GOOD CORPORATE GOVERNANCE CODE
LATAM LOGISTIC COL OPCO S.A.
Version approved by the Board of Directors, September 2020
TABLE OF CONTENTS
| I. INTRODUCTION | 5 | |
| II. OBJECTIVE OF THE CODE OF GOOD CORPORATE GOVERNANCE | 5 | |
| III. GENERAL CHARACTERISTICS OF THE COMPANY | 5 | |
| 3.1. Mission | 5 | |
| 3.2. Vision | 5 | |
| 3.3. Nature | 6 | |
| 3.4. Corporate Purpose | 6 | |
| IV. ORGANIZATIONAL OPERATION | 6 | |
| V. ORGANIZATION CORPORATE ESTRUCTURE | 7 | |
| 5.1. General Assambly of shareholders | 7 | |
| 5.1.1. General Rules | 7 | |
| 5.1.2. Shareholders'Rights | 8 | |
| 5.1.3. Duties of the Shareholders | 9 | |
| 5.2. Board of Directors | 9 | |
| 5.2.1. General Rules | 9 | |
| 5.2.2. Composition of the Board of Directors | 11 | |
| 5.2.3. Rumuneration of the members of the Board of Directors | 12 | |
| 5.2.4. Board Committees | 12 | |
| 5.3. Excutive Team | 13 | |
| 5.3.1. General Management of Company | 13 | |
| VI. Stakeholders | 13 | |
| 6.1. Internal Stakeholders | 13 | |
| 6.1.1. Employees | 13 | |
| 6.1.2. Shareholder | 14 | |
| 6.2. External Stakeholders | 14 | |
| 6.2.1. Community | 14 | |
| 6.3. Linked stakeholders | 15 | |
| 6.3.1. Clients | 15 | |
| 6.3.2. Providers | 15 | |
| VII. CONFLICTS OF INTEREST | 15 | |
| 7.1.1. Definition of conflicts of interest | 16 | |
| 7.1.2. Duties of administrators and officials | 16 | |
| VIII. HANDLING AND DISCLOSURE OF INFORMATION | 17 | |
| 8.1. Confidential Information | 18 | |
| 8.2. Personal Information | 18 | |
| 8.3. Disclosure of information to investors | 18 | |
| 8.4. Application service channels | 19 | |
| IX. CONTROL ARCHITECTURE | 19 | |
| 9.1. Internal Control Bodies | 20 | |
| 9.2. Compliance and Risk Management | 20 | |
| 9.2.1. Compliance | 21 | |
| 9.2.2. Risk Management and Internal Control | 21 | |
| 9.3. External Control Bodies | 21 | |
| 9.3.1. Tax Inspection | 21 | |
| 9.3.2. Financial Superintendence of Colombia | 21 | |
| X. ANNUAL REPORT ON CORPORATE GOVERNANCE | 21 | |
| XI. GENERAL POLICIES OF THE ORGANIZATION | 22 | XII. COMPLIANCE WITH THE CODE OF GOOD CORPORATE GOVERNANCE | 23 | XIII. DISSEMINATION OF THE CODE OF GOOD CORPORATE GOVERNANCE | 23 | XIV. PRIORITY OF THE CODE OF GOOD CORPORATE GOVERNANCE | 23 | XV. MODIFICATIONS TO THE CODE OF GOOD CORPORATE GOVERNANCE | 24 | XVI. TRAINING | 24 |
I. INTRODUCTION
LATAM LOGISTIC COL OPCO S.A. (hereinafter the "Society" or the "Company"), is a company dedicated to carrying out investment,
administration, development and operation of logistics parks in Colombia.
II. OBJECTIVE OF THE CODE OF GOOD CORPORATE GOVERNANCE
The Code of Good Corporate Governance (the “Code”) is an instrument designed by the Company
to collect all the best corporate governance practices currently applied within the Company and that
serves as a complement to the legal and statutory provisions of the Company and to the documents provided
by the Company in matters of corporate governance. The corporate governance structure reflects a market-leading
approach that takes into account the interests of our investors.
The Code describes the corporate governance structure of the Company and its main practices in order
to guarantee the necessary transparency in the relationship with all the stakeholders to which it is
directed.
The Company is committed to the implementation of the best corporate governance practices that allow
it to advance towards a solid internal corporate structure.
For the Company, corporate governance is the set of values, principles, policies and procedures that
regulate the structure and operation of the Company's governing bodies.
In accordance with the provisions of Law 964 of 2005 and the "New Country Code" issued by the Financial
Superintendence of Colombia (hereinafter "SFC"), as well as regulations that add, modify or repeal them,
the Company adopted this Code.
III. GENERAL CHARACTERISTICS OF THE COMPANY
3.1.
Mission
The mission of the Company is to acquire top quality land and build modern,
efficient and sustainable logistics parks; and, serving our clients, who are fast-growing companies
focused on meeting the growing needs of the local population. Our goal is to be recognized as the leading
regional real estate logistics platform year after year and recognized by all of our teammates as a great
place to work.
