Ordinary General Shareholder´s Meeting 2019
ON-LINE ACCESS TO THE Ordinary General Shareholder´s Meeting 2019
ORDINARY GENERAL SHAREHOLDERS’ ASSEMBLY
OF BOLSA DE VALORES DE COLOMBIA S.A.
ORDINARY MEETING – MARCH 28TH, 2019
I. Quórum Verification
II. President and Secretary of the Assembly designation (paragraph - Article 36 corporate bylaws)
III. Reading and consideration of the agenda
IV. Designation of the commission in charge of approving the minute
V. Approval of the Annual Management Report of the Board of Directors and the CEO of Bolsa de Valores de Colombia S.A.
VI. External Auditor ́s report
VII. Approval of the (Consolidated and Stand Alone) Financial Statements of year 2018
VIII. Study and Approval of the Profit Distribution proposal
IX. Progress and analysis on ESFA adoption
X. Election of Independent Members of the Board of Directors for the statutory period (2019 - 2021)
XI. Election of Non-Independent Members of the Board of Directors for the statutory period (2019 - 2021)
XII. Election of the external auditor for the statutory period and approval of its budget
XIII. Proposal for Donations
XIV. Shareholders suggestions
FINANCIAL STATEMENTS 2018
The following documents are the Individual and Consolidated Financial Statements of the Bolsa de Valores de Colombia S.A., which will be subject to consideration by the General Assembly of Shareholders for its approval during the ordinary session that will take place on March 28, 2019. These statements correspond to the Year End Accounting period of December 31, 2018.
NOMINATIONS OF CANDIDATES TO THE BOARD OF DIRECTORS
ORDINARY SHAREHOLDER’S MEETING CANDIDATES NOMINATION for THE BOARD OF DIRECTORS
NOMINATION OF CANDIDATES TO THE BOARD OF DIRECTORS
Bolsa de Valores de Colombia S.A (bvc) summoned the Ordinary General Shareholder´s Meeting that will be held on Thursday March 28th 2019 at 8:00 am in the facilities of JW Marriot Hotel, rooms “Real I-II”, located at Calle 73 # 8-60, in the city of Bogotá D.C.
At this meeting, Board of Directors members for the period April 2019 - March 2021 will be elected, according to the article 31 of corporate bylaws, which is available for consult on bvc´s webpage, in the following link:
In accordance of the above, in the article 47 of bvc´s corporate bylaws states that the board of directors should be composed by thirteen (13) main members, from which seven (7) of them should have the quality of independents. Likewise, the general qualities that must accredit all candidates are regulated, as well as their inabilities and incompatibilities, along with the special conditions that all candidates must accredit to be independent members of the Board of Directors.
Taking into account the call notice for the Ordinary General Shareholder´s Meeting that will take place on 28 March 2019, the deadline for all shareholders to nominee their candidates for members of the Board of Directors is 12 March 2019, According with the numeral 2 of the article 184.108.40.206 of the bvc´s Corporate Governance code that can be consulted using the following link:
For the nomination procedure the shareholders must have submitted to bvc´s General Secretary, no later than 12 March 2019, the list of nominated candidates for (independent and non-independent), accompanied by their resume form with its annexes, along with the Declaration of Independence required for those candidates that aim 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).
According to the numeral 4 of article 220.127.116.11 of the Corporate Governance Code of the Company, the Legal Counsel of Bolsa de Valores de Colombia informs that fifteen (15) candidates were nominated to be members of the Board of Directors by the following shareholders: (i) Valores Bancolombia S.A.; (ii) Credicorp.; (iii) Banco de Bogotá S.A.; (iv) Banco Davivienda S.A.; (v) BTG Pactual.; (vi) B3 Brasil Bolsa Balcao; (vii) Sociedad Administradora de Pensiones y Cesantías Porvenir S.A., (viii) Universidad de Medellín, which are sufficient to be part of the Board of Directors for the period April 2019 - March 2021.
In compliance with the Code of Good Governance, the resumes of the nominated members to be part of the Board of Directors of BOLSA DE VALORES DE COLOMBIA S.A. are published below:
NOMINATED CANDIDATES AS INDEPENDENT MEMBERS:
- Mauricio Rosillo Rojas
- Germán Salazar Castro
- Oscar Cabrera Izquierdo
- Jaime Castañeda Roldán
- Dereck Charles Sassoon
- Roberto Belchior Da Silva
- Aura Marleny Arcila Giraldo
NOMINATED CANDIDATES AS NON INDEPENDENT MEMBERS:
- Santiago Montenegro Trujillo
- Roberto Junguito Bonnet
- Federico Rengifo Vélez
- Sergio Clavijo Vergara
- Luis Miguel González Espinosa
- Juan Rafael Pérez Vélez
- Rafael Aparicio Escallón
- Juan Camilo Vallejo Arango
Eligible candidates to be members of the Board of Directors of Bolsa de Valores de Colombia S.A
March 15th of 2019
Bolsa de Valores de Colombia reports that today the Corporate Governance Committee verified that the candidates presented by the Shareholders fulfill the legal and statutory requirements to be members of the Board of Directors for the period April 2019 - March 2021.
As the result of the verification of requirements, the following candidates are eligible to be members of the Board of Directors:
Candidates as independent members:
1. Rafael Aparicio Escallón
2. Sergio Clavijo Vergara
3. Luis Miguel González Espinosa
4. Roberto Junguito Bonnet
5. Santiago Montenegro Trujillo
6. Juan Rafael Pérez Vélez
7. Federico Rengifo Vélez
8. Juan Camilo Vallejo Arango
Candidates as non-independent members:
1. Aura Marleny Arcila Giraldo
2. Roberto Belchior Da Silva
3. Oscar Cabrera Izquierdo
4. Jaime Castañeda Roldán
5. Mauricio Rosillo Rojas
6. Germán Salazar Castro
7. Dereck Charles Sassoon
The Lists of Candidates can be registered by sending them to bvc´s General Secretary at email@example.com. Likewise, the day of the Ordinary General Shareholder´s Meeting, the Lists of Candidates may be registered at the Assembly Secretary, until just before starting with item X of the agenda “Election of Independent Members of the Board of Directors for the statutory period (2019-2021)”, and item XI “Election of Non- Independent Members of the Board of Directors for the statutory period (2019-2021), as appropriate.
Daily bvc will report, through its website, the Lists of Candidates registered that fulfill the legal and statutory requirements.
LISTS OF CANDIDATES
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 28, 2019: