PROPOSALS FROM THE BOARD MEMBERS

PROPOSALS FROM THE BOARD MEMBERS
Extraordinary General Meeting of Shareholders on February 1, 2016.
ISAGEN S.A. E.S.P. reports that on January 26, 2016, the Company's
shareholders presented four candidate proposals in order to become a part of the
Board of Directors of the Company, 2 lists to select the independent members of
the Board and 2 to select the non-independent members of this governing body.
The election of the Board of Directors will take place at the General Meeting of
Shareholders set for February 1, 2016.
The letters sent from the Shareholder candidates have been attached herein.
These are the proposed lists:
The proposed lists for the election of independent members of the Board of
Directors are as follows:
1. Proposal from BRE INVESTMENTS L.P.
Seat
Principal
Alternate
First Seat
Orlando Cabrales Segovia
Jorge Humberto Botero Angulo
Second Seat Juan Carlos Esguerra Portocarrero Luz Helena Sarmiento Villamizar
2. Proposal from PROTECCIÓN S.A.
Principal
José Fernando Isaza Delgado
Alternate
Andres Felipe Mejía Cardona
The proposed lists for the election of the non-independent members of the
Board of Directors are as follows:
1. Proposal from BRE INVESTMENTS L.P.
Seat
First Seat
Second Seat
Third Seat
Fourth Seat
Fifth Seat
Principal
Rafael Miranda
Richard Legault
Carlos David Castro
Harry Goldgut
Eduardo Salgado
Alternate
Jerry Divoky
Sachin Shah
Andres Felipe Crump
Jennifer Mazin
Felipe Pinel
1. Proposal from Empresas Públicas de Medellín.
Principal
Jesús Arturo Aristizábal Guevara
Alternate
Tatyana Aristizabal Londoño
ISAGEN
Resumés
Board Member Candidates
ISAGEN EXTRAORDINARY MEETING OF SHAREHOLDERS 2016
I.
PROPOSED LISTS FOR NON-INDEPENDENT MEMBERS:
1.
PROPOSAL OF BRE INVESTMENTS L.P.
RAFAEL MIRANDA
JERRY DIVOKY
Education
Education
-
Bachelor of Arts in Industrial Engineering of
Universdiad de Comillas, Madrid.
Master of Quantitative Management Methods of the
EOI Business School.
-
Master of Business Administration - MBA- of the
University of British Columbia.
Bachelor of Arts in Economics of the University of
Victoria.
Head of the CFA Institute, as Certified Financial
Analyst
Professional Experience
-
Chairman of Acerinox S.A.
Chairman of Hispania Activos Inmobiliarios S.A.
Chairman of Honor de Eurelectric, the European
Electricity Association.
Chairman of the Association for the Progress of
Management (APD, for the Spanish original).
Chairman of the Social Council of Universidad de
Burgos
Chairman of the Spanish Council of INSEAD
Business School.
Board Member of Brookfield Infrastructure Partners.
Former Board Member of Enersis.
Former Director General and Chief Executive
Officer of Endesa España.
Former Chairman of the Endesa Foundation.
Professional Experience
-
-
-
Senior Portfolio Manager of the infrastructure group
at British Columbia Investment Management
Corporation (bcIMC) in Canada.
Supervisor of private investing in infrastructure
assets, mainly through direct investments.
Worked in investment banking in Europe, mainly on
topics of energy infrastructure acquisition in the
region.
Experience on Boards of Directors. He has been an
alternate member of Transelec Norte S.A. and
Transelec S.A.
RICHARD LEGAULT
SACHIN SHAH
Education
Education
-
Accountant of the University of Quebec.
Member of the Canadian Institute of Chartered
Accountants (CPA, CA).
-
Bachelor of Arts in Trade of the University of
Toronto.
Member of the Canadian Institute of Chartered
Accountants (CPA, CA).
Professional Experience
Professional Experience
-
-
Senior Managing Partner of Brookfield Asset
Management.
Chairman of Brookfield Renewable Energy
Partners.
Supervisor of the platform of companies for the
generation of renewable energy and electrical public
utilities of Brookfield.
Board of Directors Experience: Chairman of the
Board of Transelec S.A., Board Member of the CD
Howe Institute, QG100 and member of the
Investment Committee and the Steering Committee
of Brookfield Health and Safety.
-
Senior Managing Partner of Brookfield Asset
Management.