3.2.
Vision
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The Company's vision is to create the best company in its category that builds,
leads and operates the most efficient logistics parks in the markets in which we
are present, which satisfy the global and domestic demand of our clients who seek
to expand and improve efficiency. in its distribution, while we achieve our financial
objectives.
3.3.
Nature
LATAM LOGISTIC COL OPCO SA, is a company that is governed by the law and other complementary
regulations of the Republic of Colombia, constituted by means of a private document dated May 10,
2016, which was registered with the Bogotá Chamber of Commerce (the “Chamber of Commerce”) on May 13,
2016. On August 31, 2020, the General Assembly of Shareholders approved by unanimous vote the transformation
of the Company to a Public Limited Company, resolution registered with the Chamber of Commerce in Date September
14, 2020.
3.4.
Corporate Purpose
The Company's main corporate purpose is the execution of real estate developments, including the purchase, sale and lease of real estate, including the construction of non-residential buildings and architectural, engineering and other related technical consulting activities.
ORGANIZATIONAL OPERATION
The organizational structure of the Company provides a general scheme for the planning, direction,
coordination and control of its operations. In general, this includes:
- Communication mechanisms
- Organizational functions
- Responsibilities, authorities and restrictions of key positions
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V. ORGANIZATION CORPORATE ESTRUCTURE
The corporate structure of the Company is as follows:
With the previous structure, the levels of government of the Company, the key dependencies and the relationship between them can be identified,
which is widely disclosed within the Company.
5.1.
General Assembly of shareholders
5.1.1.
General Rules
The General Assembly of Shareholders of the Company (the “Assembly”) is the highest corporate body
of the Company and is made up of the shareholders registered in the Company's shareholders register
book (the “Shareholders”).
The Assembly, as the highest management body of the Company, may meet in ordinary and extraordinary
sessions, in accordance with the provisions of the applicable regulations, and will deliberate and decide with
the rules of quorums and majorities that are established in the bylaws of the Company. Company (the "Bylaws")
and the Law.
The ordinary meetings of the Assembly will be held within the first three (3) months of each year and the call
must be sent at least fifteen (15) business days prior to the date on which said meeting will be held, by means
of notification to the email address registered by each Shareholder with the Company or by any other means
permitted by law, and will include the proposed agenda indicating the content of the topics to be discussed.
Extraordinary meetings will be held when the Company's unforeseen or urgent needs so require.
The summons to an extraordinary meeting will be made at least five (5) calendar days in advance,
by means of notification to the email address registered by each Shareholder with the Company or by
any other means permitted by law, and will include the proposed agenda indicating the content of the topics to be discussed.
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The Bylaws are one of the internal documents that establish the functions and operating rules of
the Shareholders' Meeting, which can be consulted at www.latamlp.com. Currently, the Company is in
the process of approving the Regulations for the Shareholders' Meeting, which once approved, can
also be consulted on said website.
For the Company, communication with its Shareholders is essential in
the development of a transparent and clear relationship, which is why it
has provided the necessary channels to communicate with them, always within the
framework of what is established by Law. Shareholders may communicate through
of the institutional channels established for Company-Shareholder communication.
5.1.2.
Shareholders' Rights
The Company's Shareholders will have all those rights established in the Commercial Code and Law 222 of 1995.
Additionally, the Company recognizes its Shareholders the following rights:
5.1.2.1.
Equitable treatment
The Company grants the Shareholders equitable treatment, that is, they all receive
the same treatment from the Company. The Company recognizes and respects the property rights of
Shareholders, regardless of the value of their investment.
The rights of the Shareholders empower them to influence the Company through
their participation and vote in the meetings of the Assembly, their participation in
he benefits of the Company and the right to receive and request information, in the terms
provided in the Bylaws. of the Company and in the Regulations that the Assembly adopts for its operation.
5.1.2.2.
Specialized audits
Shareholders representing at least five percent (5%) of the subscribed shares may
request the Board of Directors to carry out specialized audits on matters other than those
audited by the Statutory Auditor.
5.1.2.3.
Separate vote
In the event of amendments to the Bylaws, the Shareholders have the power to
vote separately for each article or group of articles that are substantially independent.
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Voting separately on an article will be carried out if any Shareholder
or group of Shareholders, representing at least five percent (5%) of the capital
stock, so requests during the Meeting.
5.1.2.4.
Access to information
The Company has a corporate website on which the Company publishes the
relevant information for permanent consultation by the Shareholders.
Except in cases in which it is confidential information, or the
request for documents and books that are free to review during the period
of the right of inspection, established in the Law and the Bylaws, the Company
resolves the concerns of its Shareholders who have been raised through the corresponding channels.
5.1.3.
