How do we manage it?
We consolidate and strengthen our Corporate Governance practices with GEB guidelines. Through the Corporate Governance Model, we establish the guidelines and instances for decision-making, defining an internal system that allows for balance and equity among the main stakeholders of our organization.
In addition, we follow the guidelines and best practices of the Financial Superintendence of Colombia and the Principles of the OECD and the Development Bank of Latin America (CAF) to guarantee transparency and fairness in the integrity of our processes.
Corporate Governance Structure in TGI
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Corporate Governance at TGI is composed as follows:
General Shareholders' Assembly, in which the majority shareholder (99.9%) is Grupo Energía Bogotá (GEB).
Board of Directors, made up of seven members, elected at the General Shareholders' Assembly.
Board of Directors committees, management committees and strategic forums, whose role is to advise the management of the Board and that of the president.
Board of Directors
(102-18) (102-19) (102-22) (102-25) (102-26) (103-29) The Board of Directors is our highest administrative body. By statutory provision, it has sufficient powers to adopt the necessary determinations for TGI to fulfill its purposes.
Its main responsibility is to establish the guidelines and guide the management of Senior Management regarding the strategy and operation of the business; appoint the president; monitor their performance; and ensure the effective implementation of the governance, control and financial information systems. These whole process includes the legal, statutory and Business Group provisions.
Our Board of Directors has specific responsibilities and framework for action, defined in the Bylaws and in the Board Regulations. Within the framework of the Business Group Agreement, the Board of Directors is responsible for developing and deepening the guidelines established by the GEB Board on strategic issues and corporate governance, taking into account the sectoral and geographical realities in which it operates, in addition of the commitments acquired as a company in the development of our corporate purpose and around environmental and social aspects.
(102-24) (102-25) (102-35) (102-36) (102-37) Our Board of Directors is made up of seven main members, with their personal alternates, who are elected by the General Shareholders’ Assembly for two-year terms, with the possibility of re-election.
Of the seven main members, Jorge Enrique Cote Velosa, Héctor José Fajardo Olarte, Daniel Rodríguez Ríos and José Fernando Montoya Carrillo are independent.
The procedure for the election of the members of our Board, the requirements that the shareholders must meet to nominate the candidates and the provisions and procedure to determine the remuneration of its members are defined in the Regulations of the General Shareholders’ Assembly and of the Board of Directors.
The rules for operations with related parties and the management of conflicts of interest are set out in the Code of Ethics, in the Company Bylaws, in the Policy on Operations with Related Parties and in the Policy for the Management of Conflicts of Interest.
You can refer to the Annexes of the Board of Directors.
(102-18) (102-19) (102-20) (102-22) (102-30) To carry out its work, our Board of Directors has the support of the Corporate Governance, Audit and Risks, Financial and Investment, Operational and Sustainability, and Compensation committees.
Each one has its own independent operating regulation and its members are appointed by the Board to perform functions for the same period, although they can be removed at any time. (102-27) In 2020, we carried out the induction process, which made it possible to make the most relevant matters of the company available to new members. There were different presentations that included business matters, the Corporate Strategic Plan, among others. Furthermore, we promoted training for the members of the Board in order to strengthen their knowledge about the sector and the business.
(102-28) Each year, TGI's Board of Directors conducts a self-evaluation of its management and that of its committees, with the support of an external and independent advisor. In said self-evaluation, the members of the Board evaluate the management of the company.
(102-33) (102-34) (405-1)
Important issues conveyed to the Board of Directors related to critical concerns
(102-34) In 2020, through evaluations and corporate monitoring mechanisms, we identified the following aspect associated with the sustainable management of the company, which was communicated to the Board:
We adopt the Transitional Commercial Policy in order to benefit our customers affected by the low demand caused by the Covid-19 pandemic.
Top Management
(102-19) (102-20) (102-26) In accordance with our corporate strategy, TGI's Senior Management performs its functions at the corporate level, in such a way that it defines guidelines and makes decisions for the execution of the business strategy.
The head of TGI is the president, appointed by the Board of Directors. He appoints five vice presidents, who, together, constitute the Senior Management; in addition, it appoints the committees of the Board of Directors. Our company has management committees and strategic forums, which purpose is to guide TGI's management.
Our Corporate Governance management is ensured through the following mechanisms:
Internal and GEB audits.
Internal control system.
Semiannual evaluation before the Corporate Governance Committee of the compliance evaluation with the Corporate Governance standards adopted by TGI.
Likewise, GEB, as parent company, periodically audits us and reports to the Presidency Committee the status of compliance with the Corporate Governance standards in our company.
