Corporate Governance
At Bancolombia Group we understand Corporate Governance as the set of principles, policies, practices and measures of the management, administration and control aimed at creating, encouraging, strengthening, consolidating and preserving a transparency based organizational culture.
Our model
At Bancolombia Group we have a set of transparency, ethics, Corporate Governance, internal control and risks practices that allow us ensuring a good and sustainable Corporate Governance model that generates confidence to all our stakeholders and guarantees the sustainability of the businesses of the companies across the countries where we are present.
Along our history we have founded the decision making process on sound, ethical and transparency principles, and our culture is a system of institutional values that are reflected on our actions to generate coherence among what we think, we say and we do.
All the companies across the coutries where we are presentapply the good corporate governance principles and policies, which allow us to:
- Assign clear responsibilities to our directive and administrative areas.
- Acknowledge and consolidate relationships with stakeholders.
- Attain solid systems for issues related with risk management, internal and financial affairs, accounting and administration control, and process management.
- Seek balance between conflicting interests.
- Ensure that all the benefits for our stakeholders, derived from the financial results have the fundamental premise of value generation.
- Resolve differences on a peaceful manner.
- Generate trust to our control bodies and supervisors.
Documents of Interest
Herein below there are files that support our goal to create an Ever More Human Banking environment, in which both, ethics and transparency, are always present.
Bylaws
The regulation of the Colombian Code of Commerce enforces the corporations to enact corporate bylaws which serve as regulatory framework for the operation of areas of all the corporations and, in turn, abiding to applicable standards.
Country Code Survey
At Bancolombia, as issuers of the securities market, we report on an annual basis the compliance with measures contained in the Corporate Governance Country Code established by the Superintendence of Finance through a survey designed by this surveillance entity. Herein below exhibited you may find the latest results disclosed by the bank:
Wolfsberg questionnaire
Wolfsberg Group is a worldwide bank association intended to develop standards and principles of the financial services industry for policies to fight money laundering and financing of terrorism. At Bancolombia Group, we abide to the Wolfsberg Questionnaire in order to check how we are aligned with these principles.
Good Corporate Governance Code
The Good Corporate Governance Code tis intended to reflect the philosophy and establish the practices and policies on Good Governance that should govern all activities of employees in all our companies, especially with regards to relations between the administration, the Board of Directors, shareholders and other groups with interest in in our institution’s good performance.
Within this code, the Rules of Operation of the Shareholders’ General Meeting and the Rules of Operation of the Board of Directors have been incorporated in sections 2 and 3, respectively.
Patriot Act
The USA Patriot Act law, makes it mandatory for the bank institutions domiciled outside USA and that keep international correspondent relationships with an USA bank institutions or USA brokers to provide information about the nature of their business and the level of applicable supervision.
Thus, our Group has filled out the Patriot Act certification.
Form W8 – Ben
The US Internal Revenue Service requires form fulfillment by the foreign accountholders, certifying that they are not residents or citizens of the United States of America. Such form certifies that the individual, business or any other legal entity is foreign non-resident and non-citizen of the USA. At Bancolombia Group we have implemented the Form Form W8 – Ben.
Shareholders
Protection of Shareholders
Find here the available mechanisms to minority shareholders to assert their rights before the Colombian Superintendency of Finance.
Shareholder agreements
To this date, we have not knowledge of any voting trust or shareholders agreement relating the shares, their rights, the exercise of such rights, the administration of the Bank or any related matters.
In the event that the Bank becomes aware of any agreement of this nature, we shall disclose such fact, through the mechanism of “Relevant Events” and through this web page.
Directors and Officers
Board of Directors
Pursuant to the amendment to the corporate bylaws of the bank, approved on March 7th, 2011 by the Shareholders’ General Meeting, our Board of Directors is made up by seven members elected for a two-year period who have been accepted by the Financial Superintendence with regard to their professional actions and their credit history. The current members, appointed on March 16, 2016, are as follows:
Attributes of the Board of Directors members of Bancolombia
These are the Nomination Policies for the candidates to members of the Board of Directors.
Board of Directors Election
The following documents contain information related to the Board of Directors Election.
Additional information
The following documents contain information related to our Board of Directors and Directors:
- Accreditation of Independence
- Policies and Remuneration of the Board of Directors
- Skills and Experience Matrix
- Average Tenure of Board Members
- Diversity and Inclusion Policy
Executive Compensation
Grupo Bancolombia has a model of long-term compensation for the CEO and the executive team whose overall objective is:
To drive long-term thinking in the Organization and to achieve alignment with the shareholder’s and other stakeholders’ interests, aiming at achieving short- and long-term goals, leading to the organization’s sustainability and fostering attraction and retention of the highest talent.
The scheme comprises two systems, one called Short Term with indicators to be defined on an annual basis, focused on the organization’s strategic achievements or challenges throughout the current year, and the second one is called Long Term which is based on compliance with indicators ensuring long-term sustainability, creation of value and alignment with shareholders’ interests.
The model has defined goals which are followed up regularly.
The long term indicator it’s the SVA model. According to the SVA model, the long term payment equivalent to the 30% of the bonus is deposit in an Institutional Voluntary Pension Fund which in representation of the employee invests in Bancolombia’s Shares and which obligates to a 3 year minimum permanence term.
Officers
Negotiation of shares by officers
At Bancolombia, as a Good Corporate Governance practice and adopting the recommendation of the Country Code, we have established a share negotiation procedure for officers.
