Each year, ISA’s CEO calls the General Shareholders’ Meeting to study the Group’s situation, elect the members of the Board of Directors, analyze the accounts and financial statements of the previous fiscal year, arrange the distribution of profits, and agree on provisions aimed at ensuring compliance with the business purpose and common interest of shareholders.
It ensures that the General Shareholders’ Meeting accomplishes its objectives, and makes debate and decision-making easier, within a framework of respect and participation. The Board of Directors has legally and statutorily adopted the Functioning Regulations of the General Shareholders’ Meeting.
Find here the documents that are useful for you as shareholder attending the Meeting. Also, find here a special selection of the minutes and historical decisions from previous Meetings.
Remuneration Policy for the Board of Directors:
It describes the criteria to be taken into account for proper remuneration to the members of the Board of Directors.
Board of Directors Succession Policy:
It proposes the principles to nominate the best candidates to join the Board, ensuring its effective operation and contribution to the achievement of organizational objectives.
External Auditor Corporate Policy:
It defines all the guidelines for selecting, appointing, disqualifying and changing the External Auditor in ISA and our companies
The president in charge of INTERCONEXIÓN ELÉCTRICA S.A. E.S.P. calls the ORDINARY GENERAL SHAREHOLDERS MEETING to be held on Friday, March 25, 2022 at 9:00 a.m. in Plaza Mayor, Exhibition Center, Green Pavilion, located at Calle 41 # 55-80, in Medellín, Colombia.
The ORDINARY GENERAL SHAREHOLDERS’ MEETING will consider the following agenda:
Approval of the agenda:
Right of inspection:
For shareholders interested in exercising the right of inspection, it is reported that the documents required by Law will be available as of March 3, 2022, at ISA’s main headquarters in Medellín, Antioquia, located at Calle 12 Sur 18 -168 and by appointment requested via email accionesisa@isa-as-prod-sitioweb002.azurewebsites.netm.co. Taking into account the current situation, the right of inspection will be carried out with all the biosafety protocols recommended by the National Government.
Shareholders who cannot attend the Meeting are requested to timely designate their representative by duly granted power of attorney, taking into account that no power of attorney may be conferred on company administrators or employees. On the corporate website www.isa-as-prod-sitioweb002.azurewebsites.net, the requirements for powers of attorney, unauthorized practices and different models of powers are published for shareholder consultation.
The meeting will be broadcast live through the corporate website ww.isa-as-prod-sitioweb002.azurewebsites.net. On the day of the Assembly, the registration of shareholders will be attended from 7:00 a.m. Shareholders are requested to be especially punctual.
Biosecurity measures:
All the biosafety protocols recommended by the National Government will be maintained and will be mandatory for the development of the Assembly. The following measures are highlighted:
People must have the vaccination scheme in compliance with the provisions of Decree 1615 of 2021, this document may be presented physically, in photo, or digitally by taking it from the Mi Vaccina website (sispro.gov.co).
Symptomatic people, regardless of their vaccination status, must remain in preventive isolation for 7 days. People without vaccination or with an incomplete scheme, asymptomatic and who have had close contact with someone infected must also remain in preventive isolation for 7 days. In either case they must refrain from attending the Assembly.
It is recommended for this type of event to use a surgical mask or N95.
JUAN EMILIO POSADA
CEO
As of March 2022, information on the topics of the Shareholders’ Meeting and the management proposals that will be presented for consideration will be available.
In order to reinforce and guarantee the right of inspection and information of shareholders before the Ordinary General Shareholders’ Meeting, shareholders, regardless of the size of their shareholding, have the right to propose the introduction of one or more items to be discussed in the agenda of the General Shareholders’ Meeting, within five (5) calendar days following the publication of the convening announcement, and provided that the request of the new items includes a justification.
If the request is dismissed by the Board of Directors, the Board must respond in writing to those requests supported, at least by a percentage of shares of five percent (5%) of the share capital, explaining the reasons for its decision and informing the shareholders of their right to raise their proposals during the Ordinary General Shareholders’ Meeting.
In the event that the Board of Directors accepts the request, as the time for shareholders to propose items has elapsed, an addendum of the General Shareholders’ Meeting convening announcement will be published, at least fifteen (15) calendars days before the meeting.
In the same period of five (5) calendar days following the publication of the convening announcement, shareholders may present in a solid basis new Agreement Proposals on issues already included in the Agenda, and the Board of Directors will act accordingly.
On this basis, for the proposals related to the election of the Board of Directors, the following documents must be attached during the aforementioned period:
(i) written communication accepting to be included in the list of candidates for the Board, and
(ii) written communication of each candidate expressing compliance with the independence requirements provided in the second paragraph of Article 44 of Law 964 of 2005, when proposed as such.
Shareholders have the right to request, at least five (5) business days prior to the General Shareholders’ Meeting, information or clarifications deemed necessary through the traditional channels, and/or when it applies, regarding new technologies, or to formulate written questions deemed necessary with respect to matters included in the agenda of the General Shareholders’ Meeting.
Information will be rejected if it results unreasonable, irrelevant, confidential, or when its disclosure puts at risk the competitiveness of ISA and our Group. Likewise, when the response provided to a shareholder generates an advantage position against others, the ISA will guarantee access to such response to the other shareholders.
At ISA’s headquarters in Medellin, via online to our shareholders when they request it, regarding the provisions of Circular 100 – 000002 of the Superintendence of Corporations, an office called “Shareholder Service Office” will be available. It will be supported by the Chief Legal Office and the Chief Corporate Finance Office, with the purpose of making available to shareholders the documents to exercise their right to inspection within fifteen (15) business days prior to the Meeting, such as: financial statements, management report, minutes of the previous meeting, and minutes of meetings of the Board of Directors.
Please review the information we have provided for the granting of proxies.
The proxy or representative of a shareholder cannot split the vote of his represented person, which means that he/she is not allowed to vote with one or more represented shares, in a certain way or by certain people, and with one or other shares in different sense or by other people. This individuality of voting does not oppose that the representative of several shareholders may vote in each case, following in a separate way the instructions given to him/her by each person or each group represented.
The proxy may be submitted through electronic, optical, or similar means, provided that the requirements established in Law 527 of 1999 and the rules that add, modify, or replace it are fulfilled.
Proxies may not be granted to the Company’s administrators or employees.
Consult here the requirements for proxies, non-authorized practices and different proxy models for representation in the Meeting.
Special consideration will be given to the following regulations: Article 184 and 185 of the Code of Commerce, ISA’s Bylaws and the External Circular 24 of 2010 (Basic Legal Circular 028 of 2014 – Part III, Title I, Chapter VI).
The software to be used by FIDUCOLOMBIA will include a database of all shareholders, as well as the list of all ISA’s employees and contractors, with the purpose to automatically reject, from the registry, the proxies granted to ISA’s employees or contractors.
The shareholders toll-free line 018000115000 of ISA is enabled to address any doubt of shareholders.
Consult here the communication sent by the Chairman of ISA’s Board of Directors to the Superintendence delegated for Issuers, Investment Portfolio and other agents, where actions to comply with the External Circular 24 of 2010 (Basic Legal Circular 028 of 2014 – Part III, Title I, Chapter VI)* are taken.
We reserve the right to verify the identification of shareholders.
We are not liable if the gift is not delivered due to force majeure or fortuitous event.
Learn about our financial actions, including other activities that guarantee a transparent and innovative development of our business units.
ISA is committed to transparency and ethics. ISA now has a specialized toll-free line to address your questions or complaints and find an effective solution. Learn more about our Ethics Line
