Administration
Board of directors
Rafael Olivella Patrimonial member since 2020
Eduardo Pizano. Independent member since 2017
Jorge Mario Velásquez Chairman of the Board of Directors. Patrimonial member since 2016
José Manuel Restrepo Independent member since 2023
Alejandro Piedrahita Patrimonial member since 2016
Juanita Mesa Independent member since 2023
Andrés Escobar Independent member since 2023
Rafael Olivella Patrimonial member since 2020
Eduardo Pizano. Independent member since 2017
Jorge Mario Velásquez Chairman of the Board of Directors. Patrimonial member since 2016
José Manuel Restrepo Independent member since 2023
Alejandro Piedrahita Patrimonial member since 2016
Juanita Mesa Independent member since 2023
Andrés Escobar Independent member since 2023
To review the information of the members of our Board of Directors click on the buttons.
Board Meeting Attendance
In 2023, 14 meetings of the Board of Directors were held.
The average attendance of our Board of Directors in 2023 was 82,65%, due to the change of three members of the Board of Directors in april 2023.
Average tenure
Our Board of Directors average tenure in 2023 was 3,71 years, due to the change of three members of the Board of Directors in april 2023.
Board Mandates
In accordance with Colombian legislation, in stock companies, no one can be appointed to or simultaneously hold a position as Director on more than five boards, provided they accept them. In accordance to the legislation, Celsia restrict the participation of the members of its Board of Directors to a maximum of 4 other boards.
See the independence criteria of Board of Directors
In accordance with the statutory reform approved by the General Assembly of Shareholders of Celsia S.A. E.S.P. on March 27, 2019, the period of the Board of Directors of the company will be for one year. This would allow the shareholders to review year by year the management of the members of the Board of Directors and opt for their re-election or change if required.
All members of the Board of Directors are independent according to RobecoSAM criteria.
Skill matrix
| Board of director skill matriz | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Skill, experience and expertise | Diversity | ||||||||||||||
| Director | Other boards in experience | Risk | Internal control | Corporate finance | Trading/Comercial Issues | Utilities sector | Crisis Management | Legal | ESG experience | Gobernment/public policy | Ethics quality | International experience | Cyber Security | geographic | Gender |
| Jorge Mario Velásquez | M | ||||||||||||||
| Alejandro Piedrahita | M | ||||||||||||||
| Refael Olivella | M | ||||||||||||||
| Eduardo Pizano | M | ||||||||||||||
| Juanita Mesa | F | ||||||||||||||
| José Manuel Restrepo | M | ||||||||||||||
| Andrés Escobar | M | ||||||||||||||
Remuneration of the Board of Directors
The General Shareholder’s Meeting approved for the period between April 2024 and March 2025, a monthly fee of COP 9.300.000 per Board and COP 9.300.000 for Board Committees. People connected with Grupo Argos SA receive no compensation for their participation in Board Committees.
Assessment of the Board of Directors
Support Committees
To attend in a more effective manner its responsibilities, the Board of Directors has three permanent committees that provide support regarding the establishment of policies and actions to improve social management.
These three committees are: Sustainability and Coporate Governance Committee and Appointment and The Audit, Finance and Risk has only management functions, it is not a decision making body, contrary to the Governance and Remuneration Committees which, in specific occasions may be delegated with decision making capacities by the law, the articles of association/by-laws or the Board of Directors.
These committees are formed by three (3) members of the Board of Directors, who shall be appointed by the Board itself. At least one (1) of the three (3) members must be independent, without prejudice to the minimum number of independent members who by Law must form the Audit Committee.
- The Audit, Finance and Risks Committee shall meet at least quarterly or as indicated by the Law or the Bylaws, or when the needs so warrant. The Corporate Governance Committee, shall meet at least once every six months, or when the needs so warrant.
Members: Eduardo Pizano, José Manuel Restrepo y Andrés Escobar. - The Appointment and Remuneration Committee shall meet with the same minimum frequency.
Members: Jorge Mario Velásquez, Rafael Olivella y Eduardo Pizano. - The Sustainability and Corporate Governance Committee: shall meet at least twice a year or when the needs so warrant.
Members: Jorge Mario Velásquez, Rafael Olivella y Juanita Mesa.
*All members of the Audit, Finance and Risks Comittee are independent.
For more information about committees functions, click here.
Management team
Remuneration of the Management team
In 2022, total compensation (including variable compensation) was $16,854,647,837, of which $5,546,138,293 corresponds to variable compensation.
Representatives
Corporate auditing
Sandra Liliana Romero Bedoya
Public Accountant of the University of Medellín, specialist in Risk Management and Insurance at EAFIT University and Certified Internal Auditor – CIA, awarded by the Institute of Internal Auditors and completed the Management Development Program at the INALDE Business School (PDD).
He has more than 20 years of experience in auditing, six of which worked at Pricewaterhouse Coopers, taking the last position as Senior Auditor. He has been part of the Internal Audit of Celsia since 2008.
