05
Corporate Governance
GRI (102-5)
Colombia Telecomunicaciones S. A. ESP BIC was incorporated in Colombia as a trade stock company in 2003, and is subject to the legal regime defined in Law 1341/2009 and other applicable provisions.
In 2021, it adopted the status of Company of Collective Benefit and Interest (BIC, for the Spanish original), becoming the first telco to adopt the BIC company status.
Being a BIC company will promote the recognition of Colombia Telecomunicaciones as a company that simultaneously combines the economic advantages of a trade company with the possibility of contributing to the environment, the well-being of workers and the collective interest.
Shareholder Structure
Telefónica Hispanoamérica, S.A.
Number of shares: 2,301,779,819
%: 67.49937427
Colombian Government
– Ministry of Finance
and Public Credit
Number of shares: 1,108,269,271
%: 32.49984282
Otros
Radio Televisión Nacional de Colombia – RTVC
Number of shares: 10,000
%: 0.00029325
Shirley Puentes Mercado
Number of shares: 9,950
%: 0.00029178
Adriana Cepeda Rodríguez
Number of shares: 2,488
%: 0.00007296
Patricia Cepeda Rodríguez
Number of shares: 1,493
%: 0.00004378
Darío Cárdenas Navas
Number of shares: 885
%: 0.00002595
Eduardo Cárdenas Caballero
Number of shares: 826
%: 0.00002422
Jhon Jairo Gutiérrez Torres
Number of shares: 498
%: 0.00001460
Kira Torrente Albor
Number of shares: 349
%: 0.00001023
Canal Regional de Televisión Ltda. TEVEANDINA
Number of shares: 200
%: 0.00000586
Área Metropolitana de Bucaramanga
Number of shares: 2
%: 0.00000006
Instituto de Vivienda de Interés Social y Reforma Urbana del Municipio de Bucaramanga – INVISBU
Number of shares: 2
%: 0.00000006
Caja de Previsión Social Municipal de Bucaramanga
Number of shares: 2
%: 0.00000006
Cooperativa de Empleados de las Empresas Públicas de Bucaramanga Ltda.
Number of shares: 2
%: 0.00000006
Central de Inversiones S.A. -CISA-
Number of shares: 1
%: 0.00000003
Governance Structure
GRI (102-18, 102-22, 405-1)
General Shareholders’ Meeting
It is the organization’s highest governance body and is comprised by the shareholders holding a meeting subject to the rules on quorum established in the bylaws. It held its ordinary meeting in March 2021, during which the shareholders who were present were able to exercise their political rights of participating in deliberations and making the decisions of the highest corporate body.The General Shareholder’s Meeting approved the CEO’s management report and the financial statements for fiscal year 2020, among other decisions. An extraordinary meeting was held, which approved the implementation of certain recommendations of Código País to improve its good corporate governance practices, create more value, strengthen both institutional and management capabilities, and promote the transparency and effectiveness of management.
Shareholder Assistance and Communications
Pursuant to the provisions of the Good Corporate Governance Code, the Company published two newsletters for Shareholders during 2021 (on March 30 and September 30, 2021), communicating the main financial, operating and market results, as well as the adoption of the legal status of Company of Collective Benefit and Interest (BIC), as well as other matters such as the main initiatives for inclusive connectivity, the digital future and leadership of the Company.
Board of Directors
Board members (*)
Participation by gender
Age groups
The members of the Board of Directors are professionals of high moral and ethical qualities, with management and leadership skills that enable them to contribute to the Company thanks to their special knowledge of the information and communications technologies industry, of financial and risk aspects, of legal matters, of commercial topics and crisis management. The functions of the Board of Directors include making decisions on economic, environmental and social matters that are relevant for the Company’s performance.
Board of Directors Self-assessment
The Board of Directors carried out a self-assessment of its performance in 2021. The results were submitted directly to the Statutory Auditor, which is responsible for forwarding the general results and preparing the metrics that are to be presented to the Ordinary General Shareholders’ Meeting in March 2022.
Audit Committee
It is comprised by five independent Board members who are knowledgeable about accounting, finance and other matters.
To support the Board of Directors in performing its functions, the Audit Committee held six meetings during 2021, which focused on ensuring that the financial reports were prepared, presented and disclosed in accordance with law. The financial statements were submitted to the consideration of the Audit Committee before being presented to the Board of Directors and the General Shareholders’ Meeting. The Audit Committee also supervised compliance with the Internal Auditing Program.
Participation by gender
Age groups
Conflicts of Interest
GRI (102-25)
The Good Governance Code of Colombia Telecomunicaciones establishes that all its employees and members of the Board of Directors must refrain from participating in acts that may involve any conflicts of interest.
