Each year, ISA’s CEO calls the General Shareholders’ Meeting to study the Group’s situation, elect the members of the Board of Directors, analyze the accounts and financial statements of the previous fiscal year, arrange the distribution of profits, and agree on provisions aimed at ensuring compliance with the business purpose and common interest of shareholders.
It ensures that the General Shareholders’ Meeting accomplishes its objectives, and makes debate and decision-making easier, within a framework of respect and participation. The Board of Directors has legally and statutorily adopted the Functioning Regulations of the General Shareholders’ Meeting.
Minutes Summary
Remuneration Policy for the Board of Directors:
It describes the criteria to be taken into account for proper remuneration to the members of the Board of Directors.
Board of Directors Succession Policy:
It proposes the principles to nominate the best candidates to join the Board, ensuring its effective operation and contribution to the achievement of organizational objectives.
External Auditor Corporate Policy:
It defines all the guidelines for selecting, appointing, disqualifying and changing the External Auditor in ISA and our companies
Profit Distribution Policy:
Establishes the criteria that ISA´s Board of Directors must apply when formulating the proposal for profit distribution that is submitted for consideration by the Ordinary General Shareholders’ Meeting.
Find here the documents that are useful for you as shareholder attending the Meeting. Also, find here a special selection of the minutes and historical decisions from previous Meetings.
The interim Chief Executive Officer of INTERCONEXIÓN ELÉCTRICA S.A. E.S.P. extends an invitation to the ORDINARY GENERAL SHAREHOLDERS’ MEETING to be held on Thursday, March 21, 2024 at 9:00 a.m. at Cámara de Comercio de Medellín para Antioquia, located in Carrera 43 A # 16 sur-245, Medellín, Colombia.
.
The ORDINARY GENERAL SHAREHOLDERS’ MEETING will consider the following agenda:
Approval of the agenda:
Right of inspection:
For shareholders interested in exercising their right of inspection, we inform that the documents required by Law will be available as from February 28, 2024, at the main offices of ISA in Medellín, Antioquia, located at Calle 12 Sur 18-168 and by prior appointment requested by e-mail: CAA@bancolombia.com.co.
Shareholders who are unable to attend the Meeting are requested to appoint their proxies by means of duly granted powers of attorney. Proxies may not be granted to the Company’s administrators or employees.
As of February 28, 2024, the following information will be available on the corporate website www.isa.co for consultation by shareholders: 2023 Integrated Management Report, the proposals to be submitted for consideration by the Shareholders’ Meeting, proxy requirements and various proxy form templates.
For the legal representation of shareholders, strict compliance will be given to the provisions of the Basic Legal Circular of the Financial Superintendency of Colombia, regarding illegal, unauthorized and unsafe practices in the holding of general shareholders’ meetings of securities issuers.
The meeting will be broadcast live on the company’s website www.isa.co.
On the day of the meeting, the registration of shareholders will begin at 7:00 am. Shareholders are requested to be punctual.
For the call of this Shareholders’ Meeting, required processes have been completed and necessary authorizations have been obtained from the competent corporate bodies.
GABRIEL JAIME MELGUIZO POSADA
Interim CEO
Each year the Ordinary General Shareholders’ Meeting meets to review and approve the Integrated Management Report of the Legal Representative and the Board of Directors, which includes the Annual Corporate Governance Report, the Statutory Auditor’s Report, the Financial Statements as of December 31 of the previous year, and according to the results reflected therein, to review and approve the income distribution project. Also, at the Shareholders’ Meeting, the members of the Board of Directors and the statutory auditor are elected, the fees of both are set, and other decisions are made to ensure compliance with the corporate purpose and the common interest of our shareholders.
Title 2 of the Code of Good Corporate Governance compiles ISA’s principles, procedures, and practices in relation to the General Shareholders’ Meeting.
MEASURES TO PROVIDE EQUITABLE TREATMENT, GUARANTEE THE RIGHT OF PARTICIPATION AND INFORMATION OF OUR SHAREHOLDERS
In order to provide equitable treatment to all ISA shareholders, strengthen and guarantee the right of participation, inspection and information of our shareholders, the corporate bylaws establish that the Ordinary General Shareholders’ Meeting must be called no less than thirty (30) calendar days in advance, and extraordinary meetings must be called no less than fifteen (15) calendar days in advance.
