At Celsia, we work every day to be a transparent company and build trust, so that all of our Stakeholders believe in us. In that sense, having high standards of corporate governance is a priority, which is why we have an appropriate framework of conduct and seek to achieve an optimal balance in the management of administrators, make timely decisions, disclose truthful information and mitigate risks.
These are our Codes and Policies, pillars through which – at Celsia – we manage good corporate governance practices. Get to know them!
Additionally, in 2019 the Sustainability and Corporate Governance Committee approved the Research Manual for Senior Management (annexed to the Code of Business Conduct), a procedure that we must follow when receiving complaints about the management team. Likewise, we disseminate the Code of Good Corporate Governance among employees in Central America.
On the other hand, we also completed the Country Code Survey, which is specific to issuers of securities in Colombia, to demonstrate progress in the adoption of good corporate governance practices.
Our governance scheme, which has a defined control architecture and a commitment to disclose timely, sufficient information, mitigates reputational risks in our Stakeholders and facilitates access to new businesses, markets and clients.
(102-19) The General Shareholders’ Assembly is Celsia’s highest corporate body and is made up of all the Company’s Shareholders. It meets every year on an ordinary basis and is one of the main means of presenting the Organization’s management, strengthening the relationship with this Stakeholder and generating trust with the market in general. The Board of Directors has the broadest mandate to administer the Company, order that any act or contract within the corporate purpose be executed or entered into, and adopt the necessary determinations for the Company to fulfill its purposes.
The shareholding composition in Celsia is the following:
- No instance of the government holds Celsia shares in a proportion greater than 5%.
- There is no founding family that has shares in a proportion greater than 5%.
The Board of Directors
- The Board of Directors is made up of seven principal members elected by the General Shareholders’ Assembly for periods of one year, notwithstanding that they may be freely removed by the Assembly or reelected indefinitely. A Director will lose his independent membership when he has held this role for more than 10 consecutive years. However, whoever has lost the quality of independent may be elected as a member of the Board of Directors without showing this quality.
- Two of the directors of our Board of Directors belong to Grupo Argos, a business group of which we are part.
- The seven members of our Board of Directors are independent, in accordance with the criteria of the Dow Jones Sustainability Index (DJSI).
- Four of the seven members of the Board of Directors meet the requirements to be considered independent, in accordance with the provisions of our Corporate Bylaws and Good Governance Code.
- None of the members of the Board of Directors is an executive. “Executive” directors are employees who do not qualify as independent and who are not in positions of the Presidency or Vice Presidency of the business group.
The General Shareholders’ Assembly: The body in charge of electing.
Electoral Quotient Systems (unless the designation is unanimous): The manner to elect.
For this election, the Assembly takes into account:
- Advance notice with which Shareholders must submit their proposals. Proposals for the election of members of the Board of Directors must be submitted no less than five business days in advance of the date set for the General Shareholders’ Assembly, in which the respective election will proceed.
- Gender diversity.
- Recognized professional career, experience in business management, diversity of knowledge, outstanding personal and moral qualities of the candidates.
- Persons who are 72 years of age or older may not be elected, unless expressly authorized by the Assembly.
- The majority of the directors elected in a certain period must meet the requirements to be considered as independent members, and must declare it as such.
(102-28) In accordance with the Code of Good Corporate Governance (Number 7, Chapter III), the Board of Directors and its committees are evaluated by an external and independent expert during the period for which they were elected (the year in which it is not evaluated in this way, a Self-Evaluation of its management is made).
The 2019 independent external evaluation was carried out with the firm AT Kearney, an expert in corporate governance that has accompanied this process since 2012.
(102-27) The Company promotes training for the members of the Board of Directors in order to broaden their knowledge in relation to the new projects that we enter into as an Organization, in order to facilitate their participation in meetings and decision making. In 2019 we carried out the following trainings:
Esteban Piedrahíta, the Financial Leader of the Organization, who is responsible for risk and insurance issues.
The Board of Directors primarily learned the methodologies to quantify the Organization’s strategic risks.
Claudia Salazar, Human, Administrative and Technology Leader;
Sigifredo Hernández, the Organization’s Cybersecurity Leader.
The Board learned about cybersecurity-risk scenarios, how attacks can be presented and a coverage analysis.
Juan Felipe López, the Organization’s Sustainability Leader.
