Español | English
Home Sustainability Strategy Corporate Governance and Ethics

Corporate Governance and Ethics

The pillar of growth

As a Corporate Group, we promote transparency, building of trust and genuine long-term relations with our stakeholders. This is how we managed it in 2019.

Download Corporate Governance and Ethics

Why is it important?

As of 2019, we fulfill 92.6% of the recommendations of Circular 028/2014 - Código País issued by the Financial Superintendence of Colombia, which compiles the corporate governance principles published by the Organization for Economic Co-operation and Development (OECD).

Strategic decisions at the Corporate Group level have enabled us to mature our Corporate Governance Model and to become benchmarks for other companies and corporate groups. These include:

  • An increase in the number of independent members: They increased from 25% to 44.4% of Board members. In 2019, we had 6 independent members.
  • In 2019, for the first time the Chairman of the Board of Directors was an independent member.
  • We established stricter independence criteria in the Board of Directors based on the practices of leading companies in the region and companies listed on the New York Stock Exchange.
  • The Capital District of Bogotá will vote in favor of any profit distribution proposal that is recommended by the Board of Directors, pursuant to the mechanism for determining profit distributions established by law.
  • Previously, minority shareholders only had the right to call a General Meeting of Shareholders when they represented 25% of total shares outstanding. Now a General Meeting of Shareholders can be called with only 10%.
(103-2) (103-3)

How we manage it?

(102-18)

Governance structure

The bodies that form part of our corporate governance structure conduct, manage and oversee the company. They are the following:

Governance structure
General Meeting

It has its own rules and it is the highest governance body of Grupo Energía Bogotá. It is responsible for establishing guidelines and for guiding and assessing the performance of the Board members and the company’s legal representatives. Its members are the shareholders, and it is consequently the main channel for providing information and interacting with them.

Governance structure
(102-18) (102-19) (102-22) (102-23) (102-25) (102-26) (Propio)
Board of Directors

Our highest strategic management body establishes the Company’s general policies, ensures protection of the rights and fair treatment of all shareholders, as well as the stability and development of Grupo Energía Bogotá in the short, medium and long term. It has nine principal members, who are elected by the General Meeting of Shareholders through the electoral quotient system for two-year terms.

  • Our Board of Directors and its Committees

    Beatriz Elena Arbeláez Martínez, Gisele Manrique Vaca, Gustavo Antonio Ramírez Galindo, Jaime Eduardo Ruiz Llano, Margarita María Rehbein Dávila, Marc Willy Eichmann Perret, Rafael Simón Herz Stenberg, Roberto Holguín Fety, Carlos Alberto Sandoval Reyes.

  • Corporate Governance Committee

    Carlos Alberto Sandoval Reyes, Roberto Holguín Fety, Margarita María Rehbein Dávila and Gisele Manrique Vaca.

  • Compensation Committee

    Margarita María Rehbein Dávila, Marc Willy Eichmann Perret, Rafael Simón Herz Stenberg, Gustavo Antonio Ramírez Galindo.

  • Audit and Risk Committee

    Roberto Holguín Fety, Marc Willy Eichmann Perret, Rafael Simón Herz Stenberg, Jaime Eduardo Ruiz Llano, Carlos Alberto Sandoval Reyes.

  • Financial and Investment Committee

    Jaime Eduardo Ruiz Llano, Rafael Simón Herz Stenberg, Roberto Holguín Fety, Beatriz Elena Arbeláez Martínez, Gustavo Antonio Ramírez Galindo.

