Grupo de Inversiones Suramericana S.A. hereby announces that its General Assembly of Shareholders at its annual ordinary meeting held today approved various amendments to the Company’s by-laws. The duly approved amendments are transcribed below:
For the purpose of having single document containing the Company’s by-laws, the General Assembly of Shareholders provided due authorization for these to be compiled in a single notarial deed and for this to be subsequently filed with the local Trade Registry.
ARTICLE 9: GOVERNANCE AND MANAGEMENT. The following bodies shall be responsible for governing and managing the Company:
a) GENERAL ASSEMBLY OF SHAREHOLDERS;
PARAGRAPH. The Company’s senior management, officers and employees are bound to comply with all those internal rules and regulations that the Company has voluntarily adopted based on the recommendations contained in Colombia’ s Country Code as well as other Corporate Governance Practices that the Company should consider be included in its internal rules and regulations
ARTICLE 25: STRUCTURE AND LENGTH OF SERVICE. The BOARD OF DIRECTORS shall
25% of the total number of members of the Board of Directors shall enjoy an independent status.
PARAGRAPH. Basic information regarding the Company´s directors, senior management and executive officers can be found on the Company’s website.
|ARTICLE 34- LEGAL REPRESENTATION AND CORRESPONDING APPOINTMENTS. The Company´s legal representation and the handling of its corporate business shall be multiple and simultaneously carried out by the CHIEF EXECUTIVE OFFICER and one or more SENIOR EXECUTIVE OFFICERS, who may act either jointly or separately. The CHIEF EXECUTIVE OFFICER and SENIOR EXECUTIVE OFFICERS, who make up Senior Management, shall be appointed by the Board of Directors and may be indefinitely appointed or freely dismissed by the Board at any time. All Company employees shall report to the CHIEF EXECUTIVE OFFICER with regard to performing their duties. […]
ARTICLE 37: INTERNAL CONTROLS. The Company has established the following internal control mechanisms, which allow shareholders and investors to monitor the control the activities conducted and be informed of the relevant findings. […]
PARAGRAPH ONE. All those reports provided by the Company to its shareholders and investors shall include, whenever required, reports on the Company’s internal control activities and the corresponding findings.
PARAGRAPH TWO: In addition to the aforementioned governing bodies, the internal control function may be complemented by the roles played by other areas as defined in the Company’s organizational structure and which form part of the Company's control architecture.