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REPORT ON THE IMPLEMENTATION OF
CORPORATE BEST PRACTICES
BUSINESS NAME OF THE ISSUER
MAIN LEGAL REPRESENTATIVE VICTOR MANUEL CRUZ
LEGAL REPRESENTATIVE APPOINTED TO SEND THE IMPLEMENTATION REPORT ERNESTO CARRASCO
REPORTING PERIOD 2015
DATE OF REPORT JANUARY 29 2026
**RETRANSMISSION QUESTIONS 33 (12.1), 62 (18.16), y 132 (29.9)
LEGAL REPRESENTATIVE GUSTAVO MAURICIO OSSA ECHEVERRI
LEGAL REPRESENTATIVE APPOINTED TO SEND THE IMPLEMENTATION REPORT GUSTAVO ORDOÑEZ
SALAZAR
RETRANSMISSION DATE: JUNE 5 2016
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 2
INTRODUCTION
Issuers must report on their implementation of the recommendations of the new Corporate Best
Practices Code of Colombia to the Financial Superintendency of Colombia (SFC for its Spanish acronym)
via this Report on the Implementation of Corporate Best Practices.
The objective of this report it to inform the securities market regarding the implementation, or lack
thereof, by each issuer of the recommendations included in this Code. To this effect, in front of each
recommendation there are three checkboxes marked YES, NO and N/A, as well as additional space to
improve their response as follows:
If the answer is affirmative, the issuer shall briefly describe the manner in which they have performed
such implementation. If the answer is negative, the issuer shall explain the reasons why they have failed
to adopt it.
The issuer in those cases can only provide the N/A response where, for legal reasons, it is not possible
to adopt the recommendation. In such event, they must indicate the precise regulation that prevents
their adoption.
Because some recommendations are made up of a number of specific features, it is important to note
that these recommendations are only deemed implemented if all the features that comprise it are met,
unless the reason for not adopting some of them is legal, and, if so, they must be specified.
Each recommendation has a box to indicate the date the issuer first implemented it. In addition, there
is a box to record the dates of any modifications made.
Finally, when, by its nature, the issuer does not have the specific body towards which the
recommendation is focused, it is understood to refer to the body within the organization which is similar
or which replaces it.
I. RIGHTS AND EQUAL TREATMENT OF SHAREHOLDERS
Measure No. 1: The principle of equal treatment.
1.1. The company provides equal treatment to all shareholders who, within the same class of shares,
have the same conditions, without this supposing access to privileged information of some shareholders
vs. others.
1.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 3
Date of Implementation 16/07/1991
Dates of Modifications 4/09/2013
1.2. The Board of Directors has approved a specific procedure that establish the company’s practices for
engaging with shareholders having different conditions, in areas such as, for example, access to
information, answering requests for information, communication channels, manners of interacting
between shareholders and the company, its Board of Directors, and other Administrators.
1.2 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 04/09/2013
Measure No. 2: Accounts on actions
2.1. Through its website, the company disclosed to the public with clarity, accuracy, and integrity,
information on the different classes of shares issued by the company, the number of shares issued for
each class, and the number of shares held in reserve, as well as the rights and obligations attached to
each class of these shares.
2.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 4
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
Measure No. 3: Non-dilution of capital.
3.1. In operations that may result in the dilution of the capital of the minority shareholders (in the case
of a capital increase waiving the right of first refusal to purchase shares, a merger, division or
segregation, among others), the company has explained these in detail to shareholders in a preceding
report by the Board of Directors, with an opinion regarding the terms of the transaction from an
independent external advisor with recognized fidelity (fairness opinion), appointed by the Board of
Directors. These reports are made available to shareholders in advance of the Assembly and within the
terms for exercising the right of inspection.
3.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
Measure No. 4: Information and communication with shareholders.
4.1. The company has a corporate website, in Spanish and English, with a link to Corporate Governance
or to shareholder and investor relations, or the equivalent, which includes financial and non-financial
information under the terms proposed in the recommendations 32.3 and 33.3 and which cannot include
confidential information concerning the company, or trade secrets, or that whose disclosure may be used
to the detriment of company.
4.1 Implements the Measure YES X NO N/A
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 5
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 04/09/2013
4.2. The company has mechanisms for permanent access and for directed use exclusively for
shareholders, such as a link on their website granting exclusive access to shareholders, or a service
office, or relationships with shareholders and investors, or regular briefings, among others, where they
can express their opinions or raise concerns or suggestions, in their status as shareholders, regarding
the performance of the company or those associated with it.
4.2 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 04/09/2013
4.3. The company organizes quarterly events to present earnings, directed to its shareholders and
market analysts, which may be in person or through long distance communication means (conference,
video conferencing, etc.).
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 6
4.3 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 04/09/2013
4.4. The company organizes or participates in fixed income presentations, events, or forums, mainly
intended for investors in debt instruments and market analysts, in which the business indicators of the
issuer, the management of its liabilities, its financial policy, grades, and behavior of the issuer are
updated with respect to covenants, etc.
4.4 Implements the Measure YES
X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
4.5. The Bylaws provide for requests by a shareholder or group of shareholders representing at least five
percent (5%) of the paid-in capital to perform Specialized Audits regarding matters different from those
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 7
audited by the company’s Fiscal Auditor. Depending on its capital structure, the company may decide on
a percentage below five percent (5%).
4.5 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
4.6. To exercise this right, the company has a written procedure that contains the particulars included
the recommendation 4.6.
4.6 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
Measure No. 5: Role of the Directors regarding change operations or takeover of the company.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 8
5.1. The Directors of the Board of Directors and Senior Management have expressly accepted in their
Letters of Acceptance or contracts that since acquiring knowledge that a takeover bid has been raised
or of other relevant operations, such as mergers or spin off operations, there will be periods during which
they promise not to negotiate shares in the company, either directly or indirectly through an intermediary.
5.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
Measure No. 6: Contribution of the businesses in the Conglomerates.
6.1 Without prejudice to the independence of each individual business included in the Conglomerate and
the responsibilities of their managing bodies, there is an organizational structure for the Conglomerate
that determines, for the three (3) levels of government- Assembly of Shareholders, Board of Directors,
and Senior Management- their key bodies and individual positions, as well as the relationships between
them, which is public, clear, and transparent, and allows for the definition of clear lines of responsibility
and communication, and enables the strategic orientation, supervision, control, and effective
management of the Conglomerate.
6.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 9
Date of Implementation
Dates of Modifications
6.2. The parent company and its most important Subordinates have a defined framework for institutional
relations through the subscription to an agreement, which is public and approved by the Board of
Directors for each of the aforementioned businesses, regulating those issues indicated in
Recommendation 6.2.
6.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
Measure No. 7: Dispute resolution.
7.1. Except for those disputes between shareholders, or between shareholders and the company or its
Board of Directors, which by express legal authority must necessarily be brought before the ordinary
courts, the Bylaws of the company include mechanisms for the resolution of disputes such as direct
agreement, amicable settlement, conciliation, or arbitration.
7.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 10
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 07/10/2005
I. GENERAL ASSEMBLY OF SHAREHOLDERS
Measure 8: Functions and Scope.
8.1. In addition to other functions ascribed by the legal framework to the General Assembly of
Shareholders, the Bylaws expressly include the functions of the General Assembly of Shareholders
specified in recommendation 8.1., and emphasize their exclusive and non-delegable character.
8.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
Measure No. 9: Regulations of the General Assembly of Shareholders.
9.1. The company has Regulation for the General Assembly of Shareholders that regulate all matters
pertaining to it, including its convening, the preparation of the information that shareholders should
receive, attendance, pursuit and exercise of shareholders’ political rights, in order that they are fully
informed of the progression framework of the sessions of the Assembly.
9.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 11
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
Measure No. 10: Convening of the Assembly.
10.1. To facilitate the exercise of the shareholders’ right to information, the Bylaws determine that the
ordinary General Assembly of Shareholders must be convened no less than thirty (30) calendar days in
advance, and extraordinary meetings must be convened no less than fifteen (15) calendar days in
advance. The foregoing is without prejudice to the established legal norms for corporate reorganizations
(e.g. merger, spin-off, or transformation).
10.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
10.2. In addition to the traditional and obligatory means provided in the legal framework, the company
ensures the maximum promulgation and publicity of the notice to convene thru the use of electronic
means such as the corporate website, alert messages through individualized emails, and including, if
deemed appropriate, through social networks.
10.2 Implements the Measure YES X NO N/A
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 12
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
10.3. In order to enhance the transparency of the decision-making process during the General Assembly,
in addition to including a point by point of the issues that will be discussed in the meeting’s Agenda, the
company has simultaneously planned with the notice to convene or, at least with advance notice of
fifteen (15) calendar days before the meeting, to make available to the shareholders the proposed
resolutions for each point in the Agenda that the Board of Directors will submit to the General Assembly
of Shareholders.
10.3 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
10.4. An improper spin-off can only be analyzed and approved by the General Assembly of Shareholders
when this point has been expressly included in the notice to convene for the respective assembly.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 13
10.4 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
10.5. The Agenda proposed by the Board of Directors precisely contains the issues to be addressed,
avoiding the hiding or masking of issues of importance under vague, generic, too general, or broad
mentions such as "other" or "proposals and various."
1 0.5 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
10.6. In the case of amendments to the Bylaws, each article or group of articles that are substantially
independent are voted separately. In any case , an item is voted separately if any shareholder or group
of shareholders representing at least five percent (5%) of the paid-in capital so requests it during the
assembly, a right which is previously disclosed to the shareholders.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 14
1 0.6 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
10.7. Without prejudice to the provisions of Article 182 of the Commercial Code, in order to strengthen
and guarantee the shareholders’ right of inspection and information prior to the meeting of the Assembly
of Shareholders, the Bylaws recognize the shareholders’ right, regardless of the size of their
shareholding, to propose the introduction of one or more items to be discussed in the Agenda of the
General Assembly of Shareholders, within a reasonable limit and provided that the request for the new
items be accompanied by a justification. The request by the shareholders must be made within five (5)
calendar days following the publication of the notice convening the assembly.
10.7 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 15
10.8. If the application is rejected by the Board of Directors, it is obliged to respond in writing to those
applications which are supported by at least a percentage of five percent (5%) of the paid-in capital, or a
lower percentage established by the company regarding the degree of concentration of ownership,
explaining the reasons for its decision and informing shareholders of their right to present their proposals
during the course of the Assembly in accordance with the provisions of the aforementioned Article 182
of the Commercial Code.
10.8 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
10.9. In the event that the Board of Directors accepts the request, once the timeframe for the
shareholders to propose items as per the previous recommendation has elapsed, a supplement to the
notice convening the General Assembly of Shareholders is published at least fifteen (15) calendar days
prior to the meeting.
10.9 Implements the Measure 1 YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 16
Date of Implementation
Dates of Modifications
10.10. Within the same timeframe noted in section 10.7., the shareholders may also submit new
substantiated Proposals for Resolution on matters previously included in the Agenda. For these requests,
the Board of Director proceeds in a manner similar to that established in numerals 10.8 and 10.9 above.
10.10 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
10.11. The company is obliged to use electronic media for communications, primarily the corporate
website with exclusive access to shareholders, to pass on these documents and the information related
with each of the items on the meeting’s Agenda.
10.11 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 17
Date of Implementation
Dates of Modifications
10.12. The Bylaws of the company recognize the shareholders’ right to request in advance sufficient
information or clarifications they deem appropriate, through traditional channels and/or, where
appropriate, via new technologies, or enquire in writing concerning any questions they consider
necessary regarding the points on the Agenda, the documents received, or about public information
provided by the company. Depending on the term chosen by the company to convene the General
Assembly of Shareholders, the company determines the timeframe within which shareholders may
exercise this right.
10.12 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
10.13. The company has provided for the refusal to provide the requested information if, according to
internal procedures, it can be qualified as: i) unreasonable; ii) irrelevant to understand the progress or
the interests of the company; iii) confidential, which includes privileged information in the securities
market sphere, trade secrets, ongoing operations whose successful completion by the company
materially depend upon maintaining its negotiations secret; and iv) others whose disclosure place its
competitiveness in imminent and serious danger.
10.13 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 18
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
10.14. When the response given to a shareholder may place them in an advantageous position, the
company guarantees other shareholders concurrent access to that response, according to the
mechanisms established for this purpose, and under the same conditions.
10.14 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
Measure No. 11: Regulation of representation.
11.1. Without prejudice to the limits established in Article 185 of the Commercial Code, the External
Memo 24 of 2010, and the norms that modify, complement, or replace them, the company does not
limit the shareholder’s right of representation at the General Assembly of Shareholders, permitting them
to delegate their vote to any person, whether or not they are a shareholder.
11.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 19
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
11.2. The company minimizes the use of blank proxy voting without voting instructions, actively
promoting the use of a standard model for letters of representation that the company itself makes
available to the shareholders or publishes on its website. The model includes the items on the Agenda
and the corresponding proposed resolutions in accordance with the previously established procedure,
and which will be submitted for consideration by shareholders, with the objective that the shareholder,
if he/she deems it convenient, indicate for each instance how they will vote.
11.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
Measure No. 12: Attendance of other people besides the shareholders.
12.1. In order to revitalize the role of the General Assembly in the establishment of the corporate will,
and make it a much more participatory body, the Regulations of the Assembly of the company requires
the Directors of the Board of Directors and, especially, the Chairmen of the Committees of the Board of
Directors, as well as the company’s President, to be present at the Assembly to respond to the
shareholders’ concerns.
12.1 Implements the Measure YES NO X N/A
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YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 04/09/2013
II. BOARD OF DIRECTORS
Measure No. 13: Functions of the Board of Directors.
13.1. The Bylaws expressly indicate those functions that cannot be delegated to Senior Management,
which include those set out in recommendation 13.1.
13.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
13.2. Without prejudice to the autonomy of the governing bodies of the Subordinate Businesses, when
the company acts as the parent of a Conglomerate, these functions of the Board of Directors are group
focused and are developed through general policies, guidelines, or requests for information which
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 21
respect the balance between the interests of the parent and the subordinates, and the Conglomerate as
a whole.
13.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
Measure No. 14: Regulations of the Board of Directors.
14.1. The Board of Directors has approved the internal regulations governing its organization and
operation, as well as the roles and responsibilities of its Directors, the President and the Secretary of the
Board of Directors, and their duties and rights. This information is made available to the shareholders
and is binding for the Board members.
14.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
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Dates of Modifications
Measure No.15: Scope of the Board of Directors.
15.1. The company has elected statutorily not to appoint Alternate Members for the Board of Directors.
15.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/08/2015
Dates of Modifications
Measure No. 16: Composition of the Board of Directors.
16.1. Based on the premise that once elected, all members of the Board of Directors act for the benefit
of company, with the utmost transparency, the company identifies the origin of the various members of
the Board of Directors in accordance with the structure set forth in recommendation 16.1.
16.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 23
Date of Implementation
Dates of Modifications
16.2. The company has a procedure, conveyed through the Appointment and Compensation Committee
or other that fulfill its functions, which allows the Board of Directors, through its own dynamics and the
conclusions of the annual evaluations, to achieve the objectives stated in the recommendation 16.2.
16.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
16.3. The Board of Directors informs the shareholders regarding those professional profiles it deems
necessary, in such a manner that the different stakeholders, mainly controlling shareholders, significant
shareholders, families, groups of shareholders, and institutional shareholders, if any, and the Board of
Directors itself, are able to identify the most suitable candidates.
16.3 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 24
Date of Implementation
Dates of Modifications
16.4. The company believes that the sole assessment of resumes by shareholders is an insufficient
resource to determine the suitability of the candidates, and therefore has an internal procedure to
evaluate incompatibilities and disqualifications of legal nature and the adequacy of the candidate
regarding the needs of the Board of Directors, through the evaluation of a set of criteria that the
functional and personal profiles of the candidates must meet, and verification of the fulfillment of certain
objective requirements for membership to the Board of Directors, and those additional to be an
Independent Member.
16.4 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
16.5. In addition to the independence requirements as provided for in Law 964 of 2005, the company
has voluntarily adopted a stricter definition for independence than that stipulated by this Law. This
definition has been adopted as a framework through the Regulations of the Board of Directors, and
includes, among other requirements, to be appraised of any relationships or links of any kind that the
candidate for Independent Member has with controlling or significant shareholders and related parties,
both national and foreign, and requires a double declaration of independence: (i) of the candidate to the
company, its shareholders, and members of Senior Management, executed through their Letter of
Acceptance and (ii) of the Board of Directors, regarding the candidate’s independence.
16.5 Implements the Measure YES NO X N/A
YES. Briefly indicate:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 25
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
16.6. The company, through its internal regulations, considers that the Board of Directors, through its
President and with the support of the Appointment and Compensation Committee or whomever fulfills
its duties, is the most appropriate body to centralize and coordinate, prior to the General Assembly of
Shareholders, the process of composing the Board of Directors. Accordingly, the shareholders whom,
based on their shareholding, aspire to be part of the Board of Directors, can know the needs of the Board
of Directors and raise their objectives, negotiate shareholding balances and the distribution between the
different categories of members, present their candidates, and accept that the suitability of their
candidates be assessed by the Appointment and Compensation Committee before the vote in General
Assembly of Shareholders.
16.6 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
16.7. The Regulations of the Board of Directors state that the assessment of the suitability of candidates
is an activity which should be conducted prior to the holding of the General Assembly of Shareholders,
so that shareholders have sufficient information (personal qualities, suitability, track record, experience,
integrity, etc.) on the proposed candidates to integrate it in time to allow proper evaluation.
16.7 Implements the Measure YES X NO N/A
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YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 4/08/2013
Measure No. 17: Functional structure of the Board of Directors.
17.1. The Regulations of the Board of Directors stipulates that the Independent and Equity Directors are
always the majority over Executive Directors, whose number, in the event of joining the Board of
Directors, is the minimum necessary to meet the needs regarding information and coordination between
the Board of Directors and the Senior Management of the Company.
17.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
17.2. From the minimum percentage of twenty five percent (25%) of Independent Directors established
in Law 964 of 2005, the company analyzes and voluntarily adjusts upwardly the number of Independent
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 27
Directors, taking into account, among others, the number of independent members relative to the Free
Float Shares.
17.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
Measure No. 18: Organization of the Board of Directors.
18.1. The functions of the President of the Board of Directors are stated in the Bylaws and his/her main
responsibilities are those established in recommendation 18.1.
18.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 28
18.2. The internal regulations of the company provides for the possibility that the President of the Board
of Directors may enjoy a different treatment from other members, both regarding their obligations as
well as their compensation, as a result of the scope of their specific functions and greater time
commitment.
18.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
18.3. The Bylaws include the guidelines for the appointment of the Secretary of the Board of Directors,
among which are those indicated in recommendation 18.3.
18.3 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 29
18.4. The Regulations of the Board of Directors includes the functions of the Secretary, among which are
those indicated in recommendation18.4.
18.4 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
18.5. The Board of Directors has established an Appointment and Compensation Committee.
18.5 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 4/08/2013
18.6. The Board of Directors has established a Risk Committee.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 30
18.6 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
18.7. The Board of Directors has established a Corporate Governance Committee.
18.7 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 04/08/2013
18.8. If the company has considered that it is not necessary to establish all of these Committees, their
functions have been distributed among those in existence or they have been fully assumed by the Board
of Directors.
18.8 Implements the Measure YES X NO N/A
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 31
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 04/08/2013
18.9. Each of the Committees of the Board of Directors has Internal Regulations governing the details of
its organization, topics, functions the Committee must fulfill, and its operation, paying particular
attention to the communication channels between the Committees and the Board of Directors and, in
the case of Conglomerates, to the relationship and coordination mechanisms between the Committees
of the Board of Directors of the Parent Company and the Subordinate businesses, if any.
18.9 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
18.10. The Committees of the Board of Directors are composed exclusively of Independent or Equity
Directors, with a minimum of three (3) Directors and chaired by an Independent Director. In the case of
the Appointment and Compensation Committee, Independent Directors are always the majority.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 32
18.10 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
18.11. The Committees of the Board of Directors may obtain support, specifically or permanently, from
members of Senior Management with experience on matters within its competence and/or external
experts.
18.11 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 04/08/2013
18.12. To constitute its Committees, the Board of Directors takes into consideration the profiles,
knowledge, and professional experience of the members in regards to the Committee’s subject matter.
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 33
18.12 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
18.13. Minutes are documented for all Committee meetings, and a copy is sent to all members of the
Board of Directors of the company. If the Committees have been delegated decision-making powers, the
minutes are consistent with the requirements set forth in Articles 189 and 431 of the Commercial Code.
18.13 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
18.14. In the case of Conglomerates, unless the applicable legal or regulatory framework demands their
constitution, the internal regulations stipulates that the Boards of Directors of the Subordinate
businesses may choose to not constitute Committees specific to the handling of certain matters, and
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 34
these tasks can be assumed by the Committees of the Board of Directors of the Parent company, without
this implying a transfer to the Parent of the responsibilities of the Board of Directors of the subordinate
businesses.
18.14 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
18.15. The main task of the Audit Committee is to assist the Board of Directors in its oversight role thru
the evaluation of accounting procedures, the relationship with the Fiscal Auditor, and in general, the
appraisal of the Control Architecture of the company, including auditing the risk management system
implemented by the company.
18.15 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 04/08/2013
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 35
18.16. The members of the Audit Committee have knowledge of accounting finance and other related
matters, which provides them the rigor to provide pronouncements regarding issues within the
Committee’s competency within a level sufficient to appreciate its scope and complexity.
18.16 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications 04/08/2013
18.17. At the request of the President of the Assembly, the Chairman of the Audit Committee reports to
the General Assembly of Shareholders on specific aspects regarding the work performed by the
Committee, such as the analysis of the scope and content of the Auditor’s Report.
18.17 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 36
18.18. The Internal Regulations of the Audit Committee assign it the functions included in
recommendation 18.18.
18.18 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
18.19. The main objective of the Appointment and Compensation Committee is to assist the Board of
Directors in the exercise of their functions of decision making, advising on matters related to
appointments and compensation of the members of the Board of Directors and Senior Management,
and monitor compliance with Corporate Governance rules, regularly reviewing their compliance,
recommendations, and principles (in cases where this function is not expressly attributed to another
committee of the company).
18.19 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 37
Dates of Modifications
18.20. Some members of the Appointment and Compensation Committee are knowledgeable about
strategy, human resources (recruitment and selection, hiring, training, administration or management
of personnel), wage policy, and related matters, in an adequate level to comprehend the scope and
complexity of these matters within the company.
18.20 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
18.21. At the request of the President of the Assembly, the Chairman of the Appointment and
Compensation Committee may inform the General Assembly of Shareholders on specific aspects of the
work of the Committee, such as monitoring the compensation policies of the Board of Directors and
Senior Management.
18.21 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 38
Date of Implementation 14/02/2002
Dates of Modifications
18.22. The Internal Regulations of the Appointments and Compensation Committee assign it the
functions included in recommendation 18.22.
18.22 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
18.23. The main objective of the Risk Committee is to assist the Board of Directors in fulfilling its
oversight responsibilities regarding risk management.
18.23 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the
recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 39
Date of Implementation
Dates of Modifications
18.24. At the request of the President of the Assembly, the Chairman of the Risk Committee may report
to the General Assembly of Shareholders on specific aspects of the work done by the Committee.
18.24 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
18.25. With the adjustments necessary to differentiate between companies belonging to the financial
sector and the real sector of the economy, and without prejudice to the functions assigned to this
committee by the current norms, the Internal Regulations of the Risk Committee assign it the functions
indicated in recommendation 18.25.
18.25 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 40
Date of Implementation
Dates of Modifications
18.26. The main task of the Corporate Governance Committee is to assist the Board of Directors in its
functions of providing proposals and monitoring the corporate governance measures adopted by the
company.
18.26 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
18.27. The Internal Regulations of the Corporate Governance Committee assigns it the functions
indicated in recommendation 18.27.
18.27 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 41
Date of Implementation
Dates of Modifications
Measure No. 19: Operation of the Board of Directors.
19.1. The Chairman of the Board of Directors, with the assistance of the Secretary and the President of
the company, prepares a work plan for the Board of Directors for the period under assessment, a tool
that facilitates determining the reasonable number of regular meetings per year, and estimated
duration.
19.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
19.2. Unless the entities under scrutiny are bound to at least one (1) meeting per month according to
their governing regulations, the Board of Directors of the company holds eight (8) to twelve (12) regular
meetings per year.
19.2 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 42
Date of Implementation 14/02/2002
Dates of Modifications
19.3. One (1) or two (2) meetings per year of the Board of Directors have a clear focus on defining and
monitoring the company's strategy.
19.3 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
19.4. The Board of Directors approves a specific timetable for ordinary sessions, notwithstanding the
fact that they can meet as often as necessary in extraordinary sessions.
19.4 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 43
Date of Implementation 16/07/1992
Dates of Modifications
19.5. Along with the notice convening the meeting, and at least of five (5) calendar days in advance of
the meeting, the members of the Board of Directors receive the documents or information pertaining to
each point in the Agenda, so that its members can actively participate and make reasoned decisions.
19.5 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
19.6. The President of the Board of Directors assumes, in consensus with the Secretary of the Board of
Directors, the ultimate responsibility for insuring members receive the information in due time and that
the information is useful, and therefore the set of documents delivered (the Board of Directors’
dashboard) should be focused on quality over quantity.
19.6 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 44
Date of Implementation
Dates of Modifications
19.7. The ultimate responsibility for preparing the Agenda for the Board of Directors meetings lays in the
President of the Board of Directors and not the President of the company, and it is structured according
to certain parameters in order to follow a logical order for presenting topics and for the discussions.
19.7 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation
Dates of Modifications
19.8. In the Annual Corporate Governance Report and in the corporate website the company publishes
the attendance of the Directors to the public meetings of the Board of Directors and its Committees.
19.8 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 45
Date of Implementation
Dates of Modifications
19.9. Each year, the Board of Directors assesses the effectiveness of their work as a body, of their
Committees, and of their Directors as individuals, including a peer review, as well as the reasoning
behind their internal rules, and dedication and performance it is Directors; in addition, they propose
changes, if any, to its organization and operation as they deem appropriate. In the case of
Conglomerates, the Board of Directors of the parent company also requires that this assessment process
be carried out by the Board of Directors of the Subordinate Businesses.
19.9 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
19.10. The Board of Directors alternates the internal self-assessment with an external assessment
conducted by independent consultants.
19.10 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 46
N/A. Specify the norms which prevent adopting the recommendation:
Date of Implementation 14/02/2002
Dates of Modifications
Measure No.20: Duties and Rights of the Directors of the Board of Directors.
20.1. The Regulations of the Board of Directors complement the provisions included in the regulatory
framework regarding the rights and duties of the members of the Board of Directors.
20.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/08/2013
20.2. The Regulations of the Board of Directors advances the understanding of company regarding the
duties of the members of the Board of Directors included within recommendation 20.2.
20.2 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 47
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/08/2013
20.3. The Regulations of the Board of Directors advances the content of the rights of members of the
Board of Directors established by recommendation 20.3.
20.3 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/08/2013
Measure No. 21: Conflicts of Interest.
21.1. The company has a defined and formal policy and procedure in their internal regulations for the
knowledge, management, and resolution of situations posing a conflict of interest, whether direct or
indirect through Related Parties, which may affect members of the Board of Directors and other Officers.
21.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 48
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/08/2013
21.2. The procedure for managing conflicts of interest distinguishes the nature of these, differentiating
between sporadic or permanent conflicts of interest. If the conflict of interest is sporadic, the applicable
procedure indicates the rules and steps to follow, that should be relatively easy to administer and difficult
to evade for the affected party. In the case of conflicts of interest of a permanent nature, the procedure
considers that if this situation affects the whole of the company’s operations, it should be understood as
grounds for the mandatory resignation of the affected party, as holding his/her post is an impossibility.
21.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
21.3. The members of the Board of Directors, the Legal Representatives, members of Senior
Management and other Officers of the company regularly report to the Board of Directors regarding
relationships, direct or indirect, the have amongst themselves or with other entities or structures
belonging to the Conglomerate of which the issuer it a part, or with the issuer, or with suppliers,
customers, or any other Interest Group, from which might arise a conflict of interest or might influence
the direction of their opinion or vote, constructing and a "map of Related Parties" for the Officers.
21.3 Implements the Measure YES NO X N/A
YES. Briefly indicate:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 49
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
21.4. The relevant situations of conflict of interest understood as those that would force the affected
party to refrain from a meeting and/or vote, in which members of the Board of Directors and other
Officers find themselves, are collected in the public information the company publishes annually on its
website.
21.4 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
21.5. For these purposes, the definition of a Related Party applied by the company is consistent with the
International Accounting Standard No. 24 (IAS 24).
21.5 Implements the Measure YES NO X N/A
YES. Briefly indicate:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 50
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
Measure No. 22: Transactions with Related Parties.
22.1. The company has a policy that determines the specific procedure to evaluate, approve, and
disclose transactions with Related Parties, including pending balances and relationships between them,
except for those operations with a particular regulation.
22 .1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
22.2. The company’s policy on transactions with Related Parties addresses the matters included in
recommendation 22.2.
22.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 51
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
22.3 The policy foresees that recurrent related operations in the ordinary course of business conducted
by virtue of adhesion contracts or general framework contracts, whose conditions are fully standardized,
are applied in a gross general manner, and are conducted at market prices, generally set by the party
acting as supplier of the goods or services in question and whose individual amount is not relevant to
the company, do not require express authorization of the Board of Directors.
22.3 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
Measure No. 23: Compensation of the members of the Board of Directors.
23.1. The company has a policy of compensation for the Board of Directors, approved by the General
Assembly of Shareholders and revised each year, which identifies all compensation components that
can be met effectively. These components can be fixed or variable. They may include a fixed fee for being
a member of the Board of Directors, fees for attending meetings of the Board of Directors and/or its
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 52
Committees and other emoluments of any kind accrued during the exercise, whatever their cause, in
cash or in kind, as well as the obligations of company regarding pensions or payment of life insurance
premiums, or other concepts, regarding both the past and present members, as well as the premiums
for the D&O policies contracted by the company for the members of the Board of Directors.
23.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
23.2. If company adopts a compensations systems which includes a variable component linked to the
company’s successful operation in the medium and long term, the compensation policy includes limits
on the amount that can be distributed to the Board of Directors and, if the variable component is related
to the benefits of the company or other management benchmarks assessed at the end of period, it must
take into account any eventual reservations noted in the Auditor’s report and which could reduce the
results for the period.
23.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 53
Date of implementation
Dates of Modifications
23.3. The Equity and Independent Members of the Board of Directors are expressly excluded from
compensation systems that incorporate stock options or variable compensation linked to the absolute
variation of the stock price.
23.3 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
23.4. For each assessment period under the compensation policy framework, the General Assembly of
Shareholders approves a maximum cost of the Board of Directors for all approved compensation
components.
23.4 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 54
Date of implementation 14/02/2002
Dates of Modifications
23.5. The total effective cost of the Board of Directors during the period under assessment, which
includes all compensation components disbursed to the members of the Board of Directors and
reimbursement of expenses is known by shareholders and posted on the company’s website to the level
of detail and disaggregation approved by the Board of Directors.
23.5 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
Measure No. 24: The President of the company and Senior Management.
24.1. The company’s governance model establishes an effective separation between the administration
or government of company (represented by the Board of Directors) and the Ordinary Course of Business
(in charge of Senior Management under the leadership of the President of the company).
24.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 55
Date of implementation 14/02/2002
Dates of Modifications
24.2. In general, the policy of the Board of Directors consists of delegating the ordinary course of
business to the Senior Management team, concentrating its activities towards the general functions of
strategy, supervision, government, and control.
24.2 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
24.3. As a general rule, the members of Senior Management are identified, evaluated, and appointed
directly by the President of the company because they are his/her collaborators. Alternatively, the
company may choose that members of Senior Management be appointed by the Board of Directors
based on the proposal of the President of the company. Regardless of who makes the final appointment,
the candidates for key executive positions in the company are known and evaluated by the Appointment
and Compensation Committee of the Board of Directors, which must proffer its opinion.
24.3 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 56
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
24.4. The company has a clear policy for the delegation of functions approved by the Board of Directors
and/or a power structure in which it is possible to determine the level of empowerment of the President
of the company and other members of Senior Management.
24.4 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/08/2013
24.5. The Board of Directors, through the Appointment and Compensation Committee, or whomever
perform its functions, annually directs the performance evaluation of the President of the company and
has knowledge of the evaluations of other members of Senior Management.
24.5 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 57
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/08/2013
24.6. The company has a compensation policy for the President of the company and other members of
Senior Management, approved by the Board of Directors, which identifies all compensation components
that can effectively be met, link to meeting long-term goals and the risk levels.
24.6 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
24.7. If the compensation of the President of the company includes a fixed and a variable component,
its technical design and calculation prevents that the variable component exceeds the maximum limit
set by the Board of Directors.
24.7 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 58
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
III. CONTROL ARCHITECTURE
Measure No. 25: Control Environment.
25.1. The Board of Directors is ultimately responsible for the existence of a solid control environment
within the company, adapted to its nature, size, complexity, and risks, in order that it meets the budgets
outlined in recommendation 25.1.
25.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
25.2. In the case of Conglomerates, the Board of Directors of the Parent Company will promote the
existence of a Control Architecture with a consolidated, formal scope, and encompassing all Subordinate
companies, establishing responsibilities for the policies and guidelines on this matter at the
conglomerate level, and defining clear reporting lines that allow for a consolidated vision of the risks to
which the conglomerate is exposed to and the taking of control measures.
25.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 59
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
Measure No. 26: Risk Management.
26.1. The risk management objectives of the company are those referred to in recommendation 26.1.
26.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
26.2. The company has a risk map understood as a tool for identifying and monitoring the financial and
non-financial risks to which it has exposure.
26.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
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NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
26.3. The Board of Directors is responsible for defining a risk management policy and setting maximum
limits for exposure to each identified risk.
26.3 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
26.4. The Board of Directors has knowledge of and periodically supervises the company’s actual
exposure to the maximum defined risk limits and, in case of deviations, recommends corrective actions
and follow-up.
26.4 Implements the Measure YES NO X N/A
YES. Briefly indicate:
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NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
26.5. In the framework of the risk management policy, Senior Management owns the processes and is
responsible for risk management, in other words, to identify, assess, measure, control, monitor, and
report risks, defining methodologies, and ensuring that risk management is consistent with the strategy,
the established risk policy, and the approved maximum limits.
26.5 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
26.6. The company has a policy of risk delegation, approved by the Board of Directors, which determines
the risk limits that can be managed directly by each level in the company.
26.6 Implements the Measure YES NO X N/A
YES. Briefly indicate:
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NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
26.7. In Conglomerates, risk management should be done at a consolidated level, to contribute to the
cohesion and control of the comprising companies.
26.7 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
26.8. If company has a complex and diverse business and operations structure, there is the position of
Chief Risk Officer (CRO) at the conglomerate level in the case of companies integrated in control
situations companies and/or a business group.
26.8 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
FINANCIAL SUPERINTENDENCE OF COLOMBIA Page 63
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
Measure No. 27: Control Activities.
27.1. The Board of Directors is responsible for ensuring the existence of an adequate internal control
system, adapted to the company and its complexity, and consistent with the risk management structure
in force.
27.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/08/2013
27.2. The Board of Directors is responsible for overseeing the effectiveness and adequacy of the internal
control system, which may be delegated to the Audit Committee, without the Board of Directors losing
its oversight responsibility.
27.2 Implements the Measure YES X NO N/A
YES. Briefly indicate:
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NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/09/2013
27.3. In the company applies and expects the self-control principle, understood as the "ability of the
people involved in the various processes to consider control as an inherent part of their responsibilities,
fields of action, and decision making".
27.3 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
Measure No. 28: Information and communication.
28.1. In the company, the culture, philosophy and risk policies and exposure limits approved are
communicate downwards and horizontally, so that the whole organization considers risks and control
activities within their activity.
28.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
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NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
28.2. In the company there is a mechanism for reporting information upwards (to the Board of Directors
and Senior Management), which is truthful, comprehensible, and complete, in a manner that supports
and enables informed decision making and risk management and control.
28.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
28.3 The mechanism for communication and reporting information of the company allows for: i) Senior
Management to involve the whole company emphasizing their responsibility for risk management and
the definition of controls, and ii) the employees of the company understand their role in risk management
and the identification of controls, as well as their individual contribution in relation to the work of others.
28.3 Implements the Measure YES NO X N/A
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YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
28.4. There are internal anonymous reporting lines or whistleblowers that allow employees to
communicate anonymously illegal or unethical behavior that may violate the risk management and
control culture in the company. The Board of Directors is aware of a report on these allegations.
28.4 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation January 2016
Dates of Modifications
Measure No. 29: Monitoring the Control Architecture.
29.1. In the company, the Board of Directors, through the Audit Committee, is responsible for overseeing
the effectiveness of the various components of the control architecture.
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29.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/09/2013
29.2. In company, the work of monitoring aimed to providing assurance on the effectiveness of the
control architecture involves primarily the internal audit in collaboration with the Fiscal Auditor in matters
within its competence and particularly in reference to the financial information generated by company.
29.2 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/09/2013
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29.3. The company’s internal auditing function has an Internal Audit Charter approved by the Audit
Committee, which expressly includes the scope of its functions in this matter, and which should include
the matters noted in recommendation 29.3.
29.3 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 23/11/2011
Dates of Modifications
29.4. The head responsible for internal auditing maintains an independent professional relationship
from the company’s Senior Management or from the Conglomerate, which employs him/her, through
their exclusive functional dependence on the Audit Committee.
29.4 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/09/2013
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29.5. In the company, the appointment and removal of the head of internal auditing is the responsibility
of the Board of Directors, at the proposal of the Audit Committee, and their removal or resignation is
communicated to the market.
29.5 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
29.6. The Fiscal Auditor of the company or Conglomerate maintains a clear independence from these,
quality that must be declared in the respective audit report.
29.6 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
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29.7. If the company acts as a Parent of the Conglomerate, the Fiscal Auditor is the same for all
companies, including offshore companies.
29.7 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
29.8. The company has a policy for the appointment of the Fiscal Auditor, approved by the Board of
Directors and disclosed to the Shareholders, which contains the provisions set out in recommendation
29.8.
29.8 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
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29.9. In order to avoid excessive associations between the company and the Fiscal Auditing firm and/or
their teams, and maintain their independence, the company establishes a maximum contract term of
between five (5) and ten (10) years. With regard to the Fiscal Auditor, individual not hired by a firm, the
maximum contract term is for five (5) years.
29.9 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications 04/09/2013
29.10. Within the maximum contractual period, the company encourages the rotation of the Auditing
firm’s partner assigned to the company and its team halfway through the period, which, once completed,
a change of firm must necessarily occur.
29 .1 0 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
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Dates of Modifications
29.11. In addition to the current prohibition to not contract with the Fiscal Auditor any professional
services other than the financial audit itself and other functions included in the current norms, the
company extends this limitation to persons or entities associated with the Fiscal Auditing firm, including
the companies within its group, as well as companies where its members and/or administrators have a
broad overlap with those of the Statutory Auditing firm.
29.11 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
29.12. In its public information, the company reveals the total amount of the Fiscal Auditor’s contract,
as well as the share of the fees paid by the company in comparison with the total income of the firm
related to its fiscal auditing activity.
29.12 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
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Date of implementation
Dates of Modifications
V. TRANSPARENCY AND FINANCIAL AND NON-FINANCIAL INFORMATION
Measure No. 30: Disclosure Policy.
30.1. The Board of Directors has approved a disclosure policy that identifies, at minimum, the
information addressed in the recommendation.
30.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
30.2. In the case of Conglomerates, the disclosure of information regarding the group of companies to
third parties is comprehensive and transversal, which allows outside parties to form an opinion based
on reality, organization, complexity, activities, size, and governance model of the Conglomerate.
30.2 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
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N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
Measure No. 31: Financial Statements.
31.1. If there are qualifications in the Auditor’s report, these, and the actions that company offers to
resolve the situation, will be stated by the Chairman of the Audit Committee to the shareholders gathered
in General Assembly.
31.1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
31.2. When, before the qualifications and/or emphasis of matter paragraphs in the Auditor’s Report, the
Board of Directors considers it should uphold its criteria, this position is properly explained and justified
in a written report to the General Assembly, specifying the content and scope of the discrepancy.
31.2 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
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N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
31.3 Transactions with or between Related Parties, including transactions between the companies in
the Conglomerate that are classified as material by company through objective parameters such as
volume of the operation, percentage of assets, sales, or other indicators, are included in detail in public
financial information, including reference to the workings of offshore operations.
31.3 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
Measure No. 32: Market information.
32.1. Within the framework of the disclosure policy, the Board of Directors (or the Audit Committee),
adopt the necessary measures to ensure that to financial markets and capital are notified of all financial
and non-financial information about the company required by the current legislation, in addition to all
that it deems relevant to investors and clients.
32 .1 Implements the Measure YES X NO N/A
YES. Briefly indicate:
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NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
32.2. The company’s website is organized in a friendly way, in such a way to make it easy for the user to
access information associated or related to corporate governance.
32.2 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
32.3. The company’s website includes, at least, the links included in recommendation 32.3.
32.3 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
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N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
32.4. The supports used by company, in general, to communicate information to the markets are
documents that can be printed, downloaded, and shared.
32.4 Implements the Measure YES X NO N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
32.5. If the company is a business of great size and complexity, it publishes annually on its website an
explanatory report about the organization, methods, and procedures of the Control Architecture it
implements, in order to provide correct and safe financial and non-financial information, and safeguard
the assets of the entity and the efficiency and security of their operations. The information regarding
Control Architecture is complemented by a risk management report.
32.5 Implements the Measure YES NO X N/A
YES. Briefly indicate:
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NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
Measure No.33: Annual Corporate Governance Report.
33.1. The Company prepares an annual Corporate Governance Report, whose content is the
responsibility of the Board of Directors, after the Audit Committee’s review and favorable report, and
which is along with other documents for the financial period.
33.1 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications
33.2. The Annual Corporate Governance Report of the company is not a mere transcript of the Corporate
Governance norms included in the Bylaws, internal regulations, codes of good governance, and other
corporate documents. It is not intended to describe the governance model of company, but rather to
explain the reality of its operations and relevant changes during the financial period.
33.2 Implements the Measure YES X NO N/A
YES. Briefly indicate:
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NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation 14/02/2002
Dates of Modifications
33.3. The Annual Corporate Governance Report of company, contains information at year end which
describes the way in which during the year were complied with the recommendations of corporate
governance adopted by the company and major changes .
The structure of the company’s Annual Corporate Governance Report is aligned with the structure
included the recommendation 33.3.
33.3 Implements the Measure YES NO X N/A
YES. Briefly indicate:
NO. Explain:
N/A. Specify the norms which prevent adopting the recommendation:
Date of implementation
Dates of Modifications