Corporate Governance Code
INTRODUCTION
Promigas is a public utility company whose main purpose is the transmission and
distribution of natural gas, with interests and important investments in other
businesses. It is incorporated as a private limited company and domiciled in the city
of Barranquilla.
It is subject to the supervision and control of the Superintendencia de Servicios
Públicos (Colombian Superintendence of Public Services) and as an issuer of
securities is governed by the rules issued by the Superintendencia Financiera
(Colombian Superintendence of Financial Institutions).
Promigas complies with and meets all the existing standards that are applicable to
its business, and conducts its business responsibly in a moral and honest manner,
through ongoing management of the values-based organizational culture.
In compliance with the provisions of its By-laws and the applicable rules governing
the securities market, Promigas has adopted the following Code of Good
Governance, to ensure respect for the rights of all its shareholders and other
investors in the securities that the company issues.
The provisions of this Code must be complied with by the General Assembly of
Shareholders, members of the Board, legal representatives, statutory auditors
including their assistants, auditors, employees whatever their employment
relationship, temporary or third party employees, liquidators and in general, any
person who gives advice or provides services to the company.
CHAPTER I
COMPANY ADMINISTRATION
Article One.
Main aspects of the Board of Directors.
1.1 ELECTION
The Promigas Board of Directors is elected by the General Assembly of
Shareholders, using the electoral quotient system, which applies to any election in
which to or more persons are to be voted on, for a period of two years.
In accordance with the aforementioned, the total number of votes will be divided by
the number of seats on the board up for election; the number of votes cast on each
list is then divided by the quotient and seats are allocated due to the integer
number. Remaining seats will be filled on the fractions in decreasing order; seats
will be filled according to the fractions if there is a tie.
1.2 COMPOSITION
The Promigas Board consists of five (5) core members, each with a personal
alternate elected by the General Assembly of Shareholders. Alternates will replace
any absent member. The Board shall elect, from among its members, a President
and two Vice-Presidents (a first and second). The President is responsible for, or in
his/her permanent or temporary absence the Vice-Presidents in order, to chair the
meetings of the Board, convene and approve them by signing the minutes and
other documents emanating therefrom.
Due to its nature as a company that issues securities, at least twenty five percent
(25%) of Board members must be independent.
In accordance with current legislation an independent person is understood as a
person who is not:
• An employee or director of the issuer or any of its affiliates, subsidiaries or
controlling companies, including those who have held that capacity during the
year immediately preceding the appointment, except in the case of the reelection
of an independent person.
• Shareholders that directly or under direct agreement, guide or control the
majority of voting rights of the entity or that determine the majority composition of
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its bodies of administration, management or control.
• Partner or employee of associations or companies that provide consulting or
advisory services to the issuer or companies belonging to the same economic
group which it forms a part of, when revenues for this concept represent twenty
percent (20%) or more of their operating revenues.
• Employee or officer of a foundation, association or partnership that receives
major donations from the issuer.
• Important donations are considered as those representing more than twenty
percent (20%) of the total donations received by the respective institution.
•
Administrator of an entity whose board of directors includes a legal
representative of the issuer.
• Person receiving any remuneration from the issuer other than fees as a member
of the Board of Directors, Audit Committee and Corporate Governance or from
any other committee created by the Board.
1.3 PROFILE AND REQUIREMENTS OF THE MEMBERS OF THE BOARD
OF DIRECTORS
Members of the Board of Directors of Promigas must be committed to the corporate
guidelines and comply with the following requirements: i) have knowledge and
expertise in the economic activity that the company carries out and/or experience in
the field of industrial activity and/or commercial, finance, technology, management
or related sciences ii) enjoy a good reputation and recognition for their professional
competence and integrity, iii) exercise their office diligently, which includes
invitations to attend Board meetings and those committees of which they are part of
iv) not belong to more than five boards simultaneously.
Promigas has organized an orientation program for new Board members, giving
them access to comprehensive company information so that before starting to
exercise their functions they have a better understanding of the organization.
1.4 FUNCTIONS
The Board has the administrative faculties and powers necessary to carry out the
objectives and purposes of the Company. What is not expressly conferred by law or
By-laws to the General Assembly of Shareholders, specific employees or officers of
the company, is the responsibility of the Board of Directors. This especially
corresponds to:
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• Compliance with and enforcing the By-laws and decisions of the General
Assembly of Shareholders.
• Appointing the President of the company and their first, second and third
alternates, and freely remove them and signal their remuneration.
• Appointing a Legal Representative for judicial purposes of the company and their
alternates.
• Give their advisory vote to the President of the company at his/her request and
advise them permanently, as required by the nature of the matter in hand.
• Regulate the issuing, offering and placement of shares and especially the right of
preference.
• Create the positions it deems necessary for the proper functioning of the
Company, appoint and remove respective employees and signal to them their
remuneration and functions and rule on resignations, exemptions and leave to
employees that they appoint. However, the Board may delegate such powers to
the President or other employees.
• Approve budgets of operations and investments and identify plans or projects
that the society should develop.
• Present to the General Shareholders Assembly through the President, reports,
general purpose, individual and consolidated financial statements and
inventories of the Company and the Profit Sharing Project.
• Authorize the President to dispose of real or personal property of the company.
• To decide on the establishment of offices, branches or agencies of the society in
different places from that of the registered office.
• Give the President the authorizations he/she needs to execute or enter into
agreements or contracts, when the President cannot under the By-laws, and
approve or disapprove the agreements and contracts the President enters into,
by referendum.
• Authorize any delegation of functions the President requires.
• Request to the President, the Statutory Auditor and the other employees of the
Company, the reports that are required for the knowledge and the proper
conduct of business, and examine in person or by commissions within the board,
the books, general purpose, single and consolidated financial statements, and
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correspondence, etc. of the company.
