We lead with awareness and conviction
Celsia’s Corporate Governance is essential to fostering trust, transparency,
and sustainability in our relationships with all stakeholders.
Additionally, it is one of the tools for value creation.
The guidelines of our Corporate Governance, established through bylaws,
codes, and policies, govern the operation of our management bodies, decision-making processes,
shareholder rights, the disclosure of timely, clear, and sufficient information,
and the conduct guidelines for our employees.
Governance structure
The Shareholders’ Meeting is Celsia’s highest corporate body and is made up of all holders of shares in the company. It meets at least once a year (within the first three months) to learn about the results and the most relevant information, as well as to deliberate and decide on certain matters, as established by the corporate bylaws. The above is aimed at guaranteeing the company’s adequate management, administration, sustainability and growth.
The Meeting is a space shareholders have to learn about the management of directors and administrators, make decisions, and present their opinions and recommendations.
Celsia’s bylaws (approved by the Shareholders’ Meeting) establish that the Board of Directors will be delegated the broadest mandate to manage the company and, consequently, will have sufficient powers to order the execution or celebration of any act or contract included within the corporate purpose, as well as to adopt the necessary determinations in order for them to fulfill their purposes. Moreover, they indicate that one of the functions of the Shareholders’ Meeting is to delegate one or some of its delegable functions to the Board of Directors, when it deems appropriate and for specific cases, in accordance with current laws, which includes the authority over economic, environmental and social issues.
It is the highest governing body of our organization. It is composed of seven members, four independent and three equity-based. The Board of Directors is responsible for formulating proposals and actions based on ESG best practices; monitoring and tracking action plans, financial results, risk management, and climate strategy; and approving, guiding, and reviewing the corporate strategy and major projects.
It has three permanent support committees: Audit, Finance, and Risk; Appointments and Compensation; and sustainability and Corporate Governance, which propose policies and actions to improve the company’s overall management.
The following are among the most relevant matters management presents to the Board of Directors for decision-making:
▸Financial results.
▸Budget.
▸Strategy.
▸Traditional businesses.
▸ New businesses.
▸Sustainability (environmental, social and governance issues – ESG).
▸Innovation.
▸Human talent.
▸Risks.
▸ Regulatory issues.
▸Project monitoring.
We highlight that management updates the Board of Directors on the matters it has come to know through the different channels they have to interact with stakeholders. Through these channels, directors find opportunities to improve, resolve concerns and meet the expectations of shareholders and investors.
The Steering Committee and Board of Directors know, discuss and approve the company’s strategy, which has ESG (environmental, social and governance) aspects as its axis, for which the teams involved that work on aspects present the objectives and goals, progress and action plans at the corresponding meetings for managers and directors to establish the guidelines on which we must focus to address these issues and prepare the documents that may be required.
To identify and address our impacts on the economy, the environment and people, management presents environmental, social and economic issues to the Support Committee (Sustainability and Corporate Governance Committee) and the Board of Directors for them to know, analyze, give their recommendations and make decisions on the matter. In this way, the teams in charge of environmental, social and governance issues continuously work on the strategy, activities and action plan for the company, which are presented to the members that make up the Support Committee and Board of Directors.
Election of Members:
Through the electoral quotient system (unless the appointment is unanimous), the Shareholders’ Meeting carries out an individual election process for the members of the Board of Directors, in which the following elements are taken into account:
▸Advance notice with which shareholders must submit their proposals. Proposals that have to do with electing members of the Board of Directors must be presented no less than five business days in advance of the date set for the General Shareholders’ Meeting, in which the respective election will be carried out.
▸Gender diversity.
▸Recognition of their professional career, experience in business management, diversity of knowledge, and outstanding personal and moral qualities of the candidates.
▸Age limit, people who are 72 years old or older cannot be elected, unless expressly authorized by the Meeting.
▸Compliance with the requirements by the directors elected in a certain period.
Assessment
Based on the Code of Good Corporate Governance (section 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. In the year not evaluated under this methodology, they self-evaluate their management
Compensation
The General Shareholders’ Meeting is responsible for setting the remuneration of this governing body. To this end, it takes into account its structure, obligations, responsibilities, and the personal and professional qualities of its members, their experience and the time they must dedicate to this activity. The company does not have any type of variable compensation established for members of the Board of Directors. People linked to Grupo Argos S.A. do not receive remuneration for their participation in the committees of the Board of Directors
Learn more about the members, remuneration, independence criteria, performance evaluation results and structure of the Board of Directors and its support committees
Our Steering Committee is committed to:
▸Live and be an example of the pillars of the organization’s culture, being drivers of change management with commitment, flexibility and active participation in the projects that require it, reflecting visibility to their work teams and other impacted teams.