Statutory Auditor in charge of KPMG S.A.S. for the period april 2024 – march 2025:
COP 198.299.922 plus VAT
Corporate documents
Cybersecurity Policy
Establish all the organizational, technical, physical and legal measures to identify, protect, detect, respond to and receive critical cyber assets in order to achieve compliance with the laws, rules and regulations in effect that apply to the Organization.
Relationship Policy between companies linked to the Argos Business Group
This Policy aims to establish the rules and principles which must observe the companies that are part of the Argos Business Group, its directors, administrators and employees, both in their economic, legal, administrative and operational relationships, to seek to contribute to the strengthening of the value of business, the preservation of the reputation, identity consolidation organizational and unifying criteria.
Gender equality policy
Celsia and its affiliated companies, in accordance with its human rights and diversity and inclusion policies, promotes gender equality as a key element of its organizational culture.
Management of transactions with affiliated companies policy
Grupo Argos is a conglomerate of companies committed to generating sustainable value in the long term, by adopting and implementing high standards of corporate governance and a balanced vision of the sustainability of the business organization.
Occupational Health and Safety Policy
For the Organization’s energy generation, transmission, distribution, commercialization, aqueduct, sewerage, natural gas, Internet and social-development activities, Occupational Health and Safety are life values, which commit us to achieve zero fatalities, reduce serious incidents, prevent injuries, labor illnesses and emergency situations, ensuring safe, healthy work conditions and facilitating employee consultation and participation.
Respect Policy
At Celsia and its related companies, we practice a culture of principles and values in which respect is the basis of our relationships, establishing mechanisms and tools to prevent and immediately solve workplace harassment, whether it is moral, sexual, psychological or any other type and all other actions that adversely affect the dignity of the organization’s employees and people who directly or indirectly provide services to us.
Read Workplace and Sexual Workplace Harassment Prevention and Support Protocol
Diversity policy
Grupo Argos and its subsidiaries promote and value diversity, inclusion and the principle of equal opportunities in the workplace. It strives for equal and transparent treatment of all its employees, recognizing that diversity allows us to learn from differences, generating sources of competitive advantage.
Antitrust Policy
At Celsia S.A. E.S.P. we are committed to free and fair economic competition, understood as participation in the markets that are free from behaviors that, individually (unilaterally) or via agreements, prevent, restrict or impede the natural development of variables and conditions of competition.
Purchase and Hiring Handbook
This Manual contains the standards and policies that require compulsory compliance in the process of acquiring goods and services for Celsia S.A. E.S.P.
The provisions contained herein are complementary to Celsia’s Corporate Code of Conduct and Anti-fraud Policy, therefore, these documents are of compulsory compliance on the part of Celsia’s employees, as well as suppliers of goods and services.
Sustainability Policy
This Manual contains the standards and policies that require compulsory compliance in the process of acquiring goods and services for Celsia S.A. E.S.P.
The provisions contained herein are complementary to Celsia’s Corporate Code of Conduct and Anti-fraud Policy, therefore, these documents are of compulsory compliance on the part of Celsia’s employees, as well as suppliers of goods and services.
- Responsible definition of guidelines in this matter: Sustainability Committee of the Board of Directors.
- Responsible for the management of the policy: Sustainability Leader who is part of the Vice Presidency of Corporate Affairs.
Environmental Policy
Celsia recognizes the importance of environmental conservation and the rational use of natural resources, by promoting the use of low-carbon energy and diversifying its offering of products and services to improve people’s quality of life.
Social Policy
Through this policy, Celsia defines the framework of action for employees and establishes the relations principles for social management, based on respect, transparency and building trust, always giving their best to grow together.
Personal Data Processing Policy
Celsia S.A. E.S.P. in compliance with Law 1581 of 2012, and Regulations Decree 1377 of 2013, that regulate the collection and processing of personal information, emits the following document that develops the personal information processing policies of the Company.
Fraud, Bribery and Corruption Risk Management Policy
Under development of the Code of Business Conduct, Celsia S.A. E.S.P. (hereinafter Celsia or the Company), has decided to implement a system to manage the risk of Fraud, Bribery and Corruption, with the goal of establishing control measures aimed at preventing their occurrence.
Tax Policy
the Companies adopt a strategic vision regarding optimal operating schemes and fiscal optimization in order to maximize value creation, taking advantage of the tax benefits whilst achieving business sustainability, all of these under a close observation of the law. A proper, efficient and organized fiscal policy mitigates the risks that arise from tax application.
Information Segurity Policy
- Information Security Policy
- Policy for Classification and Control of Information Assets
- Policy for Acceptable Use of Information Resources and Assets
- Policy for Handling and Managing Risk in Information Security
- Staff Liability Policy
- Physical Security and Environment Policy
- Information Access Control Policy
- Policy for Management of Information Security Incidents
- Policy for Management of Telecommunications and ICT Infrastructure
- System Acquisition, Development and Maintenance Policy
- Legal Regulations and Compliance Policy
Quality Policies
To provide services of generation and trading of electric energy and gas natural trading characterized by punctuality, availability and reliability of generation resources, compliance with legal and regulatory requirements, and agreements made with our customers, seeking continual improvement of processes and with the participation of relevant partners.