• Decide on the purchase, sale, construction and operation of gas pipelines, oil
pipelines and other gas transmission systems, petroleum and petroleum
derivatives, equipment, machinery, etc.., recruitment of businesspeople, real
estate acquisition, concessions, patents and privileges and the constitution of
limitations or liens in connection therewith.
•
Regulate the management of the funds of the Company, determine the
destination of available funds and decide on any change of investment.
•
Authorize the officials or representatives of the company, giving them
instructions, to celebrate or denounce agreements or collective bargaining
agreements and to constitute arbitration tribunals and appoint conciliators and
arbitrators in cases of collective labor disputes.
• Issue the internal regulations of the Company and make its rules.
• Decide on the exemptions and leave for employees appointed by the General
Assembly and call their respective alternates.
• Authorize the legal representative to secure obligations of subsidiaries and / or
affiliates.
• Implement the dematerialization of shares when it is approved by the General
Assembly of Shareholders or this function is delegated.
• Regulate the securitization of movable or immovable assets, and bond issues
and any other securities authorized by law.
• In general, perform all the necessary functions for the compliance of Company
business, without limitation to the amount, as the Board of Directors is delegated
the broadest mandate to execute all acts and enter into all contracts falling within
the corporate purpose and not reserved to the General Assembly of
Shareholders, specific employees or company officers.
In addition, a Board of Directors Regulation exists, which sets out the principles,
rules and procedures governing the operation of this body in Promigas, seeking
thereby to facilitate management and provide greater transparency, efficiency and
certainty to its performance.
This regulation applies to the Board as a collegial body and the members thereof,
and all Promigas officers, with relations to said administrative body.
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1.5 REMUNERATION OF BOARD MEMBERS
The General Meeting of Shareholders determines the fees to be paid to Board
members for attendance at each session. Compensation per session has been
established in the amount of 3.5 legal monthly (Colombian) minimum salaries.
1.6 SUPPORT COMMITTEES
The Board will structure internal special committees conformed by Promigas
officials and members of the Board. As a minimum, they will designate the following
committees:
• Audit and Corporate Governance Committee: The main function of the
Committee is to advise the Board of Directors in fulfilling its oversight and control
responsibilities.
The Committee's objectives are designed to assess the Company's processes
relating to risk management and maintaining an appropriate control environment,
to monitor the financial reporting process, evaluate Corporate Control
management processes, the auditors of Management and Results and the
Statutory Auditors, provide a communication channel between the Statutory
Auditors, the Management of Corporate Control, Management and the Board of
Directors and ensure transparency of information prepared by the company and
its appropriate disclosure.
This Committee, composed of three members from the Board of Directors, will
have the following duties and responsibilities with regard to the principles of
Good Corporate Governance:
-
To develop and periodically review the corporate governance principles
adopted by the Board of Directors and ensure that they are appropriate for the
company, in addition to complying with the recommendations of both the
Superintendencia Financiera (Colombian Superintendence of Financial
Institutions) and the Bolsa de Valores de Colombia (Colombian Stock Market).
-
Review any topic related to corporate governance that may arise and make
the necessary recommendations to the Board of Directors on the matter.
-
Additionally, it must inform the Board, at least once a year, on the significant
management results of the Committee.
• Compensation and Development Committee: The objectives of this
Committee are:
-
To ensure that human management in Promigas and related businesses fall
within corporate guidelines and modern practices of integral human
development.
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-
Maintain a system for fair and competitive compensation, to attract, develop
and retain people that the Company requires to fulfill its mission and strategic
corporate objectives.
The main functions and responsibilities of the Committee are as follows:
-
Periodically review the compensation policy and suggest updates.
-
Analyze the salary structure, propose the development of compensation
studies and take decisions based on the obtained results.
-
Periodically review the organizational structure, to ensure its concordance with
internal needs and demands of the environment and its alignment with
corporate strategy.
-
Periodically review the scope, programs in development and results achieved
in human management processes.
-
Report to the Board, at least once a year, on the significant management
results of the Committee.
1.7 EVALUATION OF THE MEMBERS OF THE BOARD
In developing corporate governance best practices, a mechanism to evaluate
management has been established for the Promigas Board, both as a collegial
body as well as the functions of members in the different committees. This
assessment, which is the subject of careful analysis, allows the identification of
opportunities for improvement and becomes a key tool for self-regulation of the
Board, strengthening its commitment to all shareholders.
Article Two.
Designation and responsibilities of legal representatives and senior
management.
2.1 APPOINTMENT OF LEGAL REPRESENTATIVES
The President and his/her first, second, third and fourth alternates shall be
appointed by the Board of Promigas, which have the power to remove them freely
and define their remuneration.
The President is in charge of the administration of the company, who will be
replaced in absence by their first, second and third alternate in that order.
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2.2 FUNCTIONS OF THE PRESIDENT
The President of Promigas has their functions set out in Article 35 of the By-laws,
which lists the following:
• Represent the Company as a legal person;
• Execute the determinations of the General Assembly of Shareholders and the
Board;
• Execute the operations which the company has decided to undertake, complying
with the By-laws and decisions of the General Assembly of Shareholders and the
Board of Directors and subjecting the acts and contracts that require their
approval or those in which they must intervene to them. The President may,
without the approval of the Board, enter into contracts whose value does not
exceed the sum of one million five hundred thousand United States dollars
(US$1,500,000). Contracts that require the approval of the Board do not in any
way obligate the company if they have not been approved;
• Constitute special commercial agents or legal agents to act in accordance with
their instructions and represent the company in or out of court before any
authority, officer or entity;
• Safeguard the collection and preservation of the Company funds;
• Prepare and submit for approval to the Board of Directors the payroll of
Company employees and their assignments and, when approved and authorized
by the Board, provide the respective positions;
• Prepare the occupational health and safety regulations of the Company and
submit for approval by the Board;
• Exercise oversight of staff at the service of the Company and ensure that all
employees execute their duties dutifully;
• Submit to the Board in a timely manner the monthly balance, the annual balance
and the corresponding report on the year's operations, as well as detailed
reports on all matters under their charge, and submit projects for the
consideration of the Board about innovations that are in the best interests of the
Company;
• Keep the Board informed of the progress of the company business and provide
them with all the reports and information they request.
