ISA’s Extraordinary General Shareholders’ Meeting, held virtually on October 28, 2026, approved the proposals submitted by Ecopetrol S.A. in its capacity as majority shareholder. The resolutions adopted include amendments to two provisions of the Bylaws, the alignment of internal governance instruments, and the election of the nine members of the Board of Directors for the remainder of the 2026–2028 statutory term.
The first amendment concerns the fourth paragraph of Article 27, regarding the composition of the slates of candidates for the Board of Directors. The new provision establishes that efforts will be made to retain at least three current Board members, without this constituting a requirement for the composition or validity of a slate, limiting the authority of the Shareholders’ Meeting to elect a different composition, or preventing the full renewal of the Board. All other requirements applicable to the independence and composition of the Board of Directors remain in effect.
The second amendment concerns Article 37 of the Bylaws, regarding the selection and appointment of ISA’s President. Under the amendment, the Board of Directors will be responsible for planning and managing the selection process. The Board may receive support from the Organizational Talent Committee or whomever it designates and, if it so determines, may engage an executive search and recruitment firm for advisory support.
The amendment does not eliminate the selection process or modify the criteria of suitability, knowledge, experience, and leadership established in Article 34, numeral 23, of the Bylaws for the selection and appointment of the Company’s President. Accordingly, the decision must be preceded by a substantiated evaluation of the candidates and documentation of the reasons supporting the appointment.
The Shareholders’ Meeting also approved Ecopetrol’s proposal to instruct the Board of Directors to review and align the internal governance instruments within its authority with the approved amendments to the Bylaws and, where applicable, submit to the Shareholders’ Meeting any amendments requiring its approval.
New Board of Directors
The Shareholders’ Meeting also elected the nine members of ISA’s Board of Directors for the remainder of the 2026–2028 statutory term. Accordingly, the Board is composed of a majority of independent members, with a reasonable balance and diversity in terms of gender, generations, origin, knowledge, experience, skills, and academic background, in accordance with the Board of Directors Succession Policy.
* Independent members, in accordance with the provisions of Law 964 of 2005 and the Bylaws.
The résumés of the elected members and the documents submitted for approval are available at ISA’s website.