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Corporate governance

Shareholders’ Assembly

The General Shareholders’ Assembly is the maximum corporate body that consists of the shareholders listed in the Share Ledger or their representatives. Each shareholder will have as many votes as it has shares, without any restriction whatsoever.

A General Shareholders’ Assembly shall be held every year in an ordinary session to examine the situation of the corporation, to appoint managers and other officers of its choice, to determine the economic guidelines of the Corporation, to consider the accounts and balance sheet of the last period, to arrange the distribution of profits, and to agree on the decisions made to ensure compliance with the Corporate Purpose.

Shareholders may be called to special meetings any time when deemed convenient by the Board of Directors, the CEO or the Fiscal Auditor, or a number of shareholders representing no less than one-fourth of the subscribed shares.

2020 ORDINARY MEETING

The Conconcreto S. A. Ordinary Shareholders’ Assembly was held on May 26, 2020, at 9:00 AM , under the mechanism of a virtual meeting. The principal issues presented and/or approved during the meeting were the following.

Proposal	Decision	Document
Board of Directors’ and Presidency Sustainability Management Report 2019	Approved	See 2019 Management Report
Informe de Gobierno Corporativo	Approved	See Corporate Governance report
General purpose financial statements, separated and consolidated, their annexes and other documentation legally required, as of December 31st 2019.	Approved	See Separate and Consolidated Financial Statements
Board of Director Designation to Complete the Period	Approved	See Separate and Consolidated Financial Statements
Board of Director Designation to Complete the Period	Approved	See Board of Director
Establishment of the Fiscal Auditor’s Remuneration	Approved
Proposals from the Shareholders – Express support for the Company’s management and its employees in the face of the statements made by the Mayor of the city of Medellín for the management carried out by the company in Hidroituango.	Not approved
Proposals from the Shareholders – Increase the Share Repurchase Reserve by COP 10,000,000,000, going from COP 50,000,000,000 to COP 60,000,000,000.	Not approved

Board of directors

The Board of Directors shall be made up of ten (10) members, who shall be elected for periods of two (2) years, applying the electoral quotient. The persons elected may be replaced in partial elections, in which case, his or her period shall be that remaining to complete the two (2) years of the previous member. There are no alternate members in the Board of Directors.

Board members shall be elected, considering the criteria of professional competence, suitability and recognized moral solvency and, in all cases, a minimum of thirty percent (30%) of the members shall be Independent Members.

In the Board of Directors, the broadest mandate is understood as being delegated to administer the Company; consequently, it shall have sufficient attributes to order that any act or contract shall be executed or entered into that is within the Corporate Purpose and the competency of which is not attributed by the Bylaws or by Law to the General Shareholders’ Assembly.

The remuneration of the Board members shall be established by the General Shareholders’ Assembly, considering objective criteria of a business nature. This retribution shall be transparent, and with this purpose, the amount shall be made known, in the annual information that is given to the Company’s Shareholders.

Members of the Board of Directors

Board committees

The Company has three (3) permanent committees that deal with specific issues:

Audit Committee

The main task is to assist the Board in its oversight of the Internal Control System, by assessing the accounting procedures, the relationship with the Fiscal Auditor and, in general, the review of the Company’s control environment, including the auditing of the risk–management system implemented by the Company. The Committee orders and supervises that the procedures of the Internal Control System conform to the needs, objectives, goals and strategies determined by the Company and that these procedures are framed within the objectives of internal control, such as efficiency and effectiveness in operations, adequacy and reliability in the financial information.

Committee members

Corporate Governance Committee

The main task is to assist the Board of Directors in functions to propose and supervise the Corporate-Governance measures adopted by the Company, as well as monitor compliance of the Corporate-Governance regulations, periodically reviewing their compliance, recommendations and principles.

Committee members

Appointment and retribution committe

The main task is to assist the Board of Directors in exercising its functions of a decisive or advisory nature associated with the appointment and remuneration of the members of the Board of Directors and Senior Management.

Committee members

Management team

The Download Center

At Constructora Conconcreto, we are committed to contributing to the construction of a better country through honest, transparent actions that identify all members of the Organization. For this, we have gathered some precepts, the purpose of which is to establish a guide and framework for action.

Below, you will find downloadable versions of the principal documents that govern our actions as an Organization:

Corporate

Corporate Governance Report

Corporate Bylaws

Corporate Governance Report

Country Code Survey

Manuales y reglamentos

Ethics Line

Ethics Line: 018000-522790

What should be reported?

– All improper acts included in the Code of Ethics
– Improper conduct or behavior related to Shareholders
– Disclosure of confidential and privileged information by employees
– Suspicious activities of money laundering, drug trafficking or any illegal act
– Incorrect behavior or actions from managers on issues related to an employee’s performance
– Omissions or absence of controls in processes or procedures

It is an anonymous service to communicate any irregular event that can affect the interests of the Organization, any of its members or the community in general.

This line works outside the Organization and is attended by independent personnel
People calling can remain anonymous if they want and their identity will not be revealed in any case without their consent.
A code is assigned to every call, which will be supplied to the person calling in case the caller wants to add additional information or if information about the information needs to be asked.

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Corporate governance

Shareholders’ Assembly

2020 ORDINARY MEETING

Board of directors

Members of the Board of Directors