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• Convene the Board when appropriate and seek their advice and opinion on
important matters;
• Convene the General Assembly of Shareholders when applicable, in accordance
with the provisions of these By-laws;
• To bring under their care and responsibility the minute book of the General
Assembly of Shareholders and the Board of Directors, the Share Register, and
any others as established by law and the Board;
• To present the General Assembly of Shareholders the financial statements
together with the management report as set out by law;
• Perform other duties as assigned by the General Assembly of Shareholders or
the Board of Directors and others which due to the nature of the position they
hold;
• Ensure that the company properly complies with its corporate purpose;
• Ensure equitable treatment of all investors and prevent, manage and disclose
conflicts of interest that may arise between shareholders, directors, managers
and senior Company officers;
• Propose amendments to the Code of Good Governance as deemed
necessary.
2.3 FUNCTIONS OF SENIOR EXECUTIVES
In the Company there are manuals with descriptions of positions where the roles
and responsibilities of each position are outlined, as well as the profile required for
those who perform them.
2.4 POLICIES GOVERNING SELECTION, INDUCTION, COMPENSATION AND
LIABILITY OF DIRECTORS
2.4.1 S e l e c t i o n a nd i n d uc t i o n o f p e r s o n ne l .
Promigas has established a recruitment process of technical-scientific personnel
that starts with a request sent to the Human Resources Management from the
person responsible in the requesting department.
For the recruitment of candidates existing employees of the organization will be
taken into account, those from related companies and entities that are providing
administrative and/or technical support and external personnel who meet the
training and other requirements needed to perform the vacant position with good
levels of efficiency and effectiveness.
The selection process is based on the profile specified in the job description,
corporate competencies and requirements of the position.
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Every worker who enters Promigas participates in an induction program that will
provide comprehensive global knowledge of the company and the position for
which they were selected and encourages their adaptation, integration and sense
of belonging to the Company.
2.4.2 Compensation.
The company policy is to maintain an employee compensation scheme to attract,
develop and retain people that the Company requires to fulfill its mission and
strategic corporate objectives.
The salaries of various positions are set according to internal technical studies
conducted periodically and also studies in the wider labor market in order to verify
their fairness and competitiveness.
The annual salary increase for senior management positions is established by the
Compensation and Development Committee.
The annual salary increase of other positions is carried out by Promigas in
accordance with the Collective Agreement and Collective Convention. This
increase covers coordinators and the group of professionals under integral
structure salaries.
2.4.3 Competency Management.
Promigas has implemented a competency management model framed by the best
practices of assurance knowledge and integral human development, which covers
the different levels of the organization and is aligned with the subprocesses of
human management. The model includes competencies of both the company and
position, the latter containing the technical and leadership competencies.
All the line managers in Promigas are responsible for the development of
competencies of their staff, actively participating in the assessment of needs in the
structuring and execution of the Comprehensive Plan of Development and
Competencies and in the evaluation of the impact that the formation actions have
on employees, in the work unit and the organization in general. Human Resources
Management acts as an advisor, support and facilitator of this process.
2.4.4 Responsibility of the administrators.
Managers must at all times act in good faith, with loyalty and diligence, refrain from
actions that are conflicts of interest under the rules established in Article 24 and
following articles, and Law 222 of 1995. In addition to the parameters established
by the Commercial Code regarding the liability of administrators, this document lists
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the commitments that administrators with ethical principles should have:
• Develop business relationships with equal opportunities for all parties.
• Do not obtain results through unscrupulous dealings or violation of laws, rules,
policies or regulations.
•. Meet the commitments and obligations in the established time and scope.
• Use organizational assets solely for the benefit of the business and never for
personal gain.
• Avoid situations of conflict or potential conflict between personal interests and
those of the Company.
• Protect the intellectual property, commercial or confidential information of
Promigas and third parties.
CHAPTER II
EVALUATION AND CONTROL MECHANISMS
Article Three.
Evaluation and control of the activity of managers, senior executives and
directors.
Promigas uses the following mechanisms to track core processes and those
responsible for them, to ensure compliance with corporate objectives, continuous
improvement of the Company and business continuity.
3.1 GENERAL ASSEMBLY OF SHAREHOLDERS
It is the supreme body of the company and as such is responsible for exercising
control over all its activities and processes, requesting the reports it deems
appropriate and to take the necessary steps to ensure effective and transparent
administration.
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3.2 CORPORATE STRATEGIC PLAN
The corporate strategic planning process has as its objective to define the strategy
of the Company in its different businesses, enabling it to take advantage of
opportunities that contribute to maximizing the creation of value and adapting its
comprehensive strategic system to changes in the environment.
This process, led by the Vice Presidency of the Administration and Corporate
Planning Department, is held at least every five years and is supported by
Corporate Strategic Planning PKG-332. The result of this is the Corporate Strategic
Plan GLA-168, which constitutes the framework for strategic planning of Promigas
and its related companies and the main entry point for the operational planning
process.
3.3 QUALITY MANAGEMENT
To ensure timely, reliable and secure access for clients and the implementation of
preventive, corrective actions and continuous improvement to eliminate the causes
of present and potential problems, Promigas has implemented its Quality
Management System-QMS-based on ISO 9001: 2008 for the design, construction,
operation and maintenance of natural gas transmission and distribution.