The calls to the Shareholders’ Meetings are made through the publication of the respective notice in newspapers of national circulation, the corporate website, the sending of the notice to the e-mail registered by our shareholders and is published as relevant information through the portal of the Financial Superintendence of Colombia. On the Sunday prior to the date of the ordinary or extraordinary meeting, the date of the meeting is reminded through the same means. Publicity for the call is reinforced through ISA’s social networks.
All information related to the General Shareholders’ Meeting, including the proposals and decisions taken once the meeting has been held, are disclosed through the corporate website, and those that constitute relevant information are published as such through the portal of the Financial Superintendence of Colombia.
Prior to the Ordinary General Shareholders’ Meeting, our shareholders, regardless of the size of their shareholding, have the right to propose within five (5) calendar days following the publication of the notice of the meeting, the introduction of one or more items to be discussed in the agenda of the Meeting, provided that the request for the new items is accompanied by a justification.
The Board of Directors must analyze shareholder requests. If a request is rejected by the Board of Directors, the Board must respond in writing to those requests supported by at least a percentage of shares representing five percent (5%) of the capital stock, explaining the reasons for its decision and informing the shareholders of their right to present their proposals during the General Shareholders’ Meeting.
In the event that the Board of Directors accepts a request, once the shareholders’ time to propose items has expired, a supplement to the call to the General Shareholders’ Meeting is published at least fifteen (15) calendar days prior to the meeting.
Within the same period of five (5) calendar days following the publication of the notice of meeting, our shareholders may submit new proposals for resolutions on matters previously included in the agenda and the Board of Directors must act as indicated above.
In accordance with the foregoing, the following documents must be attached to the proposals for the election of the members of the Board of Directors within the aforementioned term:
(i) Written communication from each candidate in which he/she states his/her acceptance to be included in the corresponding list and the declarations required in the Board of Directors’ operating regulations and in the Code of Good Corporate Governance, which are published on the corporate website.
(ii) In the case of nominees for independent members, written communication from each candidate stating that he/she complies with the independence requirements set forth in the second paragraph of Article 44 of Law 964 of 2005 and in the corporate bylaws, which are published on the corporate website.
The Company’s documents on which the shareholders may exercise their right of inspection, such as the financial statements, the Integrated Management Report, the minutes of the General Shareholders’ Meetings and the minutes of the meetings of the Board of Directors, are made available to our shareholders at ISA’s main offices in Medellín, fifteen (15) business days prior to the Ordinary General Shareholders’ Meeting, for which purpose they must request an appointment through the e-mail address indicated in the notice of the meeting.
In order to facilitate the understanding and analysis by our shareholders of the items included in the agenda of the call, these are expressed in a clear and precise manner, and it is intended that the joint voting of topics or proposals is only carried out when there is unity of subject matter and they are directly related topics.
Our shareholders have the right to request, no less than five (5) business days prior to the General Shareholders’ Meeting, the information or clarifications they deem pertinent, or to ask in writing the questions they deem necessary in connection with the matters included in the agenda of the General Shareholders’ Meeting, through our shareholder contact channels.
Consult here the contact channels with shareholders.
The request for information may be denied when it is qualified as unreasonable, irrelevant, confidential or when its disclosure jeopardizes the competitiveness of ISA and its Companies. Furthermore, when the answer provided to a shareholder may put him/her at an advantage over the others, ISA must take the necessary measures to ensure that the other shareholders have access to such information.
PROXIES
Shareholders may be represented at the General Shareholders’ Meeting by delegating their vote to another person, whether a shareholder or not, by means of a written proxy, indicating the name of the proxy or representative, the person who may replace him/her, if applicable, as well as the date or meeting for which the proxy is granted, which may not be granted to any of our managers or employees. The foregoing, in accordance with Articles 184 and 185 of the Code of Commerce.
ISA makes proxy forms available to its shareholders, which can be used for the meetings. The proxy form includes the items on the agenda and the proposals that will be submitted for consideration at the General Shareholders’ Meeting, so that the shareholders, if they deem it appropriate, may give voting instructions to their proxy.