Chairman of Brookfield Renewable Energy Partners.
Supervisor of the Renewable Energy Group on the
global level.
CARLOS DAVID CASTRO
ANDRES FELIPE CRUMP
Education
Education
-
Industrial Engineer of Universidad de Los Andes.
MSc in Finance of the London Business School.
-
Bachelor of Arts in Law of Universidad de los Andes.
Master of Law - LLM- of Columbia University.
Master of Finance.
Professional Experience
Professional Experience
-
Senior Vice President of Brookfield Infrastructure
Group.
Manager of Brookfield for Colombia.
Alternate Director of Sociedad Concesionaria
Vespucio Norte Express S.A.
Former Chief Financial Officer of Colombian
companies Carulla Vivero S.A. and Corpacero S.A.
Worked at the International Finance Corporation
(IFC) in Washington D.C. and Sao Paulo.
-
Senior Vice President of Brookfield Infrastructure
Group in the group of Mergers and Acquisitions.
Supervisor of legal and transactional activities of the
group for South America.
Consultant of mergers, acquisitions and operations
on the capital market.
Director of Sociedad Concesionaria Vespucio Norte
Express S.A. and Sociedad Concesionaria Túnel
San Cristóbal S.A.
HARRY GOLDGUT
JENIFFER MAZIN
Education
Education
-
Attorney -LL.B- of Osgoode Hall Law School of the
University of Toronto.
Professional Experience
-
Senior Managing Partner of Brookfield Asset
Management
Chairman of the Group of Energy and Public
Utilities.
-
Attorney of the Universidad de Los Andes.
Professional Experience
-
Senior Vice President and General Counsel of
Legal Director of Brookfield Renewable Energy
Partners.
-
Active agent in the restructuring of the electric power
industry in Ontario, Canada, for which he has been
a Member of the Government Committee of
Electricity Market Design, the Energy Advisory
Committee, the Clean Energy Work Group and the
Ontario Board of Energy.
-
Supervisor of the legal affairs of the renewable
energy group, including transactional activity,
corporate governance and public reporting.
EDUARDO SALGADO
FELIPE PINEL
Education
Education
-
-
Bachelor of Science in Industrial Engineering and
General Systems Theory of the Monterrey Institute
of Technology and Higher Education in Mexico.
Master of Business Administration - MBA of
Wharton School of the University of Pennsylvania.
-
Bachelor of Arts in Law by the Rio de Janeiro State
University.
Master of Business Administration - MBA - of the
Getulio Vargas Foundation.
Professional Experience
Professional Experience
-
-
-
Senior Vice President of the group of Mergers and
Acquisitions of Brookfield Renewable Energy
Partners.
Supervisor of investment activities in renewable
energy and advisor of the asset management and
operations teams.
Alternate member of the Board of Directors of the
Empresa de Energía de Boyacá (EBSA) in
Colombia.
-
-
2.
Managing Partner of Brookfield Asset Management
Senior Vice President of Corporate Operations for
Brookfield Renewable Energy Group.
Supervisor of the team of professionals in charge of
providing support for the group's continental
platforms, support for teams in new markets to share
best practices in operations, health, safety,
environmental
management,
information
technologies and project development.
Former Director General for the platform of
Brookfield Renewables in North America.
Principal Member of the Board of Directors of the
Empresa de Energía de Boyacá (EBSA) in
Colombia.
PROPOSAL OF EMPRESAS PÚBLICAS DE MEDELLÍN.
JESÚS ARTURO ARISTIZÁBAL GUEVARA
TATYANA ARISTIZÁBAL LONDOÑO
Education
Education
-
Civil Engineer of the Universidad Nacional de
Colombia, specialized in Roads and Transport.
Professional Experience
-
Medellín's Deputy Mayor for Housing, Mobility
Infrastructure and Sustainability.
Acting Mayor of the Medellín City Hall on 10
occasions.
-
Business Administrator of the Universidad EAFIT.
Professional Experience
-
Vice-Chairman of Finance at Almacenes Éxito.
Chief Financial Officer, Manager of the Financial
Planning Department, and Planning Analyst at EPM.
Experience in corporate risk management.
-
-
-
Director of the Administrative Planning Department
of Medellín.
Director of Energy, Manager of Energy Generation,
Administrative Manager, Assistant and Acting CEO
of Empresas Públicas de Medellín (EPM).
Acting General Director of the Medellín Metro.
