Welcome to the Corporate Governance Center of Colombia

The acceleration of changes in the current business environment and the frequent failures in the administration of business risks have stressed the pressing need for a responsible and effective corporate governance in business. In this uncertain, complex and volatile environment of current business, directors and high management need to rethink their governance processes for an effective decision making.

Deloitte recognizes deeply the importance of Corporate Governance and thus it has wished to generate and share knowledge through the creation of Corporate Governance Centers around the world.

The purpose of the Deloitte LATCO (Latin American Countries Organization) Corporate Governance Center is to promote and lead Corporate Governance practices in LATCO member countries - Argentina, Bolivia, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Dominican Republic, Uruguay and Venezuela -.

The headquarters is Colombia Corporate Governance Excellence Center and there are alternative centers in Argentina and Guatemala.

The Center's director is Maria Cristina Piñeros, current Partner and General Counsel of Deloitte LATCO.

Visit our LATCO´s Corporate Governance sites
Argentina | Colombia

What is all about?

What can i find in the site?

De que se trataIn this site we will share subjects and analyses on Corporate Governance of common interest in the region, as well as related to LATCO'S member countries. Initially, you will find information on Argentina Colombia and Guatemala. 
Qué podrá encontrarThe site offers general articles and publications which purpose is to disclose and discuss in detail various aspects related to Corporate Governance; it will allow an exchange of opinions and ideas around this subject and will be an on line tool that will permit to find out the most relevant issues in respect to Corporate Governance of the different LATCO countries.

Hot topics

Directors’ Alert 2014: Greater oversight, deeper insight: Boardroom strategies in an era of disruptive change

The different articles that form part of this publication refers to the opportunities and risks created by the dramatic changes that are occurring in the global business environment. These articles point out some items that disruptive changes possible will affect the different types of industry, although not always in the same way, with the same impact, or at the same time.


To respond effectively to changes occurring outside of each company, companies will need to make internal changes that may even include the way the Board composition So, to face this new reality the Boards possibly need a different mix in terms of diversity, expertise and collective knowledge to understand and respond successfully all the issues that may address the companies during these disruptive changes. So the Boards of Directors may require Directors with different backgrounds, genders and ages that not only to reflect the diversity of stakeholders - especially at a time when they are under greater public scrutiny- but also to provide different points of view to deliberations.


Additionally, Boards are expanding their supervision to new areas and are digging deeper in matters under their consideration. Although Board education or training have always been important, at this time it becomes increasingly important particularly as the Directors need to know faster and keep their knowledge updated as a result of the issues that addressed by the Board are evolving. So, as the Board need to discusses highly specialized issues, they must also need the advice of experts in the respective field -inside and outside the company-.

On the other hand, recognize when disruptive change is occurring and respond to it with flexibility and effectively is and will be a challenge for many companies. Therefore, we hope that the articles in this publication will help the Board regarding the deliberations and decisions toward disruptive changes

 

To go to the  Director´s Alerts 2014 click here

Ten (10) practices to be avoided by board of directors members

Deloitte received questions from clients related to Corporate Governance leading practices that may help Board of Directors members have greater success in the performance of their duties. Later, directors asked us which the practices to be avoided are. In order to give an answer to these questions, we took into consideration the experience of our professionals and a list was prepared of the following ten (10) practices that Board members should avoid: i) Excess presentations in performance of the Board of Directors meeting; ii) Mis-understanding the importance of compliance with laws and regulations; iii) Postponing the succession of the CEO or Manager; iv) Being tricked into homogeneity; v) Constantly focusing on the short term; vi) Approving proposals if subject is not understood; vii) Disregard the value of experience; viii)  Taking over the duties proper of Administrators; ix) Ignoring shareholders; and x) Aversion to risk.

 

For further information on this article, click here

 

Board of directors members alert - 11 priorities for 2011-

The responsibilities of the board of director’s members continue to grow. Greater involvement in organizational issues is increasingly required, as well as a more active role in strategy structuring and monitoring, management of risk and interaction with shareholders, among other responsibilities.

This article presents 11 priorities that, in Deloitte’s opinion, must be addressed by board of directors members. It includes questions that board members must ask themselves in order to explore different issues that are dealt with in the meetings. In addition, the article contains tools that will permit board members to inquire more in depth about the understanding of the different issues and improve the effectiveness in the manner to face them.

There is not just one accurate manner to confront these issues, the correct way to do it will depend on each board of directors, on the respective entity, its culture and the specific circumstances that surround it. Accordingly, this article rather than providing answers, seeks to generate discussion.

The 11 priorities for members of the board of directors, in Deloitte’s opinion are: i) risk management; ii) sustainable development; iii) strategy development; iv) strategy execution; v) corporate planning; vi) commitment with shareholders; vii) evaluation of board of directors members; viii) board of director’s efficiency; ix) training of board of directors members; x) planning of succession; and xi) regulatory changes.

 

For more information on this article, click here.

Information disclosure and supervision of political contributions

Following the decision by the Supreme Court of Justice of 2010, and in view of the fact that this is an electoral year in the United States, interest has increased in this country regarding the way how corporations assign their funds to political contributions and lobbying, the supervision that is made by the Board of Directors to make sure that these funds are being adequately assigned, the evaluation of the reputational risk that must be made by the Board of Directors, the disclosure of this to the shareholders and if, in effect, they are made or conform to the interest of the company and its shareholders.

Each company and each country has its own regulation regarding political contributions and lobbying; in some it is permitted, in others is restricted and in others is prohibited.