Duties of the Shareholders
The Shareholders of the Company must act with loyalty, that is to say that the
decisions they make in the framework of the Assembly meetings must be in the interest
of the Company. Shareholders will not exercise their vote for the purpose of causing harm
to the Company or other shareholders or to obtain for themselves or for a third party an unjustified advantage.
5.2.
Board of Directors
5.2.1.
General Rules
The Board of Directors is the highest administrative body of the Company. The main function
f the Board of Directors is to define the guidelines for the administration of the business
and the management of its risks.
Within the framework of its role within the Company, the Board of Directors is in charge of
approving the general policies of the Company. In addition, the Company's Board of Directors
is in charge of monitoring the policies and pertinent modifications, in order to keep them
updated to the situations and evolution of the Company.
The Board of Directors will have within its responsibilities the decision-making of investment,
indebtedness, contracting and realization of issues of the Company, among other functions assigned
to it through the service contracts, the information prospectus for the issuance and placement
securities and other documents.
Notwithstanding the diligence required with respect to the Board of Directors and
its members, the obligations of the Board of Directors and its members are obligations
of means and not of result; therefore, even when the Board of Directors and its members
make the best effort in their management, they cannot guarantee a specific profitability or
financial result to investors.
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The Board of Directors is authorized to take any action in relation to our
operations that are not expressly reserved directly for investors. The Board
of Directors will also have certain functions that cannot be delegated, including,
but not limited to:
a) Approve the execution of the Capital Contribution Agreements.
b) Approve the initial investment guidelines and any other modification of the investment policies in the Company.
c) Approve the investment of the cash that is part of the Company in permitted investments.
d) Approve the sale of properties, regardless of the value of the property.
e) Discuss and approve any acquisition or sale of assets, properties or rights by the Company,
which represents five percent (5%) or more, but less than twenty percent (20%) of the value of the Company,
which is have made a single transaction or series of related transactions within a twelve (12) month period.
In addition, the approval of any acquisition or sale of the Company's assets or properties, which represents
five percent (5%) or more, but less than twenty (20%) of the Company's value, must comply with any other
applicable requirement by virtue of the Regulations of the Colombian Stock Exchange (BVC) in force at the
time of said acquisition or sale of the assets, properties or rights of the Company.
f) Approve, with the prior written consent of the Audit Committee, the related party transaction
policies and approve any contract, transaction (including acquisitions or contributions of real estate
properties) or relationship with a party related to the Company, or representing a transaction with a
related party; provided that, in such event, (1) a majority vote of the independent members of the
technical committee is required for such approval, (2) any member of the technical committee with a
conflict of interest will not have the right to vote on such amounts, and ( 3) any material contract,
transaction (including acquisitions or real estate contributions) or relationship with a party related
to the Company, or that otherwise represents a transaction with a related party, must be entered into
on market terms and comply with any other applicable requirement according to the regulations of the
Colombian Stock Exchange in force at that time.
g) Approve the appointment of any independent appraiser appointed to carry out the valuation o
f the investment properties of the portfolio managed by the Company (other than certain appraisers
pre-approved by the investors).
h) Approve the appointment of the members of the Company's Investment Committee.
i) Approve, prior written recommendation of the Audit Committee, the accounting
policies and transactions with related parties of the Company, as well as the internal
control and audit guidelines.
j) Approve, by prior written recommendation of the Audit Committee, the financial
statements that will be presented to investors for their approval.
k) Approve a dividend distribution policy, any change to it and any proposed
distribution that is not in accordance with the distribution policy, provided that
any distribution policy complies with the regulations of the Colombian Stock Exchange.
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l) Instruct the general manager of the Company to disclose certain legal events in accordance
with the Colombian Securities Market Law, including the execution of any agreement contrary to the
opinion of the Audit Committee and Investment Committee of the Company.
m) Approve any other matter related to the Company's business presented to the Board of Directors.
n) Stay informed regarding all material aspects of the Company's real estate assets.
o) Request the necessary information and reports, in its sole discretion, to
facilitate the monitoring of the Company and any other third-party service provider hired by
the Company's management team; and the management team of the Company will consider in good faith
the recommendations issued by the technical committee regarding the matters on which it is consulted.
The consequences for the Company will not be the responsibility of the Board of Directors or its members:
(i) fortuitous events, (ii) force majeure, (iii) market phenomena, including, but not limited to devaluation,
revaluation, inflation, devaluation in investment properties, market fluctuations, freezing, or variations in
interest rates or yields, (iv) acts of authority, (v) disturbance of public order, strike, strike, riot, riot;
and, (vi) the devaluation of eligible investments.
The rules relating to the operation of the Board of Directors are described in the Bylaws, which are
available at www.latamlp.com. Currently, the Company is in the process of approving the Internal
Regulations of the Board of Directors, which once approved, can also be consulted on said website.
The members of the Board of Directors must act in good faith and their duties will be those
described in article 23 of Law 222 of 1995 or any other applicable regulation.
