minority dilutions; (iii) Sharing
information and maintaining fluent and
permanent communications with the
stockholders; (iv) Benefits participation
and control related parties transactions;
and, (v) Setting different mechanisms
of conflict resolutions such as direct
agreements, amiable composition,
settlement or arbitration.
the General Shareholders Meeting
(GSM) to dictate its own rules and to
establish a procedure to perform and
summon the meetings. The main and
relevant recommendations are: (i)
Functions, regulation and competence
of the GSM; (ii) Term, media to convey,
contents of the GSM call and agenda;
(iii) GSM rights of information; (iv)
Norms on shareholders representation
and attendance to the GSM of persons
different than the shareholders.
by 12 measures; some of the most
important are: (i) Functions and
regulation of the Board of Directors
(BoD), prohibiting delegation of some
of them as legal representatives of the
company, such as corporate governance
policy, internal control systems,
financial and investment guidelines
and its approval depending on the
amount and characteristics of the
transactions, among others; (ii) Size; (iii)
Appointment of its members (executive,
independent and proprietary members);
(iv) Organization (president, secretary,
risk, internal audit, nomination and
corporate governance committees); (v)
Operation (number of meetings per year,
internal and external evaluation, peer
evaluation, etc.); (vi) Duties (diligence,
loyalty, non-competition, secrecy, non-
(information, experts assistance, induction
and permanent training) of the members;
(vii) Conflicts of interest and related party
transactions; (viii) Compensation policy;
and (ix) Real separation between the BoD
of the corporation and its president and
his team.
and is mostly applicable to Security
Issuers, focusing the recommendations
in: (i) Environment of control; (ii) Risk
management; (iii) Internal control
systems; (iv) Compliance, information
and communication, and (v) Monitoring
of the control architecture through the
appointment of the internal and statutory
auditor in an independent manner.
The implementation of some of these
measures allows all the company staff,
the BoD and senior managers, to have
a consolidated and safety structure,
simplifying the control and integration
of the subsidiaries and branches located
offshore.
Transparency and Information
can be considered development of the
principle of transparency essential
for Security Issuers; its application
bolsters and strengthens the existing
bonds between the company and their
shareholders by the disclosure of crucial
financial and non-financial information.
The aforementioned measures are:
(i) Information disclosure policy; (ii)
Financial statements; (iii) Information to
the markets; and, (iv) Annual corporate
governance report.
Family Companies
already explained, a question arises
regarding its application to family
owned companies. According to
globalized world are: (i) Lack of clear
financial information; (ii) Lack of clear
direction interests of the founder
above the company's interests; (iii) Lack
of clear succession rules; (iv) Lack of
professional direction; (v) Excessive
dependence on the founder figure.
In trying to overcome these risks,
the application of NCC's provisions and
recommendations is vital. Considering
not only that it is built over the best
practices accepted by some of the more
important multilateral entities, but
also that they considered both current
business tendencies and the mistakes
committed by large companies during
the 2008 financial crisis, it represents
an important tool that allows family
owned companies to change or adapt,
if necessary, their internal structures.
Additionally, implementation of some of
the recommendations already explained
are essential to build not only stronger
companies, but also a stronger economic
system, especially for developing
economies like Colombia.
Change, of course, is not easy.
It requires commitment and deep
analysis of each of the measures and
recommendations analyzed. The goals
of the administration will be achieved
only if the correct measures are
implemented and the schedule to do it
is carefully applied according to each
company's needs.
Governance" published by the Development Bank of
Latin America (CAF).
3 http://www.cnnexpansion.com/emprendedores/