Corporate Governance
The governance structure of Promigas safeguards the transparency and well-being of its investors and stakeholders through defined decision-making mechanisms supported by the corresponding support committees.
Our corporate governance oversees the compliance and efficiency of our actions and relations, based on our sustainability and strategic approach, based on which our Board of Directors reviews and interacts with each strategy: Business Strategy, Innovation Strategy and Climate Strategy, which enables effective decision-making that creates value for all our stakeholders.
The General Meeting of Shareholders elects the Company’s Board of Directors for two-year periods. Our Board is comprised by five principal members and five alternates, six of whom are independent members.
The Board of Directors has three support committees on specialized topics:
Audit, Risk and Good Governance Committee; Investment, Strategy and Sustainability Committee, and Compensation and Development Committee. The CEO is responsible for the Organization’s management with the support of five vice-presidents:
The commitment of our Board of Directors to improving the performance of our Transportation and Distribution businesses, of our social contributions and of the professional growth of our employees has enabled us to fully achieve each of our objectives.
During the year, the established corporate governance plan was fulfilled as follows:
Full completion of the work agenda established for the Board of Directors of Promigas
We amended the corporate bylaws and the Good Governance Code to adopt best practices.
The General Meeting of Shareholders approved a policy on transactions with related parties that established the procedure to be followed in such events.
We began the evaluation process of the Board of Directors of Promigas and of its affiliates, with the external advisor Governance Consultants.
We began to structure the guidelines for corporate governance and institutional relations by exchanging information with the affiliates, with our advisor Deloitte.
We structured the remuneration policy for members of the Board of Directors, with the firm Michael Page.
We are currently working with the IT Department on the development of software to enable the directors and the Company’s senior management to improve the traceability and transparency of the information included in the meeting minutes and in the operation of this governance body.
The following achievements related to corporate governance were identified, aimed at maintaining and updating the good corporate governance practices, both at Promigas and its affiliates, and the performance of activities focused on institutional relations and assessments:
Principal Members of the Board of Directors
María Lorena Gutiérrez Botero ChairwomanPrincipal, Shareholder MemberInvestment, Strategy and Sustainability CommitteeShe has worked as advisor and consultant for different companies, and has been a board member of international organizations and universities, such as the European Foundation for Management Development, Durham University, Tulane University, Universidad de los Andes, Sumaq Alliance, Latin American Council of Schools of Management, Business Association for Latin American Studies and Corporación Calidad de Colombia.
100 % Attendance
3 years Seniority
Carlos Caballero
Principal, Shareholder Member
Investment, Strategy and Sustainability Committee
Compensation and Development Committee
Experience in the energy industry; knowledge of the securities and currency markets; technical knowledge of the energy sector; senior executive/board member at other companies; administrative and risk management skills; knowledgeable of regulatory and legal matters; strategic planning and innovation management skills; focus on social, economic and environmental sustainability aspects, experience in public administration and governance.
100 % Attendance
10 years SeniorityAlternate Members of the Board of Directors
Carlos Arcesio Paz
Alternate, Shareholder Member
Extensive education in finance, accounting and administration; senior executive/board member at other companies; administrative and risk management skills; strategic planning and innovation management skills; focus on social, economic and environmental sustainability.
95 % Attendance
20 years SeniorityGustavo RamírezAlternate, Shareholder Member Extensive education in finance, accounting and administration; technical knowledge of the energy sector; senior executive/board member at other companies; administrative and risk management skills, strategic planning and innovation management skills.
100 % Attendance
12 years SeniorityLuís Ernesto MejíaPrincipal, Independent Member
Investment, Strategy and Sustainability CommitteeExperience in the energy sector; extensive education in finance, accounting and administration; senior executive/board member at other companies; administrative and risk management skills; knowledgeable of regulatory and legal aspects; strategic planning and innovation management skills; focus on social, economic and environmental sustainability; experience in public administration and governance.
100 % Attendance
8 years SeniorityClaudia Betancourt Principal Member, IndependentInvestment, Strategy and Sustainability Committee/Compensation and Development Committee/Audit CommitteeExtensive education in finance, accounting and administration; knowledgeable of the securities and currency markets; senior executive/board member at other companies; administrative and risk management skills; strategic planning and innovation management skills.
100 % Attendance
15 years SeniorityMaría Virgina Torres de CristanchoPrincipal Member, Independent32 years of experience focused on public administration service in Colombia, during which she has held leadership positions in funds management, asset management, human talent policy and legal management at entities at the national and municipal level.
90 % Attendance
1 year SeniorityCamilo ErazoAlternate, Independent Member
Electrical engineer with minor in business administration; electronic engineer; Executive MBA; broad knowledge of regulations of the electricity and natural gas sector in Colombia; experience in regulatory analysis and development; analysis and development of information systems; execution of oversight and control actions over public utility companies.
90 % Attendance
1 years SeniorityCamilo de FranciscoAlternate, Independent MemberExtensive education in finance, accounting and administration; knowledgeable of the securities and currency markets; senior executive/board member at other companies; administrative and risk management skills; knowledgeable of regulatory and legal aspects; strategic planning and innovation management skills; focus on social, economic and environmental sustainability.
100 % Attendance
9 years Seniority
Guillermo Fonseca
Alternate, Independent Member
Management-level executive with over 25 years of experience in leading roles and general management, at the local and international level, in the hydrocarbons and energy sectors.
95 % Attendance
1 year Seniority
