Annual Report 2009 - Isagen

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ANNUAL REPORT 2009 / ISAGEN S.A. E.S.P.22TypeNumberClaim 30Information 29.782Petition 17.536Complaint 195Other (1) 15.717TOTAL 63.260Note (1) Corresponds to congratulations, thanks, misdirectedcalls, suggestions, and nanswered calls to shareholders.As of December 31 of 2009, only 79 casesof information requests were pending fromthe previous month.With respect to closing of 2008, the attentionlevel on the number of requests submitted in2009 showed 0.12% improvement goingfrom 99.76% in 2008 to 99.88% in 2009).The Audit Committee made biannual followupto attention given to petitions, complaints,and claims submitted by shareholders.Balances in shareholders’ favor:As a result of the process of transfer ofISAGEN shares in 2007, the post-sale processled to an execution of guarantees,meaning that when loans to purchase shareswere in default, corresponding guaranteeswere executed, with only the shares actuallypaid for keeping a firm standing, and the remainingbalances returned to the shareholders.Initially, such balances corresponded to2,654 application forms worth $1,979 mil-lion. As of this date, 214 shareholder applicationforms remain (8% of initial percentage)with balances in their favor worth $155million, which the Trustee is currently in theprocess of returning to the shareholders.4.5. DUTIES OF THESHAREHOLDERSAccording to the provisions of the GoodGovernance Code, the shareholders havethe duty of loyalty to the Company, and mustrefrain from participating in acts or behaviorswith respect to which there is a conflict of interest,as defined in Article Sixteen of theBylaws - Duties of the Shareholders.As of the preparation date of this report, therewas no known fact related to default on dutiesby the shareholders.4.6. OPERATIONS WITHAFFILIATES ORRELATED PARTIESThe Shareholders’ Agreement and the GoodGovernance Code established that ISAGENconducts operations with Affiliates on thebasis of the following criteriaFocusing on objective criteria.Under market conditions.Under the terms and conditions and atthe cost that ISAGEN usually agrees withnon-related third parties.Operations usually carried out with Affiliatesand Related Parties are:Purchase and sale of energy sources(energy and gas) and Secondary marketof Reliability Charge.Purchase of goods and services.Each semester, the CEO submitted to theAudit Committee the evaluation report on operationswith Affiliates and Related Parties.The Audit Committee concluded that operationscarried out along 2009 with Affiliatesand Related Parties were conducted underthe criteria defined in the Shareholders’Agreement and the Good Governance Code.4.7. DISPUTE RESOLUTIONAlong 2009, no evidence arose of the existenceof conflict in the development of theassociation agreement, between theCorporation and the shareholders, or amongshareholders.4.8. COMPLIANCE WITH THEGOOD GOVERNANCE CODEAlong 2009, no communications were submittedby shareholders reporting any type ofviolation of the rules contained in theCorporate Good Governance Code.Contents Letter from the CEO Achievements2009Good GovernancePractices EvaluationCorporateManagementFinancial Management
ANNUAL REPORT 2009 / ISAGEN S.A. E.S.P.234.9. CRITERIA APPLICABLETO TRADING OF SHARESAs previously mentioned, on October 28 of2009, the Board of Directors adjusted thecriteria for trading of ISAGEN shares andother securities by the associates and themembers of the Board of Directors, addressedin Resolution 102 of 2008, thesource of issuance of Resolution 112 of2009, the internal regulation now rulingthe matter.Compliance with the provisions of bothresolutions was examined in the GoodGovernance practices biannual evaluation,with the results being submitted to the AuditCommittee.In the Shareholders’ Meeting of March 24 of2009, the Company’s associates did notrepresent shares other than their own, withthe exception of some cases of legal representationas provided for in article 185 of theCode of Commerce.No case of repurchase of shares took placealong 2009.5. THE CORPORATIONAND ITS GOVERNMENT5.1. SHAREHOLDERS’ MEETINGAlong 2009, only the Regular Shareholders’Meeting was held, according to the provisionsof the Bylaws regarding convening,quorum, vote, minutes, and documents.The Regular Shareholders’ Meeting tookplace on March 24 of 2009, with representationof 78.24% of ISAGEN’s shares outstandingand paid for and therefore therewas a quorum to start deliberation anddecision-making.Information regarding the Shareholders’Meeting was made available to theShareholders with a minimum advance of 15business days, on the Web page, and at theShareholders Attention Office.5.2. BOARD OF DIRECTORSISAGEN’s current Board of Directors was appointedat the Shareholders’ Meeting ofMarch 24 of 2009. This directive body is madeup of seven principal members with their alternates,five of whom (principal and alternate)are independent. The term establishedby the Bylaws is two years, running betweenApril of 2009 and March of 2011. No ISAGENexecutive is part of the Board of Directors.Meetings, quorum, attendanceand informationDuring 2009, the Board of Directors metmonthly. Convening to meetings, supply ofinformation to the Members and, in general,operation of meetings, took place in accordancewith the provisions of the Bylawsand the Good Governance Code.Attendance of the Board of Directors membersto the meetings was 84.5%, taking intoaccount principal and alternate members,and 86.9,% if only attendance by principalmembers is considered.Contents Letter from the CEO Achievements2009Good GovernancePractices EvaluationCorporateManagementFinancial Management
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Annual Report 2009 - Isagen

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