The quality audit is a systematic, independent and documented assessment
process, aimed at obtaining evidence and evaluating it objectively, for the purpose
of determining compliance within the organization of the legal, contractual, and
regulatory requirements and specifically those related to ISO 9001 norms.
In order to ensure the effectiveness of the QMS and its adaptation to changes that
may occur, audits are performed annually to monitor the processes previously
established by the responsible entities such as the Colombian Institute of Technical
Standards-Icontec-and The International Certification Network, IQNet, in addition to
the internal audits by a group of qualified auditors from different external specialist
firms.
All manuals, policies, standards, procedures and other documents provided by the
organization are compiled into a software tool, which allows easy updating and
dissemination and the permanent access of employees.
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3.4 INTERNAL COMMITTEES
The following decision levels are part of the internal organization of Promigas and
are responsible for evaluating and monitoring the processes and activities so as to
comply with the provisions of the national, international and domestic norms and
standards:
• Executive Committee. Conformed by the President, Vice Presidents and
Managers, whose purpose is to report on the degree of compliance with the
projects and Action Management System-AMS- developed by each department
of the Company to achieve objectives and improvement of processes. The
issues discussed in each committee and improvement commitments are
recorded in an act.
• Organizational Development Committee. Its purpose is to promote and
monitor strategies that seek to strengthen the corporate culture, planning,
optimize organizational processes, continuous improvement and maintenance of
management systems.
• Human Resources Committee. Its purpose is to ensure that human resource
management in the organization is aligned with corporate strategy and focused
on humans as the center of everything the company does and integral human
development.
• Engineering Committee. Focused on: 1) Monitoring the various improvement
actions that are developed by the process that the Vice Presidency of
Operations is in charge of, ensuring proper coordination between them and
proper management of the change, 2) Generating discussion spaces that are
conducive to team work and the search for joint synergies in order to obtain
improvements in processes under the control of the Vice Presidency of
Operations.
• Physical Security Committee. Focused on analyzing the physical security risks
to which the company is exposed, to propose actions to prevent and/or minimize
impacts thereof and to restore normality as quickly as possible. To present and
analyze the performance of the security budget and costs.
• Communications Committee for Crisis Management: Its objective is to address
crisis situations, establishing communications strategies aimed at preserving the
business, image and reputation of Promigas.
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3.5 CUSTOMER SERVICE CULTURE
Promigas has been executing campaigns, training activities, taking measurements
and implementing improvement plans focused on strengthening a culture of
customer service at all levels across the organization, in order to ensure end-user
satisfaction, based on the internal customer service chain.
Periodically, feedback exercises are performed with internal and external
customers, to ensure that the services provided meet the established quality
standards.
The internal level measurement exercise is oriented to customers so that they can
express their perception of the services received from the various departments,
previously defined as their suppliers, evaluating the attributes which the service is
framed by, such as: compliance, quality, communication and service attitude. The
results of this evaluation allow the detection of areas for improvement and to
establish service agreements between the parties.
At the external level the moments of truth that the client has with Promigas in the
provision of the natural gas transmission service are evaluated. Additionally,
inquiries are made about their service expectations as well as suggestions to
improve the business relationship. Based on the results of this evaluation the
actions to be implemented are defined in the external customer interaction
processes.
The results of this program, in addition to contributing to the continuous
improvement of the service, help reinforce the service culture and evaluate the
management of the organization.
3.6 ANTI-FRAUD POLICY
The Anti-Fraud Policy sets the basis for reducing the risk of fraud, by detecting and
preventing potential fraud, the allocation of responsibilities for the development of
controls and by conducting investigations that are needed.
The cornerstone of this Policy is a culture centered on a strong value system,
commitment to "do the right thing the right way", the Code of Conduct and
Corporate Policy. Aspects to take into account for this policy are:
• The commitment of senior management of zero tolerance toward fraud.
• Live or interactive training, specifically in fraud prevention, zero tolerance toward
fraud and the Promigas Code of Conduct.
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• Implementation and sufficient monitoring of internal controls to ensure that
transactions are properly authorized, approved and reported, and assurance of
adequate segregation of duties.
• Identification and measurement of the presumption of fraud, through fraud risk
analysis and fraud audits.
•
Maintenance of a Code of Conduct that includes the certification and
confirmation process. I 100% of Promigas employees are required to have the
Code of Conduct certification.
• Investigating fraud reports in a timely manner.
• Maintenance (including periodic review) of the line and Website for confidential
reporting.
• Ensuring that the Audit and Corporate Governance Committee receives periodic
reports about fraudulent activities.
• Effective functioning of the Audit and Corporate Governance Committee with
the participation of all of the independent members of the Board of Directors.
To convene, this Committee must be assisted by at least one independent
member. The Committee must receive periodic reports of fraud.
• An effective Internal Control Group with the support of effective internal auditors,
including the use of independent third parties.
3.7 EVALUATION OF THE COMPANY BY CREDIT RATING AGENCIES
Promigas should hire a credit rating agency to assign credit ratings to ordinary
bond issues. This firm is required to monitor the credit rating on a quarterly basis
and annually review the assigned rating.
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CHAPTER III
CONTROL SYSTEMS
Article Four.
Internal Control.
Internal control in Promigas is exercised through the following processes:
4.1 CORPORATE CONTROL DEPARTMENT
The Corporate Control Department executes an independent and objective function
guided by the philosophy to add value and improve the operations of the company,
providing a systematic and disciplined evaluation approach of the effectiveness of
internal financial and operational controls, risk management, corporate governance
processes and the ability of the organization to carry out assigned responsibilities.
The Promigas management audit is based on a risk management approach to
business, which implies an emphasis on the functions of areas with the greatest
risk, identifying and evaluating them for critical processes. Annually, the Corporate
Control Department prepares an audit work schedule, which is approved by the
Audit and Corporate Governance Committee, which is developed based on a
prioritization of the audit universe using a risk-based methodology.
The responsibilities of the Corporate Control Department include, but are not
limited to:
• Reviewing the reliability and integrity of the financial information used to conduct
business;
• Reviewing the established systems to ensure compliance with policies,
procedures and plans;
• Review compliance with laws and regulations that could have a significant impact
on the financial results;
• Review the means of safeguarding the assets and verify, as appropriate, the
existence of such assets;
• Review operations to ensure that accounting and financial resources are being
employed efficiently and economically;
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• Reviewing specific operations at the request of the Audit and Corporate
Governance Committee or the Presidency;
• Monitor and evaluate the processes and risk management procedures;
• Coordinate the activities of internal audit reviews conducted by external auditors
(Statutory Auditor and External Auditors of Management and Results);
• Review the internal control statements from senior management;
• Comment on, as appropriate, the performance and quality of the external
auditors;
• Ensure that internal audit resources are acquired at fair prices, used efficiently
and are adequately protected;
• Communicate opportunities to improve policies and procedures of the company;
• Monitor the progress of corrective actions identified during the audits and report
significant failures (including unacceptable residual risks) to the Presidency and
to the Audit and Corporate Governance Committee;
•
Keep the Audit and Corporate Governance Committee informed about
developments and new pronouncements that occur in the internal auditing field;
• Assist in the investigation of suspected fraud or non-compliance issues;
• Coordinate, supervise and monitor that the general guidelines and this internal
audit work scope, are implemented and executed in the related companies of
Promigas.
4.2 COMPLIANCE MANAGEMENT
Basic function:
Plan, organize, coordinate, implement and monitor activities related to the
compliance management process in accordance with the guidelines of the
President of Promigas and corporate policy in order to prevent misconduct,
unethical or illegal and criminal activities in the stock market by Promigas staff,
affiliated companies, the Employee Fund, Promigas Foundation and contractors.
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Main functions and responsibilities:
• Manage the development and effectiveness of the Promigas Compliance
Program, related companies, the Employee Fund and Promigas Foundation;
• Suggest the establishment of new policies and procedures for the general
operation of the Compliance Program and its related activities to the President of
Promigas;
• Monitor the compliance by Promigas staff, related companies, the Employee
Fund and Promigas Foundation, with the ethical principles established in the
Code of Conduct;
• Attend to all the reports and concerns of staff related to the Code of Conduct,
Anti-fraud Policy, Relations with Government Entities and Officials Policy, and
other issues concerning the ethical principles of the organization;
• Monitor and control the effective, efficient and timely operation of the Money
Laundering and Terrorist Financing Risk Administration System -SARLAFT;
• Attend and coordinate any request, application or procedure of a judicial or
administrative authority in the prevention and control of criminal activities;
• Keep the following documents up-to-date, which among others are required for
the exercise of their office: Procedure for Prevention of Criminal Activities
through the Securities Market, Code of Conduct, Relations with Government
Entities and Officials Policy, Anti-Fraud Policy and Transaction Approval Policy;
• Manage the development of staff competencies in the Company on issues
related to the prevention of criminal activities through the stock market, the Code
of Conduct, the Relations with Government Entities and Officials Policy and
other issues concerning the ethical principles of the organization.
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Article Five.
External control processes.
5.1 FINANCIAL REVISION
The Statutory Auditor, pursuant to the provisions of the Commercial Code, the Bylaws and other rules that govern its functions, has the obligation to ensure that all
activities performed by administrators and officers of the company comply with
those provisions as defined by law, the By-laws and decisions of the Assembly and
the Board and, therefore, must report promptly in writing about any irregularity.
In addition, shareholders may request explanations in writing to the Statutory
Auditor on matters within its competence, but these explanations may not be given
to the shareholder in private or individually, but must refer to them when writing
their report to the General Assembly. In the course of the debates in the Assembly
any shareholder may request the necessary explanations from the Statutory
Auditor about the economic performance of the year and progress of Company
business, and they are obligated to provide answers.
At Board meetings, any member may request explanations from the Statutory
Auditor about the financial statements of the company which the Board is obliged to
submit to the General Assembly, and which it must respond for. The Auditor is
required to be absolved of liability by a written questionnaire, provided that this has
been approved by the Board with the majority as defined in the By-laws, otherwise
it would not be an act of the Board but a personal or individual act of one or more
members thereof, that does not bind the Statutory Auditor.
5.1.1 Functions.
In accordance with the provisions of the law and the By-laws, the Statutory Auditor
participates in the process of internal control of the company, to assess, among
other items:
• If the actions of the administrators of the Company conform to the By-laws and
the orders or instructions of the General Assembly or Board of Directors,
• If the correspondence, accounting vouchers and minute books and share register
is properly kept and maintained, and
• If the measures of internal control, conservation and custody of the assets of the
Company or third-parties that are held by the company exist and are adequate.
The report presented by the Statutory Auditor to the Board and the General
Assembly includes its concept on the implementation of the aforementioned
aspects.
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The Statutory Auditor likewise has the right to inspect at any time the accounting
books, minute books, correspondence, accounting vouchers and other Company
documents.
5.1.2 Election.
The Statutory Auditor must be part of a company that is renowned for its integrity
and experience, with a privileged place among the most respected companies
which are known for their adherence to professional standards and quality control
standards that demonstrates their commitment to providing the highest quality, so
as to meet the requirements of the law and the company By-laws. The By-laws of
Promigas provide that the Statutory Auditor and alternate are elected by the
General Assembly of Shareholders for periods of two (2) years.