5.2.2.
Composition of the Board of Directors
The Board of Directors of the Society is composed of five (5) main members and five (5) alternate members,
elected for terms of two (2) years. The members of the Board of Directors may be re-elected indefinitely by
the Assembly.
A member of the Board of Directors who is removed may not be reelected within twelve (12) months after said removal. The death, incapacity or resignation of a
member of the Board of Directors will result in the automatic and immediate revocation of said member of
the Board of Directors, in which case their alternate will be the interim member of the Board of Directors
until a new member is appointed. and his alternate, or the appointment of the alternate member as a member
or alternate is ratified.
At least twenty-five percent (25%) of the members of the Board of Directors will be independent members, in accordance with the definition of independence in Law 964 of 2005, or any
regulation that replaces, modifies or repeals it.
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The independent members must be independent professionals and their personal substitutes
(who hold such status in accordance with the provisions of Law 964 of 2005), who must have significant
experience in the business sector and meet the criteria established by the Company. The alternates of the
independent members must also be independent professionals who meet the criteria established by the Company.
For the election of the independent members of the Board of Directors, they must have moral solvency and the
professional experience of the candidates.
5.2.3.
Remuneration of the members of the Board of Directors
The remuneration of the members of the Board of Directors will be defined by the Assembly. In any case,
the remuneration will be paid based on the number of Board of Directors or Committee sessions that the
respective member has actually attended.
5.2.4.
Board Committees
The Board of Directors may create committees to study and submit issues of importance to the
Company for consideration by the Board of Directors. The Board of Directors may delegate decision-making
powers to the committees, which do not exceed the powers of the Board of Directors.
The Board of Directors, in order to carry out all the functions assigned to it by virtue of the Law
and the Statutes, has created the following specialized committees to act as study and support bodies.
Each committee will have internal regulations that determine the rules applicable to its operation,
composition and functions:
5.2.4.1.
Investment Committee
The main function of the Investment Committee is to advise the Board of Directors in
matters of directing capital and evaluating the Company's growth opportunities during the execution of
its corporate purpose.
The Investment Committee will be made up of a minimum of three (3) members of the Board of Directors,
who must have extensive professional experience and knowledge in the evaluation of projects related to
the corporate purpose and their respective risk management.
5.2.4.2.
Audit Committee
The purpose of the Audit Committee is to supervise and evaluate compliance with
the annual internal audit plan that includes business risks and the Company's processes.
Likewise, it supervises and evaluates the Company's Internal Control System to recommend and
issue a concept to the Board of Directors and will fulfill the other functions that correspond
to it in accordance with the Law, the Bylaws and its own Regulations.
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The Audit Committee is composed of at least three (3) members of
the Board of Directors and its President is an independent member.
In the election of the members of the Audit Committee, the experience and knowledge of each of the
candidates in the matter (eg accounting and finance) are taken into account.
Currently, the Company is in the process of approving the Internal Regulations of
the Audit Committee, which will develop all the rules related to the operation of this body.
Once approved, said regulation will be available at
www.latamlp.com.
5.3.
Executive Team
5.3.1.
General Management of the Company
The General Manager is appointed by the Board of Directors in accordance with the provisions of the Bylaws.
The General Manager is the main legal representative of the Company and may only perform those functions that
are expressly authorized by the Law or in the Bylaws.
In order to fulfill all his functions, the General Manager of the Company will have an alternate,
who will replace the General Manager and will have the same powers as the latter.
The General Manager of the Company, in exchange for the functions he performs,
will receive the corresponding remuneration according to the compensation defined
and internally approved by the Board of Directors.
Additionally, the General Manager of the Company must be evaluated on an annual basis,
in order to review his performance in the position during the year. The evaluation guidelines
will be defined by the Board of Directors, who in turn will be in charge of coordinating said
evaluation in the terms it deems appropriate.
On the other hand, taking into account that the General Manager of the Company is
considered an administrator in accordance with the provisions of Law 222 of 1995, his
duties towards the Company will be the same applicable to the members of the Board of Directors.
VI. STAKEHOLDERS
6.1.
Internal stakeholders
6.1.1.
Employees
For the Company, its Collaborators are of great importance to the extent that it is they who
represent the Company with other stakeholders, including the general public.
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In order to guarantee the good image and reputation of the Company, the administrators
are in charge of hiring the collaborators in accordance with the highest quality standards
in the industry and the market.
The Company does not discriminate on the basis of race, color, religion, sex
(including pregnancy status and gender identity), sexual orientation, nationality,
political affiliation, military service, civil status, disability, age, or other factor
that is not purely worthwhile.
Additionally, the relationships between the Company and the Collaborators are based on respect
and orientation towards the fulfillment of the objectives sought by both the Company and the client.
The Company, in return for the hard work of its employees and the commitment they acquire,
offers a suitable work environment for the development of the roles corresponding to each Collaborator.