Training the Board in the assessment of environmental, social and economic impacts. There was a deepening in the explanation of the impacts of climate change, biodiversity, community investment and Occupational Health and Safety (OHS).
(102-35) (102-36) The General Shareholders’ Assembly is in charge of establishing the remuneration of this governing body; for this, it takes into account its structure, obligations, responsibilities, as well as the personal and professional qualities of its members, their experience and the time they must dedicate to this activity. We do not have any type of variable compensation established. People related to Grupo Argos S.A., such as Jorge Mario Velásquez and Alejandro Piedrahíta, do not receive remuneration for their participation in the Board of Directors Committees.
(102-20) Our Steering Committee is committed to Celsia through:
- Living and being an example of the pillars of the Organization’s culture, being drivers of change management with commitment, flexibility and participation in projects.
- Defining, communicating and guaranteeing compliance with the Organization’s policies, objectives and goals.
- Guiding the Organization’s arrival in other regions of Colombia and abroad, thus contributing to regulatory compliance and strategic organization planning.
- Leading the development of new products and services by establishing commercial strategies with new businesses and innovating in the way we interact with our current and potential clients, always focused on satisfying their needs, for the Company’s growth, development and positioning.
- Maintaining our Company financially healthy and with the ability to firmly continue its expansion process, ensuring the efficiency of operating processes and guaranteeing the availability and reliability required by clients and managing sustainability.
- Promoting the Organization’s transformation, seeking the development of talent and the adequate protection of the Company’s people and asset, and maintaining alignment with the business strategy.
The Executive-Level roles that are directly related to economic, environmental and social issues are: the Financial Leader (economic), Commercial Leader (economic), Generation Leader (environmental and social), Transmission and Distribution Leader (environmental and social), Human-Management, Administrative and Management Leader (social), Corporate Affairs Leader (social and sustainability).
Our Steering Committee
Dynamize and accelerate our Celsia culture, enjoy every day with our teammates and listen 24/7 to our clients.
Corporate Affairs Leader
Be an active part and enabler of Celsia’s growth and engagement, working for the Organization’s present and the sustainable future.
Work on the entire renewable-growth strategy and strengthen the capital structure.
Win 200 MW in the Reliability Charge Auction and 350 MW in the Renewable Energy Auction, as well as planting 1,709,000 trees with the ReverdeC Program.
Human Management and Administrative Leader
Enable the different capacities and competencies required by the Organization’s talent to strengthen the Celsia culture.
Luis Felipe Vélez
Increasingly connect with our clients, with their needs and with the challenges that the market brings us, to take the energy business to the next level.
Assistant to the Presidency
Go the extra mile to consolidate the Company’s strategic projects, promote ideas and contribute to the development of the country. We all work to consolidate Celsia as a benchmark in renewable energy.
Work with good energy with all the Celsia teams to drive the development of regulation and achieve the best commercial focus in our businesses.
Transmission and Distribution Leader
Carry out great teamwork to achieve the required improvements in Tolima and quickly take them to the territory. Our passion is to have increasingly happy clients.
Central America Leader
Advance the sustainability of traditional assets and consolidate distributed generation in Central America, with milestones in Honduras, such as Celsia’s largest solar roof and Argos’ dedicated solar farm.
Reform the Code of Good Governance to continue adjusting it to the Company’s new realities.
Permanently review our Codes and Policies to keep them up-to-date and in line with best practices in the area of Good Corporate Governance and the law.
Continue training our employees to remain updated and apply the Organization’s Policies and Codes.
Continue monitoring trends in Good Governance at the national and international levels that Celsia can embrace to continue generating value for our Stakeholders.
Awards and Recognitions
Awards and Recognitions
Recognition of IR Issues by the Colombian Stock Exchange for voluntarily adopting the best practices in information disclosure and investor relations.
The consistency of Company behavior and crisis management that is reviewed in accordance with established principles and policies.
Groups of people who are part of the Organization and others with whom we have diverse relationships, from whom we receive and manage suggestions, comments and expectations, which is essential to fulfill our strategy.
Pillars of the Organization’s Culture
We stand out for our commitment to the Organization, the Company’s vision, the benefits that improve the quality of life and the advancement of leaders, in order to recognize the work of people and retain human talent. We are based on four pillars, each associated with different practices and behaviors that we all have internalized.