The remuneration of the Statutory Auditor and the auxiliaries and collaborators who
are under their direction, is set by the General Assembly of Shareholders.
The Statutory Auditor will only be under the authority of the General Assembly.
When circumstances require, in the opinion of the General Assembly, the Statutory
Auditor may have assistants or other staff appointed and freely removed by them,
who shall act under their direction and responsibility, with the remuneration as
determined by the Assembly, without prejudicing the right of the Statutory Auditor to
have collaboration or assistants that are freely appointed by them.
Additionally, after a certain time it is considered prudent to rotate the statutory
auditors, so that other renowned firms can exercise this activity. As a result greater
assurance will be provided to shareholders, and total transparency ensured in the
management of the Audit.
5.1.3 Statutory Auditor Eligibility
The Statutory Auditor is not allowed to be:
• A person associated with the same company or any of its subsidiaries,
• Those who are bound by marriage or kinship within the fourth degree of
consanguinity, first degree of kinship by adoption or second degree of affinity, or
are known by the managers and senior officials, the cashier, the auditor or
accountant of the same Company, and
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• Those working in the same company or its subsidiaries in any other position.
The elected Statutory Auditor is not allowed to hold a position in the same company
or its subsidiaries during the respective period.
5.1.4 Information of the Statutory Auditor to shareholders about the relevant
findings.
The Statutory Auditor presenting the report in the General Assembly of
Shareholders must include the relevant findings, in order for shareholders and
other investors to have all the necessary information with which to make decisions
about the relevant securities.
5.2 EXTERNAL AUDIT OF MANAGEMENT AND RESULTS
Regardless of internal controls, all public utilities, such as Promigas, are obliged to
contract a permanent external audit of management and results with specialized
individuals, for minimum periods of one year. When a change of external auditors is
required permission should be requested from the Superintendence of Residential
Public Utilities, informing them of the causes that led to that decision.
The external audit will work in both the interests of the Company and its partners
and the benefit that users will effectively receive, and therefore, it must to report to
the Superintendence of Residential Public Utilities situations that endanger the
financial viability of the company, faults in internal control, and, in general, the
findings of the assessment on the management of the company. In any case, it
shall prepare, at least once a year, a management assessment of Promigas.
5.3 SUPERINTENDENT OF RESIDENTIAL PUBLIC UTILITIES
The Superintendence of Residential Public Utilities is the entity in charge of
exercising control of the Promigas management.
The semiannual reports sent to this entity will allow the monitoring of the targets set
by Promigas as proposed in the Five Year Management Plan and Results approved
by the Mining and Energy Planning Unit (UPME) of the Colombian Energy and Gas
Regulation Commission (CREG).
The Superintendence of Public Utilities may request, each quarter, from the
residential public utilities company, the management reports of the external auditor.
If they find that they do not fully comply with the requirements, they may
recommend that the Company removes the external auditor.
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5.4 FINANCIAL SUPERINTENDENCE
Having securities listed on the Registro Nacional de Valores e Intermediarios
(National Registry of Securities and Intermediaries) means that Promigas is obliged
to keep the Superintendence of Financial Institutions and Stock Exchange
constantly updated, sending year-end, quarterly and relevant information.
5.4.1 Relevant Information.
Promigas will disclose to the Public Securities Market as relevant information in a
truthful, clear, sufficient and timely manner, any relevant fact or transaction,
extraordinary or meaningful act about the issuer, its businesses, recorded values
and/or market offering of these securities, as established in the current legislation.
5.4.2 Quarterly reports to the Financial Superintendence.
In accordance with the provisions of the legal regulations, Promigas undertakes to
send the information related to financial management and shareholding in the
forms designed by that entity for this purpose.
CHAPTER IV
CONFLICTS OF INTEREST
Article Six.
Prevention, management and disclosure of conflicts of interest between
shareholders and directors, managers or senior officials, and between
controlling shareholders and minority shareholders.
Any person or entity that is subject to this Code should refrain from participating,
directly or through third parties, in their personal interest or on behalf of third
parties, in any activities involving competition with the company or actions for which
there are conflicts of interest, unless authorized by the General Assembly of
Shareholders.
The department heads of Compliance, Corporate Control and Human Resources
should ensure full compliance with corporate values and ethical principles.
To ensure transparent administration and compliance with the aforementioned
statement, the company establishes the activities and actions of its officers in the
current regulations and ethical principles as described below.
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6.1 ETHICAL PRINCIPALS
The Promigas Corporate Governance Policy refers to the ethics that must govern
all the aspects of our business and we expect all our employees, contractors and
suppliers to comply adequately with them as a response to the trust placed in them
by the Company.
Promigas requires that its executives and all other employees adhere to the
following ethical principles that are part of the Code of Conduct:
• Act with honesty within and outside the organization. Our behavior must not be
misleading or open to misinterpretation.
• Avoid situations of real conflict or potential conflict between personal interests
and the interests of the company when dealing with suppliers, customers and
organizations or individuals that do, or wish to do, business with Promigas.
•
Protect intellectual property, commercial or confidential information about
Promigas or third parties, known or obtained during the performance of their
duties.
• Do not use data, confidential information, people, facilities, equipment or supplies
of the organization for personal gain.
• Reflect all the commercial transactions of the organization accurately and fairly in
accounting records in accordance with generally accepted accounting principles.
• Exclusively dedicate themselves to Promigas work and avoid any outside activity
that adversely affects job performance or compromises the corporate image.
• Develop business relationships with equal opportunities for all parties.
• Do not obtain results through unscrupulous dealings or violation of laws, rules,
policies and regulations.
• Do not conduct negotiations of personal or family goods or services with
Promigas or persons or entities with which this has business relations. Do not
carry out, personally, commitments or engage in commercial transactions
involving Promigas, its affiliates or subsidiaries.