To this extent, the Company guarantees constant professional and personal growth for each one.
In order to be clear about the guidelines that guide relations with employees, the Company encourages Employees
to recognize this Code and the Employee Manual, as a fundamental guideline for their actions, this Manual is
included as
Annex A.
6.1.2.
Shareholder
The Shareholders are also part of the internal interest groups and, therefore, the rights that
each of them have and the functions that belong to them as shareholders of the Company are set
out in this Code and in the Bylaws.
6.2.
External stakeholders
6.2.1.
Community
The Company plays an active role in the wider community. The parent company, LATAM LOGISTIC PROPERTIES,
S. DE RL, has a Community Relations Manual, which aims to establish a strategic relationship with the
communities surrounding the Logistics Parks in accordance with the Social Responsibility Strategy of the
Company, which allows both the company and the communities to meet common sustainable objectives and goals.
Said manual is also applicable to the Company and is included in this Code as
Annex B.
Through the relationship with the communities, it seeks to manage and mitigate the negative
impacts of the company's operation and enhance the positive impacts through the development of
activities and projects that impact within the strategic pillars of the Company.
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6.3.
Linked stakeholders
6.3.1.
Clients
The development of the Company's activities is guided, among other things, by the needs and demands
of its clients. To this extent, the Company seeks to promote and guarantee an efficient and transparent
treatment that results in benefits for its clients.
At the time of generating relationships with clients, the Company sets out the real conditions of
fulfillment of the projects, in order not to generate false expectations and respect the trust that
has been placed in it.
6.3.2.
Providers
The Company is committed to the highest standards of social and environmental responsibility,
as well as ethical conduct. In the event of requiring the hiring of a supplier, the Company acts in
accordance with quality policies, which are the cornerstone of the selection processes, since they generate
objectivity and transparency. In any case, one of the most relevant aspects when selecting a supplier for the
Company is that the provision of services responds to the cost-benefit relationship.
Likewise, to guarantee an effective service provision, the provider must have sufficient
experience to carry out the functions entrusted to it and must guarantee that its work is
carried out in accordance with the best commercial and industry practices.
Administrators, at their sole discretion, will define what is the necessary sufficiency
in terms of experience, according to the services that are contracted.
The hiring of suppliers by the Company does not allow unfair, unequal or inappropriate hiring practices.
The Company has a Code of Ethics for Suppliers that must be subscribed by all suppliers that do
business with the Company. This code applies to the Company, given its status as a subsidiary of
LATAM LOGISTIC PROPERTIES, S. DE RL, by which suppliers are required to provide safe working conditions,
treat workers with dignity and respect, act fairly and ethics, and use environmentally responsible practices
when performing services for the parent company, LATAM LOGISTIC PROPERTIES, S. DE RL, and its subsidiaries.
In addition, it establishes complaint mechanisms in case of non-compliance with this commitment. This Code
is included in this document as
Annex C.
VII. CONFLICTS OF INTEREST
In the exercise of their functions, the administrators and other officers of the
Company may be involved in situations that potentially generate conflicts of interest.
Said situations imply that there may be a conflict between the interests of a Shareholder,
administrator or officer and those of the Company.
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Situations of conflict of interest must be properly managed and resolved by the competent body,
in accordance with the law and the internal documents of the Company. To that extent, the Company
has developed specific rules for the administration of conflicts of interest, either with administrators
or with Company officials, without prejudice to the general rules established below:
7.1.1.
Definition of conflicts of interest
There is a conflict of interest when a Shareholder, administrator or official is immersed in a situation
where personal or third party interests are opposed or directly compete against the interests of the Company,
and with the decision that such situation implies, no the simultaneous satisfaction of the two interests is
possible. Notwithstanding the foregoing, they will be considered as representative situations of a potential
conflict of interest when the administrator or official participates decisively, but without being limited, in
the following events:
a. Celebration of operations with companies over which the administrator or official
has the quality of shareholder or administrator.
b. Celebration of legal acts with natural persons with whom the administrator or official has a
relationship of consanguinity or affinity in the third degree.
c. Celebration of legal acts with companies whose administrators have a relationship of consanguinity
or affinity in the third degree with the administrator or official.
d. Execution of operations with natural persons with whom the administrator or official
has a dependent relationship.
e. Participation in any other decision that seeks to carry out an operation that represents a
personal benefit for the administrator or official.
7.1.2.
Duties of administrators and officials
7.1.2.1.
Duty to disclose the situation
Any administrator or official who, in accordance with the concept defined above, considers to be
immersed in a situation that may entail a conflict of interest, must notify and provide all the information
that is relevant for its administration and resolution to the competent body so that it can adopt whatever
decision is relevant.
7.1.2.2.
