Annual Report 2009 - Isagen

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