CEO of Empresa Antioqueña de Energía (EADE),
Empresas Varias de Medellín, Corporación Forestal
de Antioquia, and Fondo Prestacional de Antioquia.
Administrative and Service Director of the Medellín
Metro.
Secretary of Government and Public Works for the
Department of Antioquia.
President of the Universidad de Antioquia and the
Politécnico Colombiano Jaime Isaza Cadavid.
Acting Director of Departmental Improvements in
Antioquia.
General Director of CORPAUL.
Member of the Medellín City Council.
Experience in corporate risk management.
Board of Directors Experience: Currently a Board
Member of ISA, Hidroeléctrica Ituango, Parques del
Río, member of the Steering Committee of the
Metropolitan Technological Institute.
-
Board of Directors Experience: Currently a Board
Member of Protección, Grupo Malco, Fundación
Fraternidad Medellín, Fundación Éxito, Distribuidora
de Electricidad del Sur. Has been a Board Member
at EPM, Almacenes Éxito, Carulla, DECA II,
Centrales Eléctricas del Norte de Santander.
II.
PROPOSED LISTS FOR NON-INDEPENDENT MEMBERS:
1.
PROPOSAL OF BRE INVESTMENTS L.P.
ORLANDO CABRALES SEGOVIA
JORGE HUMBERTO BOTERO
Education
Education
-
Lawyer of the Pontificia Universidad Javeriana.
Master's in Philosophy, Boston College.
Professional Experience
-
-
Vice-Minister of Energy of the Ministry of Mines and
Energy.
President of the National Hydrocarbon Agency.
Legal Affairs Vice-President for Latin America, Legal
Director, Senior Lawyer, Executive Advisor of the
Presidency and Political Analyst of BP Energy
Company Colombia.
Legal Advisor for Ecopetrol.
Experience in corporate risk management.
Board of Directors Experience: Malterías de
Colombia, Aluminios Reynolds S.A., Astilleros
Vikingos S.A., Oleoducto Central S.A. (OCENSA),
Corporación Excelencia en la Justicia, Casa
Editorial El Tiempo, ISA and ISAGEN.
-
Lawyer of the Universidad de Antioquia.
Professional Experience
-
Executive President of FASECOLDA.
Executive Director of the World Bank Group.
Minister of Commerce, Industry and Tourism.
President of ASOBANCARIA.
Founder and President of ASOFONDOS.
President of Banco Cafetero.
Legal Secretary to the President of the Republic.
Legal Affairs Vice President of the Asociación
Nacional de Industriales (ANDI).
Advisor to the Board of Directors of Banco
Davivienda.
Advisor to the Steering Committee of the Excelencia
de la Justicia Corporation.
Experience in corporate risk management.
Board of Directors Experience: Banco Cafetero,
Banco de Colombia, Corporación de Ahorro y
Vivienda Colmena, Bancoldex, Instituto de Fomento
Industrial, Proexport, Empresa de Energía de
Bogotá, Empresas Públicas de Medellín, Empresa
de Telecomunicaciones de Bogotá, Compas,
Operadores Portuarios, CPKP and ISAGEN.
JUAN CARLOS ESGUERRA PORTOCARRERO
LUZ HELENA SARMIENTO
Education
Education
-
Lawyer of the Universidad Javeriana.
Specialist in Socioeconomic Sciences of the
Universidad Javeriana.
Master of Law of Cornell University, United States.
-
Professional Experience
-
Geologist of the Universidad Industrial de
Santander.
Specialist in Conflict Resolution of the Universidad
Javeriana.
Master of Environmental Assessment and
Management of the Universidad Sergio Arboleda.
Master of Development Practices and Management
of the Universidad de los Andes.
Specialist in Disaster Relieve and Prevention of the
Universidad Sergio Arboleda.
-
Minister of the Interior and Justice.
Ambassador of Colombia to the United States of
America.
National Defense Minister.
Associate Judge of Colombia's Constitutional Court
and Council of State.
Delegate to the National Assembly.
Ad Hoc Judge for the Inter-American Court of
Human Rights.
Vice Minister and General Secretary of
Communications.
Professor for the Law departments of various
universities.
Registered member of the Colombian Academy of
Jurisprudence.
Partner at the firm Esguerra Barrera Arriaga.
Experience in corporate risk management.