Duty to abstain from participation
Any administrator or official who considers being immersed in a situation that involves
the direct opposition or competition of personal interests or of a third party, against the
interests of the Company, must refrain from participating in actions that could potentially constitute a
conflict of interest. The doubt regarding the configuration does not exempt the administrator or official
from the obligation to abstain from the respective actions.
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7.1.2.3.
Management of conflicts of interest
Once the conflict of interest has been revealed, it must be resolved in accordance with the
provisions of the Statutes and Law 222 of 1995. In any case, the Assembly will be the body in
charge of resolving these situations.
7.1.2.4.
Rules applicable to conflicts of officials
In some events, it is possible that the Company's personnel (other than the administrators) are
in a situation that could represent a potential conflict of interest. To that extent, the Company
has designed the following procedure for handling such situations.
Thus, in the event of a conflict of interest or when there are doubts whether or not to be in such a situation,
the following procedure should be used:
a. The official must refrain from carrying out the operation or making the decision about which there
are doubts.
b. The official must inform his hierarchical superior of the potential conflict of interest,
explaining in detail what it consists of and what the conflicting interests are.
c. The hierarchical superior must inform the Board of Directors, who will determine the steps to follow
for the management of the conflict of interest in accordance with the provisions of the Bylaws and applicable
regulations.
En cualquier caso, el comité ad hoc velará por anteponer los intereses de la Sociedad frente a los del funcionario.
Additionally, the Company must periodically train employees and officers, including the leaders of each of
the work teams, in relation to situations that could be considered conflicts of interest and the procedure to
be followed in the event that they arise.
7.1.2.5.
Responsibility for not informing in a timely manner
The worker, administrator, officer or shareholder, who knowingly is involved in a conflict of interest
and does not report it to the Company, must respond to the Company for the damages that this generates.
VIII. HANDLING AND DISCLOSURE OF INFORMATION
The proper handling and disclosure of information allows to guarantee the confidentiality and
transparency of the operations that are carried out. For this reason, the Company adopts a policy
that contains the main guidelines related to the treatment of information held by the Company.
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Likewise, the Board of Directors adopts an Information Disclosure Policy, which establishes the rules
to disclose the information to its investors, as well as the channels to do so and the specific procedure.
8.1.
Confidential information
Due to the nature of the services provided by the Company, the administrators, employees or officers
of the Company may access confidential information due to the work carried out within the Company.
The Company, aware that information is one of the most important assets, and in order to protect
the confidential information to which its collaborators may have access, tends that all the employees,
administrators or officers of the Company are subject to obligations of confidentiality.
The Company understands confidential or privileged information to be information of a strategic
nature that is not public knowledge, that is, that has not been disclosed to the market and that
by its nature is capable of influencing the liquidity and / or reputation of the Company.
8.2.
Personal information
In compliance with Law 1581 of 2012, the Company has a Personal Data Treatment Policy. For better reference, the Company's Personal Data
Protection Policy is included in this document as
Annex D.
In this Policy, the rules related to the processing of personal data, the procedure for making requests,
complaints or claims, those responsible and those in charge of the treatment, guiding principles and
obligations of the Company are established. This Policy is available on the Company's website.
8.3.
Disclosure of information to investors
In its capacity as issuer of second market securities, the Company is subject to the rules of
disclosure of relevant information, in accordance with the provisions of Decree 2555 of 2010 or any
rule that modifies, adds or replaces it, and particularly what provided for in articles 5.2.4.2.1 and
5.2.3.1.23 of the aforementioned decree.
In this sense, any information related to the Company or its issuance of securities
that would have been taken into account by its investors or those authorized investors
who have expressed interest in buying, selling or keeping the Company's securities or at the
time of exercising the Political rights inherent to such securities will be disclosed in a clear,
timely and complete manner to investors.
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8.4.
Application service channels
The Company has different institutional channels to meet the requests of all its Stakeholders.
The Company will deliver the requested information, as long as it is not subject to legal reserve
or is confidential information, in accordance with the provisions of this document.
8.5
Management of Privileged Information
The responsible use of information is critical to business success. For this reason,
the employees and directors of the Company and the members of the Board of Directors,
as well as the personal substitutes of the independent members, must follow the following
guidelines for handling confidential information:
a) The information obtained from customers, suppliers or people who have business relationships or
intend to have them with the Company and its affiliates will be handled confidentially.
b) All information obtained in the development of the business of the Company and its affiliates
will be handled confidentially, unless it is evident that it is public.
c) No person directly or indirectly linked to the Company, or the members of the Board of Directors,
as well as the personal alternates of the independent members may transfer, publish, use or disclose
information beyond what is strictly necessary to achieve the normal course of business. business.
d) No employee or manager of the Company and its related parties, or the members of the Board of Directors,
as well as the personal substitutes of the independent members, may benefit directly or indirectly from the
confidential information obtained during the position they occupy.
