Corporate governance
Since its creation, SOP, has the mission of integrating its skills and resources to convert opportunities from the agricultural sector into successful projects; within a framework of respect for human rights and protection of the environment, to promote the development and sustainability of the area in which it operates and the improvement of the quality of life, all thanks to a highly committed team.
SOP has been gradually and responsibly adopting best corporate governance practices, considering international recommendations and methodologies that include, the OECD corporate governance principles and the Code of Best Practice -Country Code of the Financial Superintendence of Colombia.
REFERENCE FRAMEWORK
The following documents constitute the reference framework for SOP. The order of this list corresponds to the level of prevalence of the definitions contained in them. In the event of a conflict, the provisions contained in the documents shall prevail according to the established order:
1. Minutes of Incorporation of the SOP Company
2. Corporate Governance
3. Strategic Plan SOP 2020 - 2025
4. Management Plan and Results 2020
5. SOP Internal Work Regulations
RIGHTS, DUTIES AND EQUITABLE TREATMENT
SOP recognizes and respects the rights of all its shareholders regardless of the value of their investment or the number of shares they represent.
SOP provides equal treatment in terms of requests, complaints, claims and requests for information, to all shareholders. No shareholders shall have privileged access to information over other shareholders.
SOP shareholders, their legal representatives, investors, or project partners, as well as their senior managers, must follow the highest ethical standards and comply with all local laws and regulations in connection with anti-corruption and anti-bribery.
GENERAL SHAREHOLDERS' MEETING
By decision of the General Shareholders' Meeting, SOP created the Executive Committee which is the highest administrative body of the Company. The Executive Committee is made up of the founding partners of the Company, it is develops strategic direction, supervision of key issues, and acts as controller of the ordinary course of business and governance.
In line with the Minutes of Incorporation of SOP, the General Manager is the Company's Legal Representative and will be responsible for celebrating or executing all the acts and contracts included in the corporate purpose or that are directly related to the existence and operations of the Company.
ADMINISTRATION
Executive Committee
By decision of the SOP Shareholders Assembly, the Executive Committee was created as the highest administrative body of the Company. The Executive Committee is made up of the founding partners of the Company, it is in charge of the general functions of strategic direction, supervision of key issues, and audit of the ordinary course of business and governance. For the exercise of its functions, the Executive Committee can create thematic committees to which it can delegate certain functions.
General Manager, Legal Representative of the Company
In accordance with the SOP Minutes of Incorporation, the General Manager, as the Company's Legal Representative, will be responsible for celebrating or executing all of the acts and contracts included in the corporate purpose or that are directly related to the existence and operations of the Company. There is a limit amount equivalent to 150x the Legal Monthly Minimum Wage in Colombia.. For any contracts above this threshold, the General Manager must seek authorization from the General Shareholders Assembly . The General Shareholders Assembly has delegated this authorization to the Board of Directors.
The General Manager is in charge of the general direction of the company and as such, is responsible for the execution of the Strategic Plan and the Management and Results Plans approved by the Executive Committee. Similarly, the General Manager is in charge of presenting the project management reports, financial results, and the annual Management and Results Plan to the Shareholders Assembly, the Executive Committee, and to Investors, as required.
Other Management
The annual Management and Results Plan –PGR (from the Plan anual de Gestión y Resultados in Spanish) is approved by the Board of Directors and defines the structure, senior management, external advisors, and all of the remaining functions that the Company must have in order to achieve the strategic objectives of the PGR .
CONFLICTS OF INTEREST
All persons related to the Company must act with due diligence and loyalty. The directors, management and employees of SOP have a conflict of interest when due to their functions, they must make a decision, or carry out or omit an action and they are able to choose between the interest of SOP and their own interest, or that of a third party, so that their objectivity or independence is compromised.
No SOP employee will participate in negotiations or contracts when there is in a conflict of interest directly or indirectly through his relatives up to the fourth degree of consanguinity, second of affinity, and first degree civil. The employee, as soon as he has knowledge of the conflict of interest, will immediately notify the Executive Committee.