Board of Directors Experience: Mapfre Seguros
Generales de Colombia, Mapfre Colombia Vida
Seguros, Chubb de Colombia Compañía de
Seguros, Instituto Nacional de Radio y Televisión,
Empresa Nacional de Telecomunicaciones S.A and
ISAGEN.
2.
Professional Experience
-
Minister of the Environment and Sustainable
Development.
General Director of the National Authority of
Environmental Licenses (ANLA).
Director of the Ministry of the Environment, Housing
and Territorial Development.
Socio-environmental consultant at the InterAmerican Development Bank (IDB).
Head of the Coal Division of Cerrejón.
Director of External Relations for Ecopetrol.
Occupational Health Manager for Termo Santander.
Experience in corporate risk management.
PROPOSAL OF PROTECCIÓN S.A.
JOSÉ FERNANDO ISAZA
ANDRÉS FELIPE MEJÍA
Education
Education
-
Electrical Engineer of the Universidad Nacional de
Colombia.
Master of Theoretical Physics of the same
university.
Master of Mathematics of the University of
Strasbourg, France.
Honors Degree in Engineering and Honorary Doctor
of the Universidad de Caldas and the Universidad
Nacional de Colombia.
Professional Experience
-
President of the Jorge Tadeo Lozano University.
Professor of the Universidad Central.
Executive President of the Compañía Colombiana
Automotriz.
Minister of Public Works and Transportation.
President of Ecopetrol.
CEO of the Instituto de Fomento Industrial (IFI).
Executive President of Coldeaceites and Fedemol.
-
Bachelor of Economics, Michigan University.
Master of Administration of the Universidad EAFIT,
Medellín.
Diploma in Strategic Planning of the University of
Barcelona.
Upper Management studies of the Universidad de
los Andes and EXPRO program in International
Business of the Rotterdam IBS, Holland.
Professional Experience
-
General Director of Mecánicos Unidos.
Experience in corporate risk management.
Board
of
Directors
Experience:
EDATEL,
Protección, Sufinanciamiento, Fabricato, ISA,
Internexa,
XM
and
ISAGEN.
Business
Administration from the Universidad EAFIT.
-
Head of the Infrastructure Unit and of the Energy
Division of the National Planning Department.
Consultant to the United Nations University and the
World Bank.
Experience in corporate risk management.
Board of Directors Experience: Ecopetrol, Carbocol,
Empresa de Energía de Bogotá, Banco de Bogotá,
Corporación Financiera Colombia, member of the
Steering Committee of Universidad Jorge Tadeo
Lozano and ISAGEN.
Doctor
LUIS FERNANDO RICO PINZÓN
Chief Executive Officer
ISAGEN S.A. E.S.P.
Carrera 30 No. 10C-208+
Medellín
Re: Acceptance of the Independent nomination to the ISAGEN Board of Directors
and delivery of the completed questionnaire.
Nominated by Dr. Rico:
Hereby, I accept the nomination to serve as an independent member of the
ISAGEN S.A. E.S.P. Board of Directors, which is to be submitted to the
consideration of the Extraordinary General Meeting of Shareholders called to be
held on February 1, 2016.
I express that I understand the criteria of independence as expressed in
Paragraph 2 of Article 44 in Law 064 / 2005, which are presented and
complemented in Section 2 of the ISAGEN Corporate Governance Code*. I have
filled out and submit the forms to ensure compliance with the regulations on multifunds and the exercise of political rights on behalf of the Pension Fund
Administrators.
Likewise, I declare that I fulfill the necessary qualities in order join the Board of
Directors of the Company and that I know the different documents of the
Corporate Governance that regulate the positions of authority and decisionmaking processes, recognize the rights of shareholders and investors and
promote transparency of our management.
Cordially,
Orlando Cabrales Segovia
C.C. No. 804174522
‘Article 5.2 of ISAGEN's Corporate Governance Code adds the following to the
Independence criteria established in Law 964 / 2005:
*ISAGEN does not consider the following independent:
(…)
7. The person is a partner or employee of a supplier of goods or services, when
the value of the goods or services acquired represents more than twenty percent
(20%) of ISAGEN's operating expenses or they represent twenty percent (20%)
or more of the revenue of the supplier of goods or services.
8. The person is a partner or employee of a client when the revenue from
purchases represents more than twenty percent (20%) of ISAGEN's total sales."