Notwithstanding the above, in some companies the supervision by the Board of Directors has increased by the creation of a specific committee or the designation of specific responsibilities on the subject, as well as the disclosure of the decision that on this matter are adopted. In this respect, Boards of Directors have the opportunity to make political contributions and lobbying transparent, by the adoption of policies that will be known by the shareholders, the evaluation of the reputational risk that it generates and the monitoring of such contributions.

For further information on this article, click here.

 

FCPA Resource Guide: 10 things for directors to consider

With the release of FCPA: A Resource Guide to the U.S. Foreign Corrupt Practices Act by the U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC), companies have more information available to them about how these agencies view compliance with the Foreign Corrupt Practices Act (FCPA) and companies’ efforts to strengthen their anti-corruption programs. Directors should discuss the guide with senior executives, legal and compliance officers and consider potential areas to strengthen their companies's own compliance programs.

For further information on this article, click here.

 

Internal investigations: 10 ways to prepare in advance

Preparing diligently may help a company to investigate allegations promptly and efficiently. Audit committee members are frequently responsible for the supervision of internal investigations related to presumptive serious irregularities that affect financial matters or Senior Management.  The following 10 points may be useful in establishing an efficient action plan, before the unexpected occurs;  i) Preparation of investigation protocols; ii) Selecting your team; iii) Answer promptly and prudently; iv) An investigation is not an internal audit; v) Balancing diligence with efficiency; vi) Controlling information flow; vii) Browsing through global differences; viii) Anticipating the unexpected; ix) Considering not only what it is said, but how it is said; and x) Learning from experience.

For further information on this article, click here.

 

Women in the boards of directors – a global perspective

The Global Corporate Governance Center is proud to present an overview regarding legal and regulatory initiatives that seek to increase the participation of women as Board of Directors members. This may give greater diversity to Boards of Directors, as well as a different outlook in the way to face problems.


The country reports published herein correspond to those countries that have taken steps to increase the number of women in Boards of Directors.


For the purposes of presenting this perspective, the points of view of three prominent board of director members or directors of companies and organizations representative of North America, Europe and Asia are included.

 

Link to full article translated.

 

Potential Corruption Risks in South America

Over the past several years, Brazil has led its South American neighbors in foreign direct investment as companies from the United States and other developed nations rushed to expand their presence in the largest and fastest growing economy in the region.

For further information on this article, click here.

Moody’s Firm

This report examines corporate governance in the family-controlled company context and discusses the “top ten” factors considered most important in the assessment of corporate governance. While focusing on family-controlled firms, the report notes that some of the issues discussed are also relevant for private or other types of controlled companies.

For further information on this article, click here.


About LATCO

MapaThe LATCO acronym means "Latin American Countries Organization". Deloitte LATCO was born from the need to find global solutions to clients that go beyond the borders of each Latin American country.

LATCO is a regional organization that seeks to offers services of excellence to the different clients of the region; it has approximately 5500 professionals distributed in 28 offices of the 15 member countries: Argentina, Bolivia, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Dominican Republic, Uruguay and Venezuela.

Find the member LATCO firms

LATCO'S member countries provide the following services:

botón Audit Corporate Governance Center
botón Enterprise Risk Services
botón Consulting
botón Business Process Outsourcing
botón Tax & Legal
botón Financial Advisory

LATCO Events

Colombia

On April 7, 2011 the Corporate Governance Excellence Center of Deloitte in Colombia was successfully launched, which, in turn, will be the headquarters for the LATCO region (Latin American Countries Organization: Argentina, Bolivia, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Dominican Republic, Uruguay and Venezuela-.)

The main subject of the event was the responsibility of the Board of Directors regarding anti-fraud and anti-corruption. The event had the participation from Colombian experts from the Firm and foreigners on the subject of Corporate Governance such as Toby Bishop, Director of the Deloitte Forensic Center, Dan Konigsburg Director of the Global Corporate Governance Center, and Santiago Charher consultant of LAVCA (Latin American Venture Capital Association), and there was also a panel discussion and conclusions were drawn.

Argentina

On April 11, 2011 the Corporate Governance Center of Argentina will be launched. The event will have the participation from expert panel members from Argentina and abroad on the subject of Corporate Governance and its may subject will be the Board of Directors priorities, as well as a chat room in which opinions will be exchanged regarding the experience that those in attendance have in their capacity as Board of Directors members.

LATCO today

Regional

Better codes to improve Corporate Governance in Latin America

Latin American countries should consider supplementing the corporate governance codes with mandatory and voluntary aspects regarding Board of Directors, such as abuse in related party transactions. For this purpose we recommend the new final version of the study "Achieving Effective Boards", which was released last October by the OECD and the Global Corporate Governance Forum of the IFC. This study shows that voluntary codes have had limited impact because the large companies in the region only incorporate in them the legal requirements.

The Global Corporate Governance Forum and the seven Corporate Governance institutes that participated in the study mentioned before, plan to keep track of how Boards of Directors handle transactions between related parties and the nomination of directors. This study is expected to be released at the end of this year's at the OECD´s Latin America Roundtable on corporate governance to be held in Peru. Furthermore, the Roundtable of the Companies Circle has formed a group to develop a report on best practices regarding the evaluation of Board members.

Local

Modification Comply or explain principle

Colombia -By means of External Circular 007 of February 2011, the Financial Superintendence of Colombia modified External Circular 028 of 2007 on the adoption of the Best Corporate Practices Code of Colombia -Country Code-

This Circular seeks that issuers of securities registered in the National Registry of Securities and Issuers explain, in the annual Country Code survey, the reasons why they did not adopt the respective measure in the event that the answer to the question is negative -comply or explain principle-.


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Institutos de Gobierno Corporativo de Latino América IGCLA