Grupo Empresarial Nutresa’s focus as an organization is generating value for stakeholders through the declaration and practice of the fundamental principles of effective governance, ethical behavior, transparency and integrity.
Grupo Nutresa is committed to good corporate governance that promotes the long–term interests of its shareholders and maintains the trust of its stakeholders. The Organization recognizes that good governance positively impacts the capital and corporate reputation to the extent that it attracts and keeps domestic and foreign investors, allowing them to have sufficient, timely information to make decisions according to market conditions.
The Board of Directors is composed of 14 professionals, seven principal and seven personal alternates, with diverse backgrounds and expertise in finance, business and strategy. Both the Chairman and the majority of the Board members are independents, according to the definition found in Colombian law and the Code of Good Governance.
There are four committees that support the Board (Finance, Audit and Risk; Corporate Governance and Issues; Strategic Planning; and Appointment and Retribution), which perform their functions and are presided over by independent members.
During 2014, 13 Board meetings were held, which were attended by the majority of its members; their support committees met with the frequency established in the Code of Good Governance and the law. Also, the independent members of the Board met to review the remuneration, retention and resignation policies that apply to the Senior Management of Grupo Empresarial Nutresa to strengthen their commitment to and permanence in the Organization.
The Board evaluated all the members of the Steering Committee of the Organization (Presidents of each Business, President of Servicios Nutresa, President of Comercial Nutresa and Grupo Nutresa Vice Presidents), to ensure that their leadership style fits the philosophy of Grupo Empresarial Nutresa to achieve the strategic objectives.
For the second time, and with an interval of two years, an external, independent evaluation was conducted on the performance of the Board. The results highlighted as strengths its focus on strategy, interaction among its members, and the timely, transparent information that is offered to the market; it recommended working on five aspects: developing an annual action plan of strategic issues to be dealt with by the Board, building profiles for future Board members, creating a training and updating plan for members, complementing the information prior to meetings, and developing a succession plan for senior management of the Company.
The annual Self–Assessment of the Board was also performed, in order to assess the qualities, attributes and experience of this body and its support committees. This assessment focused on reviewing the performance and contributions of the members of the Board and support committees and highlighted aspects where improvements can be made.
The Ethics, Transparency and Conflicts of Interest Committee actively operated and settled ten cases of possible conflicts of interest, and also recommended measures to ensure the protection of the Grupo Empresarial Nutresa interests.
Grupo Nutresa has a policy to negotiate company shares, according to which the Board must authorize its members, the Legal Representative and other company administrators – in those cases and conditions required by law – to conduct any operation related to company shares. Furthermore, in the interests of transparency and especially to avoid the use of insider information, Board members and Company executives are prohibited from conducting operations in general, acquiring or disposing of, directly or indirectly, shares issued by the Company, from the moment they have knowledge of the quarterly results that must be transmitted to the authorities, or the possible realization of a transaction by Grupo Empresarial Nutresa that may affect the price of the shares and until the information is not formally made public domain.
Grupo Nutresa maintains transparent communication with investors through the quarterly newsletter, in which the quarterly results and the accumulated results of all the companies and their businesses, as well as market news, new products and the behavior of the share, are presented. Likewise, the Company Webpage is constantly updated with financial information, presentations to investors, media and press releases and relevant information. As the integral administrator of the shares, Deceval handles the requests, complaints, claims and concerns of shareholders in general; the Office of Investor Services, part of the area of Corporate Finances, provides general information about the Company results and maintains ongoing communication with national and international institutional investors, stock brokers and appraisers.
In terms of taxes, Grupo Nutresa seeks to contribute to the development of the economies in the countries where it operates and is aware of the economic and social impact as a major contributor, through the transparent management of its fiscal responsibilities. In response to this commitment, it has developed a policy and strategy, which seek to make the management of its taxes visible, and it also transparently communicates the income, breakdown of sales and participation by country; it explains in detail the corporate model and reveals general information about taxes in each one of the countries where it is present.
The Grupo Nutresa corporate governance practices allow it to face the challenges that will arise in the future for an organization of its kind.
We ensure the continuous improvement of corporate governance standards, in accordance with regional and global trends. In this respect, the most relevant short–term challenge is implementing the new Country Code, approved in 2014 by the Office of the Financial Superintendent in Colombia, which will become effective in 2016. It is important to mention that, in its meeting on November 28, 2014, the Board of Directors’ Corporate Governance and Issues Committee recommended that all the measures and recommendations contained in the new Country Code be adopted. To do this, during 2015, a comprehensive statutory reform and the adoption of various policies will be submitted to the Shareholder’s Assembly for consideration; also, a reform of the Company’s Code of Good Governance will be submitted for consideration by the Board of Directors.
On the other hand, in general the Board will remain attentive to developments on best practices in corporate governance, to update them together with Company policies in this area.
Likewise, we will continue to disseminate and reinforce, internally and externally, the values and principles that govern the actions of the Organization through the implementation of the Code of Good Governance in domestic and foreign companies, and its constant updating according to the guidelines of the Board of Directors.
Welcoming the recommendations of Prospecta (a consulting firm specialized in corporate governance) and the new Country Code, the Board will reform the Code of Good Governance to strengthen the role of the Board Chairman, assigning him new functions and responsibilities. Additionally, a function of the Company CEO will be established to prepare the annual work plan, to be approved by the Board, and to establish in an orderly manner, the strategic issues to deal with throughout the year and facilitate determining the reasonable number of ordinary meetings and their estimated duration. The Board Secretary, in turn, will have the function of delivering to the Board members, on time and in the manner established, the information according to its guidelines and ensuring the formal legality of the Board’s actions and guaranteeing that its governance procedures and rules are respected and regularly reviewed in accordance with the provisions of the Bylaws and other internal regulations of the Company.
Among its functions, the Appointment and Retribution Committee will analyze issues related to the Board, such as personal profiles linked to career, recognition, prestige, availability, leadership, group dynamics, diversity and female participation, which are most suitable for the Board; the tentative composition of functional profiles, associated with aspects such as professional knowledge and expertise in every circumstance that the Board needs; the time and dedication necessary so that the Board members can perform their duties properly; and the existing gaps between the profiles of the directors and the profiles identified as necessary for the Company.
Based on the results of the above analysis, the Committee shall design a training plan and formal update for the Board members in accordance with the needs identified. This Committee shall also propose to the Board of Directors the succession policy for members of the Board and Senior Management and other key executives.