Version 2, January 12, 2016
QUESTIONNAIRE FOR NOMINATING AND/OR ELECTING MEMBERS OF
THE BOARD OF DIRECTORS.
The completion of this questionnaire is done at the request of the Administrators
of the Pension Funds of the Individual Savings System, hereafter AFPs
PROTECCION, PORVENIR. COLFONDOS AND OLD MUTUAL, by ORLANDO
CABRALES SEGOVIA, potential Candidate for the ISAGEN Board of Directors,
legal entity in which Obligatory Pension Funds and/or Severance Payment Funds
are shareholders1.
In order to respond to the following questions, the Candidate must consider the
list of legal entities and companies related to each AFP, according to the
APPENDICES of this document.
Except in the case of reelection as an independent member of the Board, are you
or have you been an employee or manager (member of the Board of Directors or
registered agent) of the AFPs, subordinate entities (affiliates or subsidiaries) or
controlling companies of the AFPs or subordinate or controlling companies of the
entities involved with the AFPs in the last year?
YES NO X Which entity? In relation to the AFP,
Are you a shareholder who, directly or by virtue of an agreement, directs guides
or controls the majority of the voting rights, or who determines the majority of the
administrating bodies of the AFPs or its affiliates?
YES NO X Which entity? In relation to the AFP,
Are you a partner or employee of an entity that provides consulting services to
the AFPs, its affiliates or companies that belong to the same economic group as
the AFPs2, when the revenue from this account represents twenty percent (20%)
or more of their operational revenue?
YES NO X Which entity? In relation to the AFP,
Are you an employee or manager of a foundation, association or company that
receives donations representing more than twenty percent (20%) of that received
by the respective institution from the AFP or its affiliates?
YES NO X Which entity? In relation to the AFP,
Have you received a different remuneration from the professional fees as a
member of a Board of Directors, an audit committee or any other committee
created by the Board of Directors, the AFPs or its affiliates, which this
remuneration represents 20% or more of the total revenue received from
professional fees during the last year?
YES NO X Which committee? In relation to the AFP,
Do you have sufficient time available to exercise as an active and efficient
participant in meetings of the Board of Directors as an independent member?
1
This questionnaire is done in order to fulfill that established in Articles 2.6.13.1.5 and 2.6.12.1.13 of Decree 295 / 2010, incorporated in Title 12 of Book 6,
Part 2, Decree 2555 / 2010, modified by Decree 857 / 2011.
2
Economic Group. The Superintendence of Companies, through measure 2020-021321 from February 13, 2011, established that corresponding to “one of
the modalities that the conglomerates can be structured in, and because of this, we understand that through lacking a purposeful and directed unity, the
determining proposal of the business groups are stipulated under Articles 260 and 261 of the Code of Commerce,” which references subordinates and their
assumptions, respectively.
Version 2, January 12, 2016
YES X NO
Have you mentioned the number of Board of Directors that you are a part of?
4
How many times have you been elected by the AFPs to be a member of this
Board of Directors?
2
This questionnaire was completed on January 27, 2016.
Sincerely,
ORLANDO CABRALES SEGOVIA
C.C. No. 804174522
Version 2, January 12, 2016
APPENDIX
OF THE QUESTIONNAIRE FOR NOMINATING AND/OR ELECTING THE
MEMBERS OF THE BOARD OF DIRECTORS.
Entities affiliated with the AFP. According to the applicable rules, the entities
affiliated with the AFP consider the following:
The subordinate entities or controlling companies of the AFP:
The shareholder(s) or real beneficiaries of five percent (5%) or more of the shares
in the AFP or who has the capacity to designate a member of the board:
The companies where the AFP is a shareholder or real beneficiary of five percent
(5%) or more of the shares therein, or those that have the capacity to designate
a member of the board. (This excludes people who are designated to exercise
the political rights that correspond to the investments made to the obligatory
pension funds that are administrated by the AFPs.):
The companies where shareholders with 5% principal or more of the AFP have
5% principal or more, or those that have the capacity to designate a member of
the board:
Companies that are a part of the same Economic Group of the AFP:
Entities connected to the AFP:
The subordinate entities or controlling companies of the AFP’s affiliates:
The associations or companies that provide consulting services to the AFP,
entities that pertain to the same economic group or its affiliates:
The companies where the registered agents of the AFP and their affiliates are
board members:
The foundations, associations and companies that receive more than 20% of the
total of their donation from the AFP or its affiliates.