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