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• Do not give or accept gifts, services or hospitality that will affect business
judgment, with the exception of promotional purposes directly related to the
activity of Promigas.
• Inform the immediate superior or through the mechanisms established in the
Code of Conduct of any situation deemed to be, or that creates a conflict of
interest or violation of any of these principles, in order to take the necessary
measures.
6.2 PROCEDURE IN CASE OF CONFLICT OF INTEREST WITH RELATED
PARTIES
In case of any actual or potential conflict of interest between shareholders and
directors or senior managers, the procedure is as follows:
• Inform the immediate supervisor or the Compliance Manager, or the Human
Resources Manager, or the Manager of Corporate Control, as soon as any
situation is deemed to be, or that could create a conflict of interest or that
violates any of the principles occurs, in order to take the necessary measures.
• Analyze the operation in accordance with the current standards of the public
securities market, any other provision of law and Promigas manuals and
procedures.
• Request instructions from the supervising entities, so that they can determine if
the situation they face may or may not imply a conflict of interest.
Likewise, administrators should provide the General Assembly of Shareholders and
the Board all relevant information for making the decision. This process should
exclude the vote of the administrator if they are a Promigas partner.
When dealing with transactions of parties related to the administrators, the General
Assembly of Shareholders will periodically review the parameters and conditions
under which these operations are possible, ensuring that they are of benefit to the
company and in market conditions, according to the Procedure for Transactions
with Interested Parties to the Administrators PPA-802.
6.3 INTERNAL WORK RULES
In this document the duties and obligations of employees are defined, together with
the scale of the faults and disciplinary sanctions procedures for checking faults and
forms of application of disciplinary sanctions.
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In the event that a worker incurs in conduct involving a conflict of interest the
procedure as defined in this Regulation should be applied.
6.4 ARBITRATION TRIBUNAL
Situations of conflicts of interest of administrators and those differences arising
between partners or between them and the Company, because of the social
contract, during the existence of the Company and at the time of its dissolution or
during the liquidation period, that cannot be settled directly, within a period not
exceeding fifteen (15) days from the notification that one party makes to the other,
will be resolved by a conciliator to be appointed by the parties by mutual
agreement. If no agreement occurs, or if the appointed person fails to reach an
agreement with the parties within thirty (30) days from their appointment, then the
parties will resort to an arbitration tribunal which shall consist of three (3) members
appointed by the Center for Conciliation and Arbitration of the Chamber of
Commerce of Barranquilla, and will be bound by their rules. The tribunal will rule on
the right and notifications shall be sent to the registered addresses of shareholders.
In all cases where the amount of the claim is less than five hundred thousand
dollars, the same procedure as above shall be followed but the tribunal shall only
consist of one arbitrator.
Article Seven.
Economic relations between Promigas and its shareholders, directors,
managers and senior executives.
All transactions between the company and its shareholders, directors and executive
officers are celebrated under market conditions.
Credit transactions that Promigas celebrates with its shareholders, directors and
principal executive officers, are subject to everything as enshrined by law.
The senior executives, and in general all officers, have access to special credit
lines through Promigas and/or the Employee Fund.
These operations are governed by the current rules and previously agreed
conditions.
Article Eight.
Trading of shares by directors, managers and officers of Promigas.
Article seven of our By-laws gives the following provision:
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The company administrators may not by themselves, or through third parties, sell or
purchase shares of the same Company while in performance of their duties, except
in the case of operations beyond speculative purposes and with the permission of
the Board granted by the affirmative vote of two-thirds of its members, excluding
the applicant, or the General Assembly of Shareholders, with the favorable vote of
half plus one of the shares represented at the respective meeting, excluding that of
the applicant.
CHAPTER V
RISK MANAGEMENT
Article Nine.
Risk Management.
At Promigas we have a Risk Management process which aims to manage risks and
minimize the likelihood of its occurrence, and to reduce any effects on the interests
of stakeholders and business continuity. To do this we make a commitment to:
• Identify the risks we are exposed to and evaluate and implement the best options
to mitigate them.
• Establish appropriate controls and monitor their effectiveness
and
• Consolidate a risk management culture throughout the
organization.
CHAPTER VI
OUR SHAREHOLDERS
Article Ten.
Equality of the shareholders.
Promigas recognizes the importance of its shareholders and investors and, in this
sense, with social responsibility, not only seeks the return on investment and
growth in the value of the Company, but also to ensure the full exercise of their
rights and the proper compliance of their obligations.
All natural and legal persons of any kind may be Promigas investors and
shareholders.
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Equitable treatment. The Company will give the same treatment to all its
investors and shareholders in terms of petitions, claims and information, regardless
of the value of their investment or the number of shares they represent.
All shareholders are entitled to participate and vote at ordinary and extraordinary
meetings of shareholders in all the subjects discussed therein, under the conditions
established by the General Assembly of Shareholders.
Article Eleven.
Specific mechanisms that allow shareholders, and other investors or their
representatives to take charge of, at their expense and under their
responsibility, specialized audits of the issuer, employing reputable firms
with proven track records.
In accordance with the provisions of Article 447 of the Commercial Code, during the
fifteen business days preceding the General Shareholder Meeting, shareholders
may exercise the right of inspection and hire specialized auditors to carry out their
work within the aforementioned period.
In the event that a shareholder considers an audit necessary they must request it in
writing to the General Secretary – Promigas Investor Relations Department, the
Company unit responsible for meeting the needs of investors, no later than fifteen
(15) business days before the General Assembly of Shareholders, indicating at
least the following points:
• The name of the shareholder requesting the audit
• The name of the firm that will perform the audit, with a detailed description
showing that it has a recognized reputation and track record.
