Proposal No. 4 To the General Assembly of

Transcription

Proposal No. 4 To the General Assembly of
Proposal No. 4
To the General Assembly of Shareholders of Grupo Argos S.A.
Given the expiration of the statutory period and, additionally, taking into account that Mr. Jorge
Esteban Giraldo and Mr. Guillermo Heins have indicated their decision of not submitting their
names to the consideration of the Assembly, based on the fact that the Grupo Argos Governance
Code establishes that the status of independent member is lost once 3 periods have been served,
and that they have both completed eight years as members of the Board, the following list is
proposed to the Assembly for the election of the Board of Directors for the statutory period from
April of 2015 to March of 2018.
Name
David Bojanini
Carlos Ignacio Gallego
Mario Scarpetta
Ana Cristina Arango
Rosario Córdoba
Armando Montenegro
Jorge Uribe
Status
Shareholder Member
Shareholder Member
Independent
Independent
Independent
Independent
Independent
Additionally, it is proposed that the Assembly establish for the period from April of 2015 to March
of 2016 monthly professional fees for the Board of Directors of $6,000,000.00
Attached please find a letter in which each candidate accepts his/her inclusion in the above list. It
should be highlighted that Messrs. Scarpetta, Arango, Córdoba, Montenegro and Uribe have
certified in writing that they fulfill the requirements to be considered independent, both from the
issuer and the Pension Fund Managers. Said certificates are provided for posting on the
Company’s website, where they may be viewed by all shareholders.
Regarding the profiles of the proposed Directors and fulfillment of the independence criteria, this
proposition has been evaluated beforehand by the Sustainability and Corporate Governance
Committee of the Board of Directors of Grupo Argos, who have indicated their agreement with
the fulfillment of the mentioned requirements.
This proposition is made following what is set forth in the By-Laws and the Governance Code of
Grupo Argos S.A., particularly regarding the level of responsibility, obligations, dedication of time
and responsibilities of the Board of Directors and its various Committees. The proposition also
takes into consideration the new responsibilities of Boards of Directors of Issuers of Securities,
which were included in recommendations of the Financial Superintendence contained in the new
Code of Best Corporate Governance Practices – Código País.
Yours truly,
(Signed)
Fernando Ojalvo
Legal Representative Grupo Sura S.A.
Shareholder