▸Define, communicate and guarantee compliance with the organization’s policies, objectives and goals.
▸Guide the organization’s arrival to other regions of Colombia and abroad, contributing to compliance with regulations and the organization’s strategic planning.
▸Lead the development of new products and services, establishing and developing commercial strategies with new businesses, and innovating in the way we interact and serve our current and potential customers, focusing on growth, development, customer satisfaction and company positioning.
▸Maintain a financially healthy company with the ability to firmly continue its expansion process, ensuring the efficiency of operational processes, guaranteeing the availability and reliability required by customers and sustainability management.
▸Promote the organization’s change and transformation, seeking to develop talent and adequately protect the company’s people and assets, in line with the business strategy.
▸Reinforce the importance of comprehensive performance.
The executive level roles directly related to economic, environmental and social issues are:
▸The Celsia CEO.
▸Director of Corporate Affairs.
▸Director of Central America.
▸Director of Generation.
▸Director of Transmission and Distribution.
▸Financial Director.
▸Director of Regulatory Affairs.
In economic and social issues: the Director of Human Talent and Organizational Solutions, and Commercial Director.
These roles are part of the Steering Committee and are also responsible for informing the Board of Directors of the company’s environmental, social and economic issues.
To learn about our Steering Commite.
Meet the members and learn more about our Steering Committee.
Find out here the results of our corporate governance management in 2024.
Ethics and Transparency are Our Starting Point
Our commitment to integrity, ethics, and transparency is permanent. These are core principles that guide our actions, pillars of our culture, and traits that define our relationships with stakeholders.
We know that a culture based on strengthened ethical and transparent behaviors is ready to face any challenge. For this reason, we actively work on implementing a coordinated, dynamic ethics program adjusted to the business environment and socioeconomic realities. Our guidelines with respect to corporate governance, ethics, transparency, competition, and anti-corruption are mainly found in the Bylaws, codes of good governance and business conduct, Fraud, bribery and corruption risk management policy, and Competition Policy.
Code of Conduct
This behavioral guide complements our criteria and common sense to adopt behaviors that are favorable for maintaining Celsia’s positive image and generating responsible value. It contains mechanisms to confidentially report irregularities and appropriate environmental, health and safety practices. Compliance with this code helps us prevent:
▸ Corruption and bribery.
▸ Discrimination.
▸ Anti-competitive practices.
▸ The improper use of privileged information.
To learn about our Code of Conduct.
The topics our Code of Conduct covers are:
▸ Reporting irregularities.
▸ Environment, health, and safety.
▸ Money laundering and/or the use of privileged information.
▸ Antitrust/anticompetitive practices.
▸ Conflicts of interest.
▸ The confidentiality of information.
▸ Discrimination.
▸ Corruption and bribery.
To ensure its implementation, we have procedures, such as:
▸Defining responsibilities, accountability and reporting lines throughout the organization.
▸Integrating compliance into the performance evaluation systems of our employees and their remuneration.
Anti-Corruption and Bribery
We have a Policy for the Management of the Risk of Fraud, Bribery, and Corruption that provides clear guidelines for preventing and sanctioning bribery of any kind, including bribery in contract payments (such as kickbacks) and soft dollar policies.
To learn more about our Anti-Corruption Policy.
Significant Risks Related to Anti-corruption
All of our processes have been evaluated against possibilities of corruption, as part of reviewing compliance risks, carried out across the organization. The most relevant processes, which are subject to strict controls, have to do with the improper use of confidential or privileged information, relationships with counterparties with business conduct challenges, interactions with public officials, and undisclosed or unmanaged conflicts of interest, among others.
To learn more about the Training for anti-bribery and anti-corruption to our employees click here.
Ethics Consultation Channels
We provide multiple channels for employees to request
guidance or raise concerns related to business conduct:
Business Conduct Committee
This is the highest authority for managing the Code of Business Conduct. It is made up of two company directors and the Internal Auditing Director. We have an email for communicating with committee members, and each one of them has a corporate telephone number, which facilitates immediate contact in case of any related queries.
Business Conduct Officers
This is a role that is part of the governance structure in matters of conduct and has attending to queries related to applying the Code of Business Conduct among its functions. They have a corporate e-mail address and phone number for communicating with them. The officers’ contact information is permanently published in internal media
Transparency Hotline
Through this channel, people can personally or anonymously report improper actions or violations of the policies established in the Code of Business Conduct. This hotline is managed by an independent third party and provides adequate discretion and each country where we operate has its own line.
These mechanisms guarantee clear and secure access to promote a culture of transparency and business ethics.
For more details about the operation of the Transparency Hotline and the statistics of the reports received.