The members of the Board of Directors must declare any acts that may involve a conflict of interest, including those arising from their participation in other boards of directors or their cross shareholdings with suppliers or other stakeholders.
The Company’s employees must also declare any situation in which a personal interest, either direct or indirect, influences, may influence or apparently influences their professional decisions. They must also declare any conflicts of interest at two (2) moments:
(i) During the selection process, by filling out the form of acceptance of the Rules on Conflicts of Interest, and
(ii) At any other time at which a possible conflict may arise, through the declaration of conflicts of interest tool of Grupo Telefónica.
Conflicts of interest include situations derived from family relationships, participation in companies, either as shareholders or as members of their management and/or governance bodies, or any other cause that may be deemed to limit or condition the capacity to make objective decisions in performance of their duties.
Compliance and Anti-corruption
GRI (205-2)
One of the main features of the Company’s compliance program is the Top at the Tone, defined as senior management’s commitment to performing business in an ethical, transparent and responsible manner.
Telefónica Movistar Colombia is aware that it must establish procedures to raise the awareness of directors and managers on the importance of ethical and transparent behavior, in accordance with the organization’s rules, as well as on updating their knowledge on the main regulatory and external obligations related to ethics and integrity that apply to Grupo Telefónica.
During 2021, 100% of the members of the Board of Directors and Level I and II managers signed the Anti-corruption Certificate of Grupo Telefónica, in which they confirm their commitment to complying with the policies, practices and rules established in the Responsible Business Principles and the Anti-Corruption Policy.
The following training activities were carried out in the framework of implementation of the ISO 37001:2016 standard:
- Training of 100% of the members of the Board of Directors on the scope, objectives and roles and responsibilities in connection with the Anti-bribery Management System of Colombia Telecomunicaciones S.A. ESP BIC (SGAS, for the Spanish original).
- Training of the Management Committee on the scope, objectives, implementation and roles and responsibilities of senior management in the implementation of the SGAS.
- Jointly with the processes and certifications area, communications were issued to 100% of executive managers in connection with the Anti-Corruption Policy and the SGAS as a component of the Integrated Management System (IMS).
More detailed information on the Company’s Corporate Governance is provided in the annual Report on Compliance with Good Corporate Governance Practices and the Report on Implementation of the Best Corporate Practices of Código País, which are available
Legal management
The Company’s investments in other companies
The Company has direct investments in the share capital of Operaciones Tecnológicas y Comerciales S.A.S. – OPTECOM S.A.S., Comunicación Celular S.A – Comcel S.A. and Alamo Holdco S.L., as described below:
- The Company owns two thousand three hundred and thirty (2,330) ordinary shares, equivalent to 100% of the share capital of Optecom S.A.S., a Colombian company.
- Shareholder of Comcel S.A. Colombia Telecomunicaciones; it holds and owns three (3) shares of Comcel S.A., a Colombian company.
- The Company acquired an equity interest equivalent to 40% of the share capital of Alamo Holdco S.L., a Spanish company, which in turn holds and equity interest of 100% of the share capital of Onnet Fibra Colombia S.A.S., a Colombian company.
Transactions with Shareholders and Managers
The Company carried out transactions with Telefónica Hispanoamérica S.A. in the ordinary course of business. The respective contracts were entered into under market conditions. The Company did not carry out transactions with managers
Intellectual Property and Copyright Regulations
The Company complies with the intellectual property and copyright regulations for the various installed systems. It has no knowledge of violations or possible breaches of the laws, regulations or rules on intellectual property and copyright; the effects of which must be considered to be disclosed in the financial statements or as a basis in the recording of a contingent loss.
Free Circulation of Invoices
The free circulation of invoices was permitted. Pursuant to Article 87 of Law 1676/2013, the Company stated that it permits, without any limitation, the free circulation of its suppliers’ invoices.
Report on the Implementation of Best Corporate Practices – Código País
The Company filled out and submitted in a timely manner the report on the implementation of best corporate practices for 2021, which is published on the Company’s website.
Regulatory Compliance
GRI (417-3, 418-1, 419-1)
In 2021, the Company did not identify any:
- Non-compliance with regulations or codes related to advertising, promotion or sponsorship communications.
- Claims from users or authorities for violations of customer privacy or loss of personal data.
During 2021, the General Secretary Office has not processed any matters related to legal or regulatory non-compliance on social or economic matters.
Regarding environmental laws and regulations, please see the contents of item 307 – 1 on social and economic topics.