SIPLA
Celsia S.A. E.S.P. is a public limited company, public services supplier, issuer of ordinary shares and ordinary bonds registered on the Colombian Stock Exchange (“BVC”) and which circulate in a dematerialized manner.
Human Resources Policy
This is a compendium of Human resources policies, which aims to establish a framework of action so that the employment relationship is built, developed, and maintained in an environment conducive to high performance and commitment, which contributes to the development of personnel and the
generation of company value.
Human Rights Policy
Celsia, in line with our corporate strategy, declares our commitment to respect and promote Human Rights. We promise to carry out our business operations in keeping with the Universal Declaration of Human Rights and in accordance with the regulatory systems applicable in the countries where we conduct business activities. These regulations and principles will continue to guide our actions, how we achieve results, and the Company’s sustainability.
By-laws
Click on the link to see the complete document of Our Bylaws.
Risk Management Policy
The Argos Business Group is committed to the value generation and sustainability of the businesses it is involved in, so comprehensive risk management is a top priority for the companies’ employees.
Code of Good Corporate Governance Celsia
The Board of Directors for Celsia S.A. E.S.P. (hereinafter, “Celsia” or the “Company”) addressing the rules governing the public securities exchange in Colombia, but above all, aware of the importance of good corporate governance to its Shareholders, Investors and other Stakeholders, approves the Corporate Governance Code, which aims to reflect the philosophy and practices established that in this area will govern their performance.
Code of Business Conduct
The Code of Business Conduct is a guide of behavior which complements our sensible and common sense criteria, to help us to adopt conducts making us proud and tending to the maintenance of a positive image of Celsia. Such Code drives us to responsibly encourage the generation of value. Thus, our Code of Business Conduct is a tool helping us to behave with the Integrity at every time as inspiring principle of the actions of Celsia
Anual report of corporate governance 2023
Anual report of corporate governance 2022
Anual report of corporate governance 2021
Anual report of corporate governance 2020
Anual report of corporate governance 2019
Anual report of corporate governance 2018
Anual report of corporate governance 2017
Best practices Celsia
In order to comply with the requirements of the supervising entities, and as good governance practice, Celsia S.A. E.S.P. provided the Superintendencia Financiera with the “Código País” Survey.
Click here for the “Código País” Survey of 2023
Click here for the “Código País” Survey of 2022
Click here for the “Código País” Survey of 2021
Click here for the “Código País” Survey of 2020
Click here for the “Código País” Survey of 2019
Click here for the “Código País” Survey of 2018
Click here for the “Código País” Survey of 2017
Click here for the “Código País” Survey of 2016
Click here for the “Código País” Survey of 2015
Click here for the “Código País” Survey of 2014
Click here for the “Código País” Survey of 2013
Click here to acces the Superintendencia Financiera de Colombia.
Carbon Disclosure Project
It is an international non-profit organization that offers a global disclosure system on the environmental management of companies. More than 4,500 organizations report their environmental impact data to this organization.
Celsia is part of this report and in 2015 obtained 90 points in Disclosure (supply and quality of information) and D in actions to address risks and opportunities in climate change.
International Center of Hydraulic Energy
The ICH is an institution supported by the Norwegian government that promotes the development and utilization of hydropower resources. It is internationally recognized as an organization with the ability to acquire and share knowledge and experience in order to strengthen the energy sector.
Colombian Association of Generators (Acolgen)
A trade union organization made up of companies that generate electrical energy.
National Association of Public Services and Communications Companies (Andesco)
Entity that associates the most important companies in the supply chain of electricity in Colombia and suppliers of goods and services in the electricity industry, it promotes the development, productivity and competitiveness of the sector and is a non-profit organization.
Corporation Research and Technological Development centre – Colombian electricity sector (CIDET)
Entity that associates the most important companies in the supply chain of electricity in Colombia and suppliers of goods and services in the electricity industry, it promotes the development, productivity and competitiveness of the sector and is a non-profit organization.
National Association of Entrepreneurs of Colombia (ANDI)
A non-profit organization working towards spreading and stimulating the conditions necessary for a healthy free market system.
Icontec
Non-profit entity that provides services of standardization, education, evaluation and accreditation, among others, to different economic sectors.
Colombian CIER Committee (COCIER)
A non-profit organization that groups together companies in the electric industry of Colombia. It promotes the integration and exchange of experiences within the industry companies.
Commission of Regional Energy Integration (CIER)
Nongovernmental entity that integrates electricity companies and nonprofit agencies related to national electricity sectors of the ten Latin American countries.
The National Operation Council (CNO)
Work to agree on the technical aspects to ensure the safety, reliability and economy of operation of the National Integrated System. It is the executor of the regulations of operation.
Colombian Safety Council (CCS)
Nonprofit association that runs scientific and technological activities for the promotion, dissemination, adaptation, implementation and operation of technologies for industrial safety, occupational health and environmental protection. ocupacional y protección ambiental.