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Governance Structure

(GRI 102 -18)

At its ordinary session on March 27, 2014, the General Shareholders’ Meeting approved the Corporate Governance Code, through which it acquired the commitment to all its stakeholders to meet the highest corporate governance standards. The code incorporates: the OECD Principles of Corporate Governance, the Principles of the Global Compact, Transparency International’s Business Principles for Countering Bribery, and the standard principles of the Código País survey.
See Corporate Governance Code

Shareholder service

Communication channels
with shareholders

In compliance with sections 2.5 and 5.2 of the Corporate Governance Code, we established dialog with the shareholders and published two six-month editions of the shareholder newsletter. These channels reported the main financial results at September 30, 2020, and the operating and market results at June 30, 2020. Additionally, other matters were disclosed, such as the repayment of the Senior Bond 2012 and Hybrid Bond 2015; the result of the Senior Bond 2020 issuance; the completion of the integration process with Metrotel and Telebucaramanga as of the merger completed in May 2020; the progress in the Responsible Business Plan 2019-2021; the Company’s different actions to protect employees’ health during the months of the health emergency caused by the COVID-19 pandemic; and the sales plans launched by the Company with the first offer of a truly unlimited cellphone service on the Colombian market.

Equal treatment

At the Company’s four General Shareholders’ Meetings held during 2020, the attending shareholders were able to exercise their political right to participate in the deliberations and decision-making of the highest corporate body. The Shareholders’ Meetings were held in strict compliance with the Company By-laws, the Corporate Governance Code and the Law.

Board members

  • Seat Name
  • 1 Alfonso Gómez Palacio
  • 2 Fabián Andrés Ramírez Hernández
  • 3 Luis Ángel Prendes Arroyo
  • 4 Diego Colchero Paetz
  • 5 Martha Elena Ruiz Díaz-Granados
  • 6 Pedro Alberto Ramón y Cajal Agüeras
  • 7 Francisco Javier Azqueta Sánchez-Arjona
  • 8 Javier Alexander Gutiérrez Rueda
  • 9 Luis Guillermo Echeverri Vélez
  • 10 Julio Andrés Torres García

The board members's profiles are posted on the website www.telefonica.co/junta-directiva.

Board of Directors self-assessment

In compliance with the Corporate Governance Code, the Company’s Board of Directors conducted its self-assessment for the period from January 1 to December 31, 2020. The self-assessments were directly received by the Statutory Auditor, who was responsible for sending the general results and conducting an analysis of them. The Board’s self-assessment will be submitted and presented at the Ordinary General Shareholders’ Meeting, which will be held in March 2021, in the report on compliance with corporate governance practices.

Participation by gender

• Male

• Female

Age groups

• Between
30 and 50

• Older than
50 years

Audit Committee

The Audit Committee met six times during 2020. The committee ensured that the preparation, submission and disclosure of financial information was in accordance with the Law. The financial statements were submitted for the consideration of the Audit Committee before being presented to the Board of Directors and General Shareholders’ Meeting. It also supervised compliance with the Internal Auditing Program.

Members of the Audit Committee

  • Name
  • Alfonso Gómez Palacio
  • Pedro Alberto Ramón y Cajal Agüeras
  • Francisco Javier Azqueta Sánchez-Arjona
  • Javier Alexander Gutiérrez Rueda
  • Julio Andrés Torres García

Participation by gender

• Male

• Female

Age groups

• Between
30 and 50

• Older than
50 years

Conflicts of interest

(GRI 102-25)

In development of the Responsible Business Principles (Code of Ethics) and the Anti-Corruption Policy, Telefónica Movistar clearly communicates to all stakeholders the principles that guide its actions with the aim to be a company that customers, employees, suppliers, shareholders and society in general can trust. Therefore, it seeks to build transparent and long-lasting relationships.

The Company’s management bodies share a commitment to integrity at all levels of the organization. In turn, the executives are obliged to be directly involved in the promotion of all behaviors that reflect an advanced culture of compliance, establishing a benchmark from the position that they fill, and incorporating this aspiration into the organizational processes. The aim is to achieve the highest commitment at all levels of the Company.

Therefore, it has a procedure for the management of possible conflicts of interest, established in the Internal Rules for Conflicts of Interest. The Company has a specific IT tool for the management of reported conflicts of interest, which enables access, control and structured monitoring of them through an automatic work flow. It also has adequate policies and procedures; training, communication and awareness-raising plans; monitoring in the integrity risk matrix; and a system of penalties according to the Group’s policies and pursuant to Colombian labor legislation, which ensure transparency in the Company’s processes.

Additionally, the Company has a policy regarding the participation of the Telefónica Group’s executives and managers in management bodies/boards of external

companies, which establishes the guidelines to follow for their participation in them.

In accordance with the corporate governance regulations, when Board members have a conflict of interest, they shall act pursuant to the principles of independence, abstention and confidentiality, and they must report any conflict of interest that they could have with the Company’s interests. Additionally, the Corporate Governance Code establishes that, pursuant to law, managers must abstain from participating, themselves or through a representative, in their own interest or in the interest of third parties, in actions in which there is a conflict of interest.