We have high Corporate-Governance Standards with which we strengthen relationships with our Stakeholders, based on trust and transparency.
GRI (3-3) Celsia has Bylaws, Codes and Policies that establish the guidelines regarding the operation of the Management and Administrative Bodies, which define the way in which decisions are made, Shareholders’ rights, information disclosure so that it is timely, clear and sufficient, as well as action guidelines for those who are part of the Company, among other matters.
These Codes and Policies are published on our Website for the knowledge of all Stakeholders. They are periodically reviewed to advance best practices and be adapted to the Company’s realities and are permanently implemented by all employees, who are aligned with the importance of fulfilling their purpose.
GRI (3-3) We have different Corporate Documents that constitute the guidelines and directives in terms of Corporate Governance. They establish clear rules and provisions and are known to the members of the Board of Directors, Senior Management and, in general, all employees for their proper management and implementation.
GRI (2-9) The Shareholders’ Assembly is Celsia’s highest Corporate Body and is made up of all the holders of Company Shares. It meets at least once a year to learn the results and the most-relevant information, as well as to deliberate and decide on certain matters as established in the Bylaws. The foregoing is aimed at guaranteeing Celsia’s proper management, administration, sustainability and growth.
The Assembly is the space that Shareholders have to learn about the management of Directors and Administrators, make decisions and present their opinions and recommendations.
GRI (2-13) Celsia’s Bylaws (approved by the Shareholders’ Assembly) establish that the broadest mandate to manage the Company shall be delegated to the Directors and, therefore, this Corporate Body will have sufficient powers to order the execution or entering into of any act or contract included in the Corporate Purpose, as well as to adopt the necessary determinations in order for it to fulfill its purposes. Likewise, the Bylaws indicate that – among the duties that the Shareholders’ Assembly – has is to delegate to the Board of Directors, when it deems it appropriate and for specific cases, one or more of its duties that can be delegated in accordance with current laws, which includes authority assignments. for economic, environmental and social issues.
No instance of the government has shares of Celsia in a proportion greater than 5%.
There is no founding family that has shares in a proportion greater than 5%.
The Board of Directors
GRI (2-9) (2-11) Get to know the profiles of the members of our Board of Directors:
GRI (2-9) For the past four years, our Board of Directors has been made up of seven independent directors.
GRI (2-16) Among the most-relevant issues that Management presents to the Board of Directors for decision making are:
It should be noted that the Administration updates the Board of Directors on the issues that have been made known to it through the different channels they have to interact with Stakeholders. Through these channels, Directors find opportunities to improve, resolve concerns, and meet the expectations of Shareholders and Investors.
GRI (2-16) In 2022, the following topics – among others – were presented to the Board of Directors:
GRI (2-12) The Steering Committee and the Board of Directors know, discuss and approve the Company’s Strategy in relation to environmental and social issues, which the teams involved working on these issues present the objectives and goals, the progress and the Action Plans at the corresponding meetings, so that the Managers and Directors establish the guidelines and directives on which Celsia should focus to address these issues and prepare the documents that may arise. In addition, Management in 2022 made available to the Shareholders’ Assembly a report to the Shareholders’ Assembly on environmental, social and governance issues.
GRI (2-12) In order to identify and address our impacts on the economy, the environment and people, the Administration presents environmental, social and economic issues to the Support Committee (Sustainability and Corporate Governance Committee) and the Board of Directors for their knowledge, analysis, recommendations and decision making. Thus, the teams in charge of environmental, social and governance issues work permanently on the strategy, activities and action plan for the company, which are presented to the members of the Support Committee and the Board of Directors.
Election of the Members
GRI (2-10) Through the Electoral-Quotient System (unless the designation is unanimous), the General Shareholders’ Assembly carries out an individual election process for the members of the Board of Directors every year, in which the following items are taken into account:
GRI (2-19) (2-20) The General Shareholders’ Assembly is in charge of establishing the remuneration of this Governing Body. To do this, it takes into account its structure, obligations, responsibilities, as well as the personal and professional qualities of its members, their experience and the time they must dedicate to this activity. The Company has not established any type of variable compensation for the members of the Board of Directors. The people associated with Grupo Argos S.A. do not receive remuneration for their participation in the Board of Directors’ Committees.
GRI (2-17) At Celsia, we always seek to expand and strengthen the knowledge of the members that make up the Board of Directors and keep them updated with new trends, projections and relevant issues for the Organization; for example, new technologies, global trends in utility strategy, electric mobility, energy storage, markets and other important aspects. This facilitates decision making and ensures the effective, active participation of members during meetings.
GRI (2-18) Based on the Good Corporate-Governance Code (Numeral 7, Chapter III), the Board of Directors and its Committees are evaluated by an external and independent expert, during the period for which they were elected; in the year that they are not evaluated under this methodology, a self-assessment of their management is carried out. The 2021 Financial Year – through which the Board of Directors, as well as its Committees and the Celsia CEO – carried out a self-assessment on its operation and structure is still valid. The 2022 assessment will be carried out in the First Quarter and by April 2023, we will publish the results to all our Stakeholders.
Human and Administrative Management Leader
Corporate Affairs Leader
Transsmition and Distribution Leader
Regulatory Affairs Leader
Assistant to the CEO
GRI (2-13) Our Steering Committee is committed to Celsia through:
Executive-level roles that are directly related to economic, environmental and social issues are:
These roles, which are part of the Steering Committee, are also in charge of reporting to the Board of Directors on the Company’s environmental, social and economic issues.
Climate-Change Monitoring and Supervision
The Task Force on Climate-Related Financial Disclosures (TCFD) (Governance – a.) We are aware that climate change is humanity’s greatest current challenge, which is why it became a relevant topic of study for the Board of Directors and its Support Committees. Each instance monitors and supervises the defined objectives and goals related to climate change and the respective progress that has been achieved during the year, to analyze the impacts that it could have on the Company’s Strategy.
The Teams manage and present the progress of the Climate-Change Strategy to the Sustainability and Corporate-Governance Committee, giving a complete context of the Action Plan and how it is doing toward meeting each established goal and objective. Subsequently, the Chairman of this Committee is in charge of taking the information to the Board of Directors; that is, both the Board and the Support Committee actively participate in this issue, making comments, suggestions and recommendations, ensuring compliance with the strategy.
The Sustainability and Corporate-Governance Committee meets at least twice a year or when necessary. During 2022, there was a meeting in which the Committee Chairman presented the progress, Action Plans and challenges, in this matter, to the Board of Directors.
In these sessions, guidelines are established and strategic business decisions are made to leverage the fulfillment of climate change related goals.
Principal Results in 2022