Shareholders’ Meeting 2013
On-line access to the assembly of shareholders
Agenda
GENERAL SHAREHOLDERS’ ASSEMBLY
BOLSA DE VALORES DE COLOMBIA S.A.
ORDINARY MEETING – MARCH 22nd, 2013
AGENDA
I. Quorum Verification
II. President and Secretary of the Assembly (paragraph - Article 36 of the corporate
bylaws)
III. Reading and consideration of the agenda
IV. Appointment of the commission in charge of approving the minute
V. Approval of the Annual Management Report of the Board of Directors and the
President of the Bolsa de Valores de Colombia S.A.
VI. Report by the External Auditor
VII. Approval of the Financial Statements of year end 2012
VIII. Study and approval of the Profit Distribution proposal
IX. Election of Independent Members of the Board of Directors for the period April
2013 to March 2014
X. Election of Non-Independent Members of the Board of Directors for the period April
2013 to March 2014
XI. Definition of the Board of Directors remuneration
XII. Election of the External Auditor and approval of the budget appropriation for their
activities
XIII. Schedule Report for the implementation of the International Financial Reporting
Standards (IFRS)
XIV. What the shareholders suggest
Report of the Corporate Governance Committee
Financial Statements 2012
Annual Financial Statements - 2012
The following are the Individual and Consolidated Financial Statements of the Bolsa de Valores de Colombia S.A., corresponding to the fiscal closing date of December 31, 2012, which were approved by the General Shareholders Assembly during it's ordinary session of March 22, 2013.
By virtue of the provisions set forth in Decree 089 of 2008, the published Financial Statements do not require the authorization of the Financial Superintendency of Colombia.
Elections
Board of Directors
Nomination Term
GENERAL SHAREHOLDERS’ ASSEMBLY - MARZO 22, 2013
NOMINATION OF CANDIDATES TO THE BOARD OF DIRECTORS
Dear Shareholders:
The Board of Directors of Bolsa de Valores de Colombia authorized the management to convene the Ordinary General Shareholders’ Assembly for March 22, 2013 at 8 a.m., in the facilities of BVC, Carrera 7 No. 71-21, 1st floor Punto BVC in the city of Bogota, D.C.
The business at hand for the meeting will be the election of the members of the Company Board of Directors, for the period starting April 2013 to March 2014, in compliance with Article 31 of the Company’s Bylaws, document which is available for consultation on the BVC’s website in the following link:
http://www.bvc.com.co/pps/tibco/portalbvc/Home/Regulacion/BVC+Corporativo/Estatutos?action=dummy
In accordance with the mentioned above, the Article 47 of the BVC’s bylaws, this establishes that the Board of Directors is composed by thirteen (13) principal members, which seven (7) must have the independent qualities. Likewise, it regulates the general qualifications that must prove all the nominees, likewise all the inabilities and incompatibilities, together with the special conditions that must prove the nominees to become independent members of the Board of Directors.
Therefore, and pursuant to its intentions, the Assembly will meet on March 22, 2013, and the deadline for shareholders to nominate candidates to be members of the Board of Directors will expire on March 8, 2013, according to item 2 of Article 4.1.2.3 of the Code of Corporate Governance of the Company; this document may be accessed at the website of the Company, under the following link: Home/Regulación/ BVC Corporativo/Código de Buen Gobierno” or directly through the link:
For the nomination procedure, the shareholders must submit to the General Secretary of the BVC, no later than the day before mentioned, the list of nominated candidates for (independent and non-independent), accompanied by the resume form with their annexes, together with the Declaration of Independence required for candidates who aspire to become independent members of the Board of Directors of Bolsa de Valores de Colombia S.A.
To view and download the mentioned forms, click in the following documents:
- Resume form for members of the Board of Directors (4 spreadsheets in Excel format applies to ALL candidates).
- Declaration of independence (applies only to those individual candidates to occupy positions as independent members).
Selected
ELECTED TO THE BOARD OF DIRECTORS
In fulfillment of the Code for the Good Governance of the Exchange, the resumes of the members elected to be part of the Board of Directors of the COLOMBIAN STOCK EXCHANGE for the April 2013 – March 2014 period are published below.
The Board of Directors was elected by the Shareholders Assembly during the ordinary meeting of March 22, 2013.
RESUME AND DECLARATION OF INDEPENDENCE - INDEPENDENT MEMBERS:
RESUMES - NON-INDEPENDENT MEMBERS:
Board of Directors approved remuneration
Tax Auditor
Election of the 2013-2014 Tax Auditor and Approval
of the budget for his Administration.
The General Shareholders’ Meeting, in the ordinary session of March 22, 2013 eligió a la firma Deloitte & Touche Ltda., como Revisor Fiscal de la entidad por el periodo April 2013 – March 2014 y aprobó la apropiación presupuestal recomendada por la administración para el mismo periodo.
Powers-of-attorney for the assembly
Directions for the presentation of powers-of -attorney
Models
Models for Powers-of-Attorney
According to the provisions of Art. 35 of the Exchange Bylaws, absent or incapacitated shareholders may attend the General Shareholders Meeting through a representative or attorney-in-fact, but subject to the following rules:
a. Except in the case of legal representation, neither management nor the employees of the company will be able to represent other shareholders while they are in their positions, nor substitute the powers conferred on them.
b. Each shareholder may be represented at the Meetings via a power of attorney issued in writing and stating the name of the proxy, the person entitled to replace them, if relevant, and the date or period of the meeting or meetings for which this power is granted. The powers granted outside of the country will only require the formalities that are contemplated here.
Taking the preceding into account, you will find below the models of powers-of-attorney that may be used at the General Shareholders Meeting next March 22, 2013:
Power-Of-Attorney for an Individual
Power-of-Attorney for a Legal Entity