Annual Report 2009 - Isagen

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ANNUAL REPORT 2009 / ISAGEN S.A. E.S.P.20Missions adjustment to: CorporateIntegration Management Process,Generation Projects ManagementUnit, Secretary General’s OfficeTeam, Maintenance Team, AssetsManagement Team and ProjectDevelopment Team.Elimination of Project Execution Teamand creation instead of individual executionteams for each project.Creation of the Environmental Teamas part of the Generation ProjectsManagement Unit.2.2. CORPORATE SOCIALRESPONSIBILITYThe Company continued working to preserveand strengthen its practices contributingto sustainability of stakeholders.ISAGEN’s Corporate Social Responsibilityreport for 2009 shows in detail the actionscarried out by the Company to contribute toenvironmental protection, social development,its own economic growth, and that ofits stakeholders.2.3. CORPORATE ETHICSStanding out among the activities carried outin 2009 are the official launch of the EthicalLine, and the operation startup of the NonethicalSituations Attention Committee.Through the Ethical Line, the Non-ethicalSituations Attention Committee learnt of andanalyzed reports of non-ethical situations,processed them, and reported biannual resultsto the Audit Committee.Additionally, the Ethical Committee continuedits activities related to disclosure and promotionof Corporate Ethics as well as workplaceharassment.Another aspect to highlight, which evidencesthe work carried out by ISAGEN as regardsto ethics and transparency, was its classificationonce again as the Utilities Corporationwith the highest standards of Transparencyand Ethical Self-Regulation Policies in thesecond survey conducted by Transparenciapor Colombia. The Company obtained a ratingof 95 points over 100, among 19 participatingorganizations.2.4. SELECTION CRITERIAOF MAIN SUPPLIERSAND PROCUREMENT OFGOODS AND SERVICESThe evaluations conducted by OrganizationalAuditing and external control entities allowconclusion that selection of suppliers takesplace within objective criteria, in observationof the provisions of the Internal ProcurementRuling.Reports from Auditors describe some observationsof specific situations not constitutingmaterial find with the potential to affect eitherthe normal development of theCompany’s activities or the objectivity ofprocurement processes of goods and services.Such situations are mainly related tosupporting documents of the different contractualprocesses. Improvement plans tocorrect situations spotted out were found.Follow-up of large contractsIn August of 2009, the Board of Directors acceptedone recommendation by the AuditCommittee for this latter to be informed bythe Management of the Company’s largecontracts, before they are granted. The purposeof such initiative was to report to theAudit Committee the advancement of everycontract with an estimated cost equal to orabove 20,000 monthly statutory minimumwages with the exception of the energy andgas sale contracts.As of that date, every contract that adjustedto such standard has been referred to theAudit Committee.3. HANDLING OFCONFLICTS OF INTERESTAs previously mentioned, the definition anddisclosure procedure for conflicts of interestwere adjusted during the year 2009.Contents Letter from the CEO Achievements2009Good GovernancePractices EvaluationCorporateManagementFinancial Management
ANNUAL REPORT 2009 / ISAGEN S.A. E.S.P.21As to Board of Directors members, they didnot report existence of any conflict of interest.In the case of the associates, self-evaluationwas applied to them.Even though the associates expressed theway to handle conflicts of interest in casethey arise, and who to turn to within theCompany was clear to them, it became evidentthat they are not utilizing the “conflictsof interest” mailbox, the official mechanismprovided by the Company to such end,which makes it necessary to insist on thesepractices.Additionally, and as a result of internal andexternal audits to the Internal Control System,no situations were observed evidencing anyinfraction of the Good Governance practicesin the area of conflicts of interest.4. EQUITABLE TREATMENTOF SHAREHOLDERS4.1. SHAREHOLDERS’ RIGHTSReview of compliance with Good Governancepractices leads to the conclusion that therights of the Company’s Shareholders havebeen complied with and respected, andshareholders were provided with informationrequired for decision-making along theyear 2009.Convening to the Shareholders’ Meeting tobe held at Teatro Metropolitano de Medellinat 10:00 a.m. of March 24 of 2009, wasmade through a first announcement publishedin El Tiempo and El Colombiano journalson March 1 of 2009, and a reminder onMarch 15 of 2009.The Shareholders’ Meeting, on its sessionNo. 028 of March 24 of 2009 approved themanagement report submitted according toarticle 47 of Law 222 of 1995; the financialstatements, together with their notes and theDecember 31 of 2008 proposal for earningsdistribution; the report of compliance withthe Good Governance Code; the appointmentof the Statutory Auditor; the amendmentto the Bylaws; the issue and underwritingof bonds in the domestic and/or internationalmarkets; and the composition of theBoard of Directors for the April 2009 – March2011 term.4.2. RULES FOR DISTRIBUTIONOF EARNINGSIn the same way, the Shareholders’ Meetingof March 24 of 2009 approved the proposalfor earnings distribution. Such proposal wasmade according to the Shareholders’Agreement where the earnings distributionpolicy is established.Authorization meant distribution of dividendsin cash worth $149,126,770,081, or $54.70per share, payable in two equal installments,the first on April 30 of 2009 and the secondon October 30 of 2009.Organizational Audit Unit verified compliancewith the Meeting’s decision as regardsto earnings distribution.4.3. SPECIALIZED AUDITSIn 2009, no requests for specialized auditingwere submitted by the shareholders orinvestors.4.4. ATTENTION TOSHAREHOLDERSFor attention to the shareholders’ requests,(information, petitions, complaints or claims),the Company has the following contactchannels: electronic mail box, office for personalizedattention to the shareholder, andcall center.Requests outstanding at closing of 2008 weresettled along 2009, with additional 63,260 requestssubmitted during the year by theshareholders to the Company (5.3% down on2008), and broken down as follows:Contents Letter from the CEO Achievements2009Good GovernancePractices EvaluationCorporateManagementFinancial Management
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Annual Report 2009 - Isagen

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