When a member of the Executive Committee faces a conflict of interest, either directly or indirectly through its Related Parties (close family members and/or companies where the SOP employee or close family members exercise total or partial control) or third parties, or have doubts about the existence of the same, they must inform the Executive Committee so that the conflict of interest is analyzed, registered, treated, and monitored.
When the General Manager of the Company has a conflict of interest, he must report it directly to the Executive Committee, which shall review it and determine how the conflict will be managed.
COMPLIANCE
The Executive Committee is in charge of ensuring the existence and good management of an effective compliance, which contributes to:
● Efficiency, effectiveness, and economy are achieved in SOP operations and in its projects.
● Resources are protected, seeking their proper administration.
● The timeliness and reliability of the information are ensured.
● The correct evaluation and monitoring of management are guaranteed.
● Ensure compliance with all of the laws and regulations and the policies, rules, and procedures of the Company.
The Executive Committee has appointed a Risk Committee, through which SOP and its projects declare their commitment to the adequate management of the risks to which the Company is exposed.The Risk Committee identifies and evaluates all of the risks, defines the actions for their mitigation, and monitors the actions of the Company's General Manager.
The Executive Committee will incorporate an Internal Auditor of the Company (as required by Colombian law), in line with the size and complexity of the operations of SOP. The Internal Auditor shall be a public accountant of recognized prestige, who complies with the requirements of the law, the Bylaws of the Company, and the requirements of the Board of Directors.
In projects where third-party investors participate, SOP will support the creation of a Monitoring Committee, whose purpose is to provide administrative, financial, and tax advice to the project's day to day activities. Minutes of its meetings will be recorded in the Minutes Book of the Monitoring Committee that shall be kept for this purpose.
In projects where third party investors participate, SOP will support the creation of an Ethics and Compliance Committee. The Ethics and Compliance Committee will ensure compliance with the Law and the regulations related to the project. The committee d will work in the prevention of situations that threaten the ethics or good standing of the business and activities of the project and in the administration of potential or material conflicts of interest that may arise.
INFORMATION AND REPORTING
For SOP transparent, timely, clear, and consistent communication contributes to the achievement of its strategy, strengthens relationships with key audiences, and preserves the good reputation of the Company and its projects.
SOP differentiates information as reserved or confidential, and public. The reserved or confidential information refers to matters related to competitive advantages and corporate strategy, which may compromise the safety or integrity of employees, administrators, or assets and as determined by current regulations. Public information is information available for general use, not classified as reserved or confidential.
Public information will be available on the SOP corporate website for consultation by shareholders, investors, and the public in general. SOP works on the development and implementation of communication strategies and tools that are defined as good practice to facilitate the access by stakeholders to Company information and reports.
The financial information of the Company is prepared and presented in accordance with current regulations.
In order that stakeholders are informed of the results of business management, projects, investments, administrative, financial and legal condition, SOP publishes its Management Reports annually, which will be available on the corporate website for partners, financial institutions and investors.
Information not supplied through the corporate website must be requested in writing to the Company General Manager, stating the reasons for the request and the use of the information.
CODE OF CONDUCT
It is the responsibility of the Executive Committee and the SOP General Manager to ensure permanent compliance with all of the the general and specific measures regarding good corporate governance as detailed in this document.
Shareholders, financial institutions and investors may request effective compliance by the Company pertaining to all of the provisions inn connection with corporate governance established herein, by submitting their request in writing and duly supported. The Executive Committee may appoint a special committee to analyse these requests.
The Corporate Governance Code governs upon its approval by the General Shareholders Assembly . The policies, guidelines, or agreements approved by the Shareholders' Meeting regarding corporate governance will be automatically incorporated and/or modified in this document. The General Manager of the Company is authorized to carry out the necessary updates, derived from the foregoing, by simply registering in the minutes stating such additions or modifications.