8.6
Sanctions
Employees, directors of the Company and its affiliates and the principal and personal
alternate members of the Board of Directors who improperly reveal confidential information for
their benefit or that of a third party, will be subject to disciplinary, administrative, civil,
actions and procedures. criminal and contractual established in the applicable provisions.
IX. CONTROL ARCHITECTURE
The control architecture encompasses everything related to the control system (control environment,
risk management, control activities, information / communication and monitoring), in order to provide
reasonable security to achieve the Company's objectives.
The Company, within the internal control system, will have the necessary means to protect its
resources against losses due to inefficiency or fraud, and will promote order and effectiveness in
the execution of its activities, as well as the accuracy and reliability of the information required.
to direct and control it.
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9.1.
Internal Control Bodies
9.1.1.
Board of Directors
The Board of Directors seeks the existence and management of an effective internal control system, which contributes to:
a. Achieve efficiency, effectiveness and economy in the operations of the Company.
b. Protect resources, seeking their proper administration.
c. Ensure the timeliness and reliability of the information.
d. Guarantee the correct evaluation and follow-up of the management.
e. Ensure compliance with legislation and regulations, policies, standards and internal procedures.
9.1.2.
Investment Committee
The main function of the Investment Committee is to advise the Board of Directors in matters of
directing capital and evaluating the Company's growth opportunities during the execution of its corporate purpose.
9.1.3.
Audit Committee
The Committee is responsible for supervising the components of the control architecture, involving the
internal audit and the Statutory Auditor in matters within its competence. Additionally, the Audit
Committee assists the Board of Directors with the supervision and evaluation of compliance with the
annual internal audit plan that includes business risks and the Company's processes. This Committee
ensures the proper management and effectiveness of the Company's internal control.
9.1.4.
General Manager of the Company
The General Manager of the Company as responsible for internal control is responsible for ensuring
the design, implementation, evaluation and monitoring of the internal control of the Company.
9.2.
Compliance and Risk Management
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9.2.1.
Compliance
The Operations Area is in charge of managing the risks of the Risk Management System for Money Laundering
and Terrorism Financing (SARLAFT), regulatory compliance and conduct. Through the Operations Area, these
risks are managed in order to prevent regulatory non-compliance, acts of corruption and behaviors associated
with bribery, fraud, or other prohibited conduct or that may affect the good name of the Company.
9.2.2.
Risk Management and Internal Control
The function of the Corporate Responsibility Area is to carry out the tasks of identifying, measuring,
monitoring and controlling all risks associated with the Company and other tasks associated with the internal
control of the Company.
The Board of Directors is in charge of directing the risk identification and mitigation process through the
Investment Committee.
9.3.
External Control Bodies
9.3.1.
Tax Inspection
The Company has a Statutory Auditor elected by the Assembly whose functions, qualities and responsibilities
are defined in the Bylaws.
The Statutory Auditor is elected for periods of three (3) years and may be re-elected for up to
two (2) additional equal periods without exceeding a maximum term of ten (10) years. In any case,
every ten (10) years the entire team assigned by the Statutory Auditor's firm must be rotated.
The remuneration of the Statutory Auditor will be determined by the Assembly.
The position of Statutory Auditor of the Company may only be exercised by persons who have the proper
qualities to carry out the functions of said position and who are not, in any way, within the cases that
the Bylaws and the Commercial Code consider as inabilities or incompatibilities.
9.3.2.
Financial Superintendence of Colombia
As issuer of securities, the Company is subject to the exclusive control of the Financial
Superintendence of Colombia.
X. ANNUAL REPORT ON CORPORATE GOVERNANCE
The Board of Directors presents to the Assembly a corporate governance report, every year, which
includes a description of the way in which the corporate governance measures and their main changes were
complied with. Said report will be prepared by the General Manager and its approval will correspond to the
Board of Directors.
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The annual corporate governance report covers the following aspects:
a. Ownership structure of the Company.
b. Structure of the administration of the Company.
c. Operations with related parties.
d. Risk Management System.
e. Provisions related to the General Shareholders' Meeting.
XI. GENERAL POLICIES OF THE ORGANIZATION
LATAM LOGISTIC PROPERTIES, S. DE R.L., the parent company of the Company and domiciled in Panama,
has developed a series of policies that are applicable to the Company and the other subsidiaries.
These policies generally establish corporate governance and compliance standards for the entire organization.
The general policies that will be applied by the Company are detailed below:
10.1
Code of ethics
LATAM LOGISTIC PROPERTIES, S. DE R.L. ("LLP") strives to be a company known for its integrity and high ethical
standards. LLP will conduct its business fairly, impartially, ethically and appropriately, and in full
compliance with all laws and regulations, as well as the Code of Ethics and Corporate Conduct. In conducting
business, integrity is the foundation of all company relationships, including those with customers, suppliers,
communities, and among employees. The highest standards of ethical business conduct are required of company
employees. Employees will not engage in conduct or activities that may raise questions regarding the honesty,
fairness or reputation of the company.