The representative or proxy of a shareholder may not split the vote of his/her principal, which means that he/she is not allowed to vote with one or more shares of the shares represented, in a certain sense or for certain persons, and with one or more other shares in a different sense or for other persons.
This individuality of the vote does not preclude the representative of several shareholders from voting in each case following separately the instructions given to him/her by each shareholder or each represented group or principal.
The proxy may be submitted through electronic or similar means, as long as the requirements established in Law 527 of 1999 and the rules that add, modify, or replace it are complied with.
ISA’s Board of Directors has established measures and procedures to ensure that unsafe and unauthorized practices are not incurred in the holding of ISA Shareholders’ Meetings. See them here.
The shareholder service line 01 8000 954 242 is available to attend to any of our shareholders’ concerns.
We reserve the right to verify the identification of shareholders.
We are not responsible for the non-delivery of the gift that the company delivers to its shareholders at the Ordinary General Meeting due to force majeure or unforeseen circumstances.
In order to ensure proper representation of shareholders during the Ordinary General Shareholders’ Meeting, as it would be held remotely on March 27, 2020 as part of the preventive measures to protect our health and well-being, and as approved by the Financial Superintendence of Colombia, ISA provides the following proxy templates for use by the suggested attorneys-in-fact:
These templates are not mandatory. They are just a guide and it’s your choice to use them or not.
Proxy template for natural person of legal age
Proxy template for minor represented by both parents
Proxy template for minor represented by one parent
Proxy template for legal person
In any case, the proxies must meet the following requirements:
To be fully filled out, marking “X” on your preferred attorney-in-fact and the way your vote is cast for each of the proposals to be submitted to the Meeting. If the way the vote is cast is not specified, we will take it into account for verification of the quorum, but not for the calculation of the majorities.
If several attorneys-in-fact are chosen, only the first one will be considered, in order of listing. Likewise, if for any major reason the attorney-in-fact should be replaced, it shall be understood that any other attorney-in-fact listed in the proxy is authorized to replace them.
The proxies must be signed and sent to the e-mail: accionesISA@isa.com.co together with the relevant annexes. The deadline will be March 26, 2020 until 6:00 p.m. (Colombian time)
Attach the corresponding annexes taking into account the following:
Proxy template for natural person of legal age: copy of the I.D. of the natural person.
Proxy template for minor persons: copy of the minor’s I.D. (birth certificate, NUIP, Minor’s I.D. Card, or other) and the documents showing who are the minor’s representatives listed in the proxy (birth certificates or others) and the I.D. of the representatives who sign the proxy.
Proxy template for legal person: certificate of existence and legal representation (or equivalent document) issued within the last three (3) months.
Please consider that:
None of the proxies require to be notarized, just send them via the authorized e-mail. More information about the suggested proxies can be found in their resumes, which we have published. Also, you can call them at the phone number (4) 352-50-00:
The Financial Superintendence of Colombia authorized the use of the suggested attorneys-in-fact during the Ordinary General Shareholders’ Meeting held on March 27, 2020 due to the public health emergency in the country.
Article 184 of the Colombian Code of Commerce provides the legal requirements for proxies so as to shareholders may be represented at the shareholders’ meetings:
“Article 184. REPRESENTATION OF MEMBERS AT THE SHAREHOLDERS’ OR PARTNERS’ MEETING: Each member may be represented at the meetings of Shareholders or partners through a proxy granted in written, indicating the name of the legal representative, the person to whom they may replace, if applies, the date or time for which the power is granted and other requirements indicated in the bylaws.”
Proxies granted abroad will only require the formalities described herein.
According to Article 185 of the Colombian Code of Commerce, it is forbidden for shareholders to grant proxies to administrators and/or employees of the Company:
“ARTICLE 185. INCOMPATIBILITIES FOR ADMINISTRATORS AND EMPLOYEES: Except in the cases of legal representation, while the corporation’s administrators and employees are in exercise of their positions, they may not represent shares other than their own at the shareholders’ or partners’ meetings and they are not allowed either to substitute the proxies granted to them. They may also not vote the balance sheets and year-end accounts or those of the liquidation.”
Learn about our financial actions, including other activities that guarantee a transparent and innovative development of our business units.
ISA is committed to transparency and ethics. ISA now has a specialized toll-free line to address your questions or complaints and find an effective solution. Learn more about our Ethics Line
