Latin American Capital Markets

The company is publiclyrecognized as a nationalleader and among theglobal leaders incorporate governance.The company's boardis composed of amajority of independentdirectors.Copyright © by the Inter-American Development Bank. All rights reserved.For more information visit our website: www.iadb.org/pub460 MIKELUBRANOAppendix Table 14-1 | Corporate Governance Progression for Listed BusinessesAttributeLevel I. Acceptable corporategovernance practicesLevel 2. Extra steps to ensuregood corporate governanceLevel 3. Major contributionto improving corporate Level 4.governance nationally LeadershipA.Commitment The basic formalities of corporate govertocorporate nance are in place,governance The company has a well-articulated set ofpolicies or a code of corporate governanceaddressing, at a minimum, therights and treatment of shareholders,the role of the board of directors, andtransparency and disclosure.The company has a designated officerresponsible for ensuring compliancewith the corporate governance policiesand/or code of the company and forperiodic review of such code andpolicies.The company periodically discloses toshareholders its corporate governancepolicies/code and the extent to whichits practices conform to voluntarycodes of best practice in the country.The company meets all applicablerecommendations of the voluntarycode of best practices ofthe country. The board has agovernance committee.B.Structure andfunctioning of theboard of directorsThe board of directors meets regularlyand deliberates independently ofthe executive management of thecompany.Board members are provided withadequate information and sufficienttime for analysis and deliberation toexercise their duties of oversight anddevelopment of company directionand strategy.The board includes directors who are notexecutives of the company or its affiliatesand not members of the controllingshareholder group.The board includes two or more directorsindependent of management andcontrolling shareholders.The board has an audit committee witha majority of independent directorsthat recommends the selection ofexternal auditors to the shareholdermeetings, reviews and approves thereports of the external and internalauditors, and is responsible foroverseeing implementation of auditor recommendations.Board composition (competencies/skillmix) is adequate to oversight duties.Annual evaluation is conducted.The board has an audit committeecomposed entirely of independentdirectors.A committee of the board composedentirely of independentdirectors is required to approveall material transactions with affiliatesof the controllers, directors,or management Other specializedcommittees of the boardexist to address special technicaltopics or potential conflicts ofinterest (nominating, compensation,and risk management).