Annual Report 2009 - Isagen

ANNUAL REPORT 2009 / ISAGEN S.A. E.S.P.24In 2009, Board of Directors members wereprovided with timely access to relevant informationnecessary for decision-making,in accordance with the agenda contained ineach convening. At meetings, the Board ofDirectors made follow-up of the corporatemanagement, based on the informationsupplied by the Management. The above issufficiently documented in the minutes ofthe meetings.Likewise, new members received necessaryinformation regarding the Companyand their responsibilities as Board members.In May of 2009, concluded the Boardof Directors’ Updating Plan, dealing withthe Board’s operation, and which had startedin 2008.Inabilities and confidentialityof informationAccording to the definitions of the GoodGovernance Code regarding inabilities andconfidentiality of information (Number 5.2 –Board of Directors) whenever topics relatedto ISAGEN’s commercial strategy or othertopics that could give a competitive edge inthe market were debated at Board of Directorsmeetings, the Board of Directors membersrepresenting or belonging to competing companieswere restricted from participating anddeciding regarding such topics, and left themeeting temporarily. To this respect, the correspondingcertification was verified in theminutes whenever appropriate.Evaluation and remunerationThe results for 2009 of the self-assessmentof the Board of Directors’ members werepresented at meeting No. 190 of January of2010, together with the proposal for theImprovement Plan.Average results for each aspect evaluatedwere:Contribution and Commitment: 9.3Performance of the Board of Directorsand Committees: 8.9Knowledge of the Company: 8.9.According to the above, performance of theBoard of Directors remained very good inthe year 2009.Additionally, the following topics were consideredto have priority for 2010: (i) Advancein implementation and financing ofSogamoso Project; (ii) Structuring, financingand follow-up of generation projects; (iii)Internationalization, new business and investmentsoutside of Colombia; (iv) Financialindicators follow-up; (v) Market monitoring,tariffs, regulatory risk, and national as wellas international prospects of the electricsector; and (vi) Evolution of the sale processof the Nation’s stake in ISAGEN, and its impacton the Corporation.Board of Directors’ remuneration was madeas decided by the Shareholders Meeting.CommitteesBoard Committees acted according to regulationestablished regarding their composition,responsibilities and operation.In terms of their composition, the provisionsof the Good Governance Code and theBoard of Directors resolution, which regulatethem, were complied with. Additionally, themembers of these committees are Board ofDirectors’ members with the right formationand pertaining experience.As to their responsibilities and operation, asforeseen in the rulings, along 2009 theCommittees reviewed issues in more detailand made necessary recommendations tothe Board of Directors, in compliance withthe purpose of their creation.Board Affairs CommitteeAltogether, 7 meetings took place along theyear. The most relevant issues treated in themeetings were:Application of compensation policy.Self-evaluation of the Boardof Directors in 2008.CEO evaluation 2008.Updating of the Integrated Modelof Human Management.Contents Letter from the CEO Achievements2009Good GovernancePractices EvaluationCorporateManagementFinancial Management