Meeting regarding the performance of the Internal Control System;
23. Issue an opinion, via a written report, regarding potential transactions that are intended to be signed with related parties, verifying that they take place under market conditions, and do not violate equal treatment among shareholders.
24. Submit the special reports, proposals and recommendations to the Board of Directors that it deems pertinent in connection with matters within the competence of the Committee or which result from reports or inspections by supervisory and control authorities, ensuring their compliance;
25. Supervise the services provided by the Tax Auditor, assessing their quality and effectiveness, reporting any situations which could limit its access to information or place its independence at risk to the Board of Directors.
26. Perform periodic monitoring of compliance with La Bolsa's Ethics and Conduct Manual and the effectiveness of ethical oversight strategies for the company's managers and officers, evaluating any unethical actions that arise and the content of reports that have been submitted, proposing the appropriate recommendations to the Board of Directors.
27. Propose the appointment, reelection and/or removal of the individual responsible for the internal auditing service to the Board of Directors and the individual's relationship with the Board
28. Oversee the appropriate application of accounting standards in the preparation of year-end financial statements to be submitted by La Bolsa's Board of Directors to the General Shareholders’ Meeting for its approval, while also ensuring that internal information is reliable for decision-making.
29. Supervise and periodically report to the Board of Directors on the application of the company’s risk policy, reviewing and assessing the integrity and appropriateness of the company’s risk management operation.
30. Define the maximum risk exposure limits and the risk reports, while analyzing and evaluating the company’s risk control systems and tools, making the appropriate recommendations to the Board of Directors, proposing the company’s risk policy and improvement initiatives relative to infrastructure and internal control and risk management systems to the Board of Directors, except those acceptable policies, parameters, counterparties and maximum investment limits per issuer, per counterparty and per financial asset in La Bolsa’s portfolio.
31. Encourage risk management optimization by the company utilizing an advanced model which allows configuration of a risk profile in accordance with its strategic objectives and monitoring the degree of adjustment of the risks assumed under that profile.
32. Report to the General Shareholders’ Meeting on the questions posed by shareholders in the matters within its competence.
33. Any others delegated by the Board of Directors.
ANNUAL COMMITEES´ REPORT
In accordance with the provisions of number 7 of article 184.108.40.206 of the Code of Good Corporate Governance of the Exchange, you will find below the Annual Report of each one of the Committees of the Board of Directors, where the undertaken activities and the results obtained during the period from April of 2016 to February of 2017 are reported.