Board of Directors 2020

On January 31, 2020 at an Extraordinary Meeting of Shareholders, the new GEB Board members were elected. They are:

  • Andrés Escobar Arango, former Assistant Minister of Finance, elected as Chairman of the Board of Directors.
  • Juan Mauricio Ramírez Cortés, Secretary of Finance of Bogotá.
  • Rafael Pardo Rueda, former Minister of Defense.
  • María Mercedes Cuéllar López, former CEO of the Banking Association.
  • Luis Javier Castro Lachner, CEO of Mesoamérica and President Emeritus of the Business Alliance for Development (AED, for the Spanish original).
  • María Lorena Gutiérrez Botero, CEO of Corficolombiana.
  • Martha Yaneth Veleño Quintero, Executive Vice-President of the Chamber of Commerce of Bogotá.
  • Juan Mauricio Benavides Estévez, Director of the Interdisciplinary Center of Studies on Development (Cider, for the Spanish original) at Universidad de los Andes.
  • Ignacio Pombo Villar, CEO of Inversiones Assure S.A.
(102-19) (102-20) (102-26)
Senior Management

It is led by the President of Grupo Energía Bogotá, and its make-up and structure is defined by the Board of Directors. Senior Management reports to the Board of Directors on the Company’s economic, social and environmental management.

Senior Management
Parent Company

Grupo Energía Bogotá S.A. E.S.P. is comprised by a parent company organized into Strategic Business Groups and associated companies, which acts as strategic controller and establishes guidelines and policies on significant matters in order to ensure consistent leadership for our companies and unity of purpose and direction for the Group.

Matriz del negocio

We multiplied good Corporate Governance practices

  • In the DEV Talks organized by the Organization for Economic Co-operation and Development (OECD), in Paris, we shared the experience around the practices promoted by the GEB in matters of Corporate Governance from the Democratization Process of a number of shares held by the Capital District of Bogota.

  • Our GEB President participated in the 19th edition of the ForoMET: Women, Business and Technology, organized by MET Community in alliance with BBVA, where she was part of the panel Inclusion and Participation in Boards of Directors.

  • The Chairman of our Board of Directors in 2019, Rafael Herz Stenberg, participated as a speaker in the forum of the newspaper La República on Corporate Governance.

  • We participated in the executive Corporate Governance program in Madrid, Spain.

Awards for Corporate Governance

  • Being included in the Dow Jones Sustainability Index helped place us as a leader since 2012 in emerging markets within the “gas utilities” industry. In 2019, we were ranked within the top 6% in terms of performance from among all companies in the same industry that aspired to be included in the Dow Jones Sustainability Index.
  • In 2019, we were recognized as one of the top one hundred companies with best reputation in Colombia, in the ranking of the Corporate Reputation Monitor (MERCO, for the Spanish original).
  • In 2019 we were included in the Sustainability Yearbook published by the firm SAM (previously, RobecoSAM). This yearbook lists the companies with best performance in terms of sustainability, including the most outstanding companies in each industry in social, environmental and corporate governance matters.
(102 -16) (103-1) (103-2) (103-3)

Ethics, Transparency and Anti-corruption

Keys to creating value

High standards of ethical behavior are essential in the actions of all employees of Grupo Energía Bogotá (GEB) in order to create value and as a factor that builds trust among partners, suppliers, citizens and stakeholders.

(102-1) (102-16)

Why is it important?

The corporate values that guide Grupo Energía Bogotá's ethics culture are framed in:

  • Transparency. We manage our company in an objective, clear and verifiable manner.
  • Respect. We interact recognizing collective interests, individual diversity, sustainability of natural resources and institutions.
  • Integrity. We act with firmness, righteousness, honesty and consistency.
  • Equity. We act with justice, fairness and impartiality, seeking to cause positive and inclusive social impact.
(102-2) (102-3) (102-17)

How we manage it?

In order to perform detailed monitoring of the implementation of the corporate instruments for prevention, detection and investigation of situations associated with fraud and corruption, we have an Internal Control System that has been structured under the COSO (Committee of Sponsoring Organizations of the Treadway Commission) standard, and which is subject to annual independent assessment.

On the other hand, all the companies that belong to GEB must ensure compliance and preserve the integrity of the Internal Control system through the implementation of the Control architecture model based on Three Lines of Defense, according to the standard promoted by the European Confederation of Institutes of Internal Auditing (ECIIA), in which the responsibilities within the system are defined as follows:

Three Lines of Defense Model
Ethics and Compliance Program
Ethics and Compliance Program