Annual Report 2009 - Isagen

ANNUAL REPORT 2009 / ISAGEN S.A. E.S.P.19EVALUATION 20091. IDENTIFICATIONOF THE CORPORATION2. FRAME OF ACTION3. HANDLING OFCONFLICTS OF INTEREST4. EQUITABLE TREATMENTOF SHAREHOLDERS5. THE CORPORATIONAND ITS GOVERNMENT6. CONTROL MECHANISMS7. DISCLOSURE OFINFORMATIONCONCLUSION1. IDENTIFICATION OF THE CORPORATION1.1. NATURE AND CORPORATE PURPOSEIn its Meeting No. 178 of January 29 of 2009, the Board of Directors approvedpresentation to the Shareholders’ Meeting of a proposal to reform the Bylaws,based on the legal need to widen the Company’s corporate purpose, to expresslyand specifically include mining exploration and exploitation, only in the normalcourse of activities required to develop and operate generation projects.Accordingly, the Shareholders’ Meeting of March 24 of 2009 decided to amendthe Bylaws by adding to the Corporate Purpose paragraph of Article 5, a numberwith the following wording: “Carry out mining exploration and exploitationactivities (mines and quarries) necessary for development and execution ofgeneration projects”.1.2. APPLICABLE REGULATIONAccording to the audits conducted along the year 2009, the Company carriedout its acts and contracts in accordance with applicable regulation.2. FRAME OF ACTION2.1. MANAGEMENT MODELAlong 2009, the most important changes to the Management Model were:Philosophy: Corporate Social Responsibility became explicit as a Companynotion and some adjustments were made with respect to principles.Corporate Foundations: Adjustments were made to the definitions of values,to make them more comprehensible and adequate to corporate declarations.Work Organization: As a result of the planning processes developed in theyears 2008 and 2009, the need became evident to adjust ISAGEN’s work organizationin order to make it fit the corporation’s reality. The most importantchanges include:Contents Letter from the CEO Achievements2009Good GovernancePractices EvaluationCorporateManagementFinancial Management