Subsidiaries Main Officers
Banca de Inversión Bancolombia S.A. Corporación Financiera Legal Representative
Jean Pierre Serani Toro
Committees and Structure
At Bancolombia Group we have four committees that support the performance of the Board of Directors:
- Sound Governance Committee
- Audit Committee
- Appointment, Compensation and Development Committee
- Risks Committee
By clicking here you may see in detail the Committees composition and their functions.
Organizational Structure of the bank and its subsidiaries
This is the organizational structure of Bancolombia Group.
Control Architecture
For Bancolombia Group the control architecture is a vital element of the Good Corporate Governance that gathers issues related with the Internal Control System and the Risk Management System, in such a way that the structure of governance, the policies and internal guidelines can be ensured in alignment with the achievement of strategic goals that we have set.
Internal Control System
In the Group we have an Internal Control System that contributes to the achievement of our goals.
Risks Management System
All risk policies and guidelines of Bancolombia Group companies are contained in the Risk Management System.
Certification of Independence of the external auditor
Subsidiaries
Find the subordinate companies by clicking here.
Ethic
We have based all our actions on ethics.
Committee of Ethics
The purpose of Bancolombia Group´s Committee of Ethics is to build a series of criteria or guidelines that lead the attitude of directors and employees in the face of events within our organization, in such a way tending to the promotion and awareness of corporate principles and values, and turning them into doctrines related with decisions adopted by us. Likewise, this Committee is responsible for the assessment of the application of the Code de Ethics and for defining the mechanisms required for the disclosure and strengthening of decisions or doctrines, thus achieving the highest possible internal ethical standards.
We have only one Committee of Ethics for all the companies of the Group, which is made up by five members:
- The Chief Human Resources Officer of Bancolombia.
- The Chief Administrative Services Officer of Bancolombia.
- The Chief Legal Officer of Bancolombia.
- One representative of the local subsidiaries of the Group.
- One representative of the foreign subsidiaries of the Group.
Permanent guests who can attend the Committee are: the Chief Internal Auditor, the person appointed as Secretary of said committee and the individuals invited for the purpose of reporting and developing the different matters dealt with at the meetings.
Ethics Line
The Ethics Line is a mechanism designed for the employees, strategic allies, suppliers, clients and users in order for them to be able to anonymously report alleged violations to our Code of Ethics, Code of Good Corporate Governance and the Manual for Money Laundering Prevention. As well as the possible improper actions, fraud, corruption and other issues related with the Human Resources areas of the different Bancolombia Group companies.
The claims submitted through the Ethics Line can be made through the telephone lines, e-mail and/or our Bancolombia APP. The channels are enabled 24 hours per day, seven days a week.
¿How to contact the Ethics Line?
- Through the following means:
- Local line: 018000524499
- Medellín line: 4484868
- International lines:
| Country | # 800 Internal |
|---|---|
| Puerto Rico and USA | 1-866-687-6201 |
| Panamá | 008001570076 |
| Spain | 900935711 |
| El Salvador | 503-21133442 |
| Peru | 094 – 3255803 |
e-mail: lineaetica@bancolombia.com.co
2017 Reports to the Grupo Bancolombia's Ethics Line
Denounces and claims reported to the ethics line during 2017 can be consulted in this report.
¿What type of issues can be dealt with or reported through the Ethics Line?
The following can be reported through the Ethics Line:
- False reports.
- Fraud or theft.
- Emblezzlement of assets.
- Manipulation of financial statements.
- Notification of suspicious statements.
- Prevention of money laundering.
- Technological abuse.
- Infringement of laws and regulations.
- Conducts of the bank in connection with shareholders.
- Conducts of the bank in connection with human resource management.
- Disclosure of confidential information.
- Omissions or lack of controls in processes or products.
- Procedures related to the Code of Ethics, Code of Good Corporate Governance, Manual for Money Laundering Prevention and Protocol of Improper Actions.
By clicking here syou will find detailed information.
Code of Ethics
At Bancolombia Group we are committed with the construction of social, environmental and economic shared value. In this process of organizational transformation we will transcend beyond the simple supply of financial services since we seek to:
- Build long-lasting relationships based on the confidence with our stakeholders.
- Accompany life projects.
- Always reaching people based results.
Being responsible for our actions and guided by the corporate values, we have created this Code of Ethics, through which we have defined the action parameters of our collaborators to reflect the coherence between our thoughts and actions, since to us the value of confidence is fundamental and under such premise, it is understood that the application of the Code of Ethics towards all actions sets the essential tone to achieve the transformation posed by us.
This code is supplemented with the different specialized annexes that develop the standards of ethics and conduct in particular as to (i) treasury and stock exchange broker, (ii) collective investment funds management, (iii) supervision and control entities of companies, (iv) money laundering and financing of terrorism risk management. Likewise, all of them are supplementary to the Good Governance Code of the Group.
Code of Ethics Annexes:
- Behavior Norms in Grupo Bancolombia Treasury Offices.
- Ethics and conduct for the area of Assets Management – Administration of Collective Investment Funds.
- Ethics and conduct for the Supervision and Control Entities of the Group companies.
- Ethics and conduct with respect to Money Laundering and Financing of terrorism issues.
Compliance with the Code of Ethics Reports:
Anti-corruption and Anti-fraud
These are the anti-corruption and anti-fraud policies of Grupo Bancolombia:
Tax Policy
At Bancolombia Group, as a social participant with presence in several countries in the region, as an employment generator, a promotor of markets where we are present in, and in our interaction with different stakeholders, authorities and control entities, we have as a fundamental premise our commitment with financing the State and implementing programs that can maximize public policy in benefit of all citizens. Aligned with this purpose, in Bancolombia we contribute in due manner with tax payments in the countries where we are present.