The conduct of all the people linked to the company, and the ethics with which business is
conducted must be exemplary. All employees and members of the Board of Directors must act with the
highest standards of personal and professional integrity. All conflicts of interest, in personal and
professional relationships, must be handled with honesty, ethics and the guidelines provided in this section.
10.2
Anti-Corruption and Foreign Accounts Tax Compliance Act (FCPA)
At the Company, we conduct our business honestly and ethically. We have no tolerance for bribery and corruption,
and we are committed to acting professionally, fairly and with integrity in all of our business dealings and
relationships in which we operate.
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Violation of the FCPA and / or local anti-corruption laws could result in severe penalties against the Company,
its affiliates, and the individuals involved. Individuals can be punished with fines and / or imprisonment, and
individual responsibility can also extend to the directors and management of the Company. In addition to these
penalties, violations of the FCPA or anti-corruption laws often result in penalties under other laws. In certain
cases, for example, the Company may be prohibited from participating in public tenders and government contracts
that could have a severe impact on the business of the Company and its affiliates. However, in many ways, the most
serious damage the Company would suffer as a result of an FCPA or an anti-corruption law violation would be damage
to the company's reputation.
The Anti-Corruption Policy and the provisions of the FCPA apply to:
a) The Company and all its related entities, including its funds and joint ventures, anywhere in the world (the “LLP Group”);
b) All directors, officers, employees (whether permanent, fixed-term, temporary, part-time or full-time),
apprentices, assigned personnel, home workers, temporary workers and agency personnel, volunteers, interns,
agents or any another person associated with the LLP Group (each an “LLP Representative”).
Consequently, the LLP Group and the LLP Representative must comply with both the letter and the spirit of this
Code, as well as the Code of Ethics and Conduct and the Anti-Corruption Policy and all applicable anti-corruption
laws and regulations. Any employee of the Company who is involved in a violation of this Corporate Governance Code,
Code of Ethics and Conduct and / or the Anti-Corruption Policy will be subject to severe disciplinary measures
in accordance with the personnel policies of the LLP Group, up to and including the dismissal. The Anti-Corruption
Policy is part of the Employee Manual as well as the Code of Ethics and Conduct. The referred Anti-Corruption
Policy is included in this document in
Annex A.
XII. COMPLIANCE WITH THE CODE OF GOOD CORPORATE GOVERNANCE
The Board of Directors, with the support of the General Manager of the Company, will be in charge of supervising
compliance with the Code, without prejudice to the fact that for this work they may be supported in other areas.
XIII. DISSEMINATION OF THE CODE OF GOOD CORPORATE GOVERNANCE
The Code of Good Corporate Governance, as well as any modification, will be published on the Company's website.
XIV. PRIORITY OF THE CODE OF GOOD CORPORATE GOVERNANCE
The rules of good corporate governance contained in this Code are a set of provisions made up of the
laws in force applicable to the matter, the Bylaws and the other provisions of ethics and conduct contained
in the documents and policies of the Company.
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In the event of a difference in interpretation between the standards that make up the Company's
corporate governance, the order of priority will be as follows: (i) the current laws applicable
in the Company's jurisdiction; (ii) the Bylaws of the Company; (iii) the Code; and, (iv) the other
provisions and complementary corporate policies.
XV. MODIFICATIONS TO THE CODE OF GOOD CORPORATE GOVERNANCE
Modifications to the Code will be studied and approved by the Board of Directors. Those provisions adopted by
the Board of Directors in matters of corporate governance must be in line with the regulations in force in the
jurisdiction of the Company and the Bylaws.
In cases where the Company deems it necessary to incorporate a corporate governance practice directly at
the statutory level, the Shareholders' Meeting will be in charge of carrying out the respective statutory reform.
The Shareholders and the Board of Directors of the Company may request the Shareholders 'Meeting to study
modifications, repeals or incorporations of new corporate governance rules, in which case the Shareholders'
Meeting will study the request and decide on the feasibility of implementing the same.
XVI. TRAINING
The Company is committed to supporting and helping its employees gain the knowledge and skills to
do their jobs more effectively. In addition to performing more effectively in your current job, we
believe that career development increases employee motivation and engagement, supports career development,
and enhances our ability to attract and retain the brightest and most motivated employees.
LATAM LOGISTIC PROPERTIES, S. DE RL, has a Professional Development Policy, and an annual professional
development program designed to support the efforts shown by employees in their annual evaluation, as
well as develop and reinforce skills and obtain credentials that are directly related to an employee's
job and career. This program is not a contract and may be terminated or modified at any time without notice at the discretion of the Company. Employees are not required to participate or participate in this program.
The aforementioned Professional Development Policy applies to the Company given its status as a subsidiary
of LATAM LOGISTIC PROPERTIES, S. DE R.L., which for better reference is included in this document in
Annex A,
since it is part of the Employee Manual.
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