• The detailed justification of the reasons for requesting the audit.
In no event shall audits be about specific issues and may not be conducted on
industrial secrets or concerning matters protected by law on intellectual property
rights.
The Board reserves the right to reject any application that does not meet the
requirements established in this article.
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Article Twelve.
Shareholder meetings.
12.1 MEETINGS
Article Twenty Three of our By-laws states the following:
"The shareholders shall be convened for extraordinary meetings by the President
or the Board or the Statutory Auditor or the competent authority when requested by
a shareholder or group of shareholders representing ten percent (10%) or more of
the subscribed shares. The call will be the same as for ordinary meetings,
indicating the points to be discussed at the meeting. The shareholders may meet
without prior notice, and in any place, when the entirety of the shares is
represented."
12.2 PROHIBITION OF CERTAIN CONDUCTS IN THE INTERESTS OF
ENSURING
THE
TRANSPARENCY
OF
ORDINARY
AND
EXTRAORDINARY MEETINGS, AND THE EXERCISE OF RIGHTS
CONFERRED BY THE SHARES TO ITS OWNER TO PARTICIPATE IN
MEETING DECISIONS
The behaviors listed below are expressly prohibited for those parties that the rules
of this Code are destined for:
• Encourage, promote or suggest to the shareholders the granting of powers in
which the name of the representative for the meetings is not clearly defined.
• Receive powers for the meetings from the shareholders in which the name of the
respective representative is not clearly defined.
• To accept as valid the powers conferred by the shareholders to participate in
meetings, without complying with the requirements of Article 184 of the
Commercial Code.
• Suggesting or determining for shareholders the names of those who will act as
their representative in the meetings.
• Recommend shareholders the list they should vote for in the meetings.
• Suggest, coordinate or agree with any shareholder or their representatives,
proposals to be submitted for consideration by the Assembly.
• Suggest, coordinate or agree with any shareholder or their representatives, to
vote for or against propositions that occur in the meeting.
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• Failure to comply with the above items by any Promigas employee is considered
a serious violation of the requirements and obligations established by the
Internal Working Rules.
Duties of the Secretary before the Meeting.
12.2.1 Publication of the notice of the General Assembly of Shareholders.
The notice of the General Assembly of Shareholders must be published in a
newspaper with national circulation and on the website of the Financial
Superintendence including Relevant Information. The notice should encourage
attendance of shareholders and inform them that only powers that meet the
requirements set out in Articles 184 and 185 of the Commercial Code will be
admitted.
12.2.2 Special obligations of the Secretary.
The following are special obligations of the Secretary:
• Remind the company officials the obligation to remain neutral before and during
the celebration of the meeting.
•
Receive complaints from shareholders who consider that their rights to
participate in the meetings have been aggrieved and give an effective solution to
these complaints, to enable the exercising of the rights according to their
ownership of Company shares.
• Ensure that procedures for checking faults and the methods of applying
disciplinary sanctions as established in Chapter XIX of the Internal Rules of
Work are followed, as required when determining the responsibility of an
employee accused by a shareholder of any prohibited conduct defined in Article
Twenty One of this Code.
• Ensuring the logistics required for the normal development of the meetings.
• Check that the candidates competing for certain offices in the Board of Promigas
meet the requirements of the law for independent members.
12.2.3 Revision of proxies.
The Secretary of the Assembly is responsible for verifying that granted proxies
comply with the requirements of the preceding paragraph, and for that reason
should:
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• Reject special proxies sent before the call through which the matters to be dealt
with in the respective meeting are informed.
• Reject the proxies sent by the shareholders to participate in the meetings, which
do not meet the requirements as established by law and the By-laws of
Promigas, especially the following:
a) Those issued in favor of the stockbrokers, in accordance with Article 2.2.8.11
of Resolution 400 of 1995.
b) Those issued in favor of employees and directors of the company, in
accordance with Article 185 of the Commercial Code. However, managers
and employees can represent their own shares.
c) Those which do not clearly contain the full names, class and the
identification number of both the grantor and the appointee, and the name of
the person in whom the power can be substituted.
d) Those which do not provide a copy of the document issued by the entity that
certifies legal representation, if the appointer is a legal person.
e) Those which do not meet the standards of representation established in
Article 62 of the Civil Code, which according to Article 1504 of the Code, are
considered incapable.
f) Those with deletions, erasures or amendments.
To review proxies, the Secretary must rely on staff from the General Secretariat
and Corporate Control Management, who have the responsibility to thoroughly
review each one delivered and report any inconsistencies found.
CHAPTER VII
OUR SUPPLIERS
Article Thirteen.
Supplier selection mechanisms.
The following mechanisms are used to select in a transparent and objective way
our suppliers of goods and services:
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13.1 GOODS AND SERVICES PURCHASING MANUAL
The purpose of this manual is to establish the rules governing the process of
buying goods and services of the company for individuals or legal persons who are
able to enter into contracts of employment, consulting, services and supply of
goods. The manual defines the guidelines to follow for contracting with third parties
and the authorization levels to request the purchase, select suppliers to invite to
quote or tender, award the purchase and legalize it through contracts and/or
purchase orders.
The Goods and Services Purchasing Committee is the body responsible for
awarding contracts and/or orders of any kind (financial, technical or administrative),
to those bids that are technically eligible and the most advantageous to the
company, from the economic point of view. It consists of:
-
Vice-Presidents
-
Administrative Manager
-
The managers and/or coordinators of the dependencies proposing items
-
Corporate Control Manager or their delegate
-
Secretary-General or their delegate
-
Logistics Coordinator or their delegate
-
Services Purchasing Coordinator or their delegate
-
The Manager or representative of companies related to those who provide
BackOffice services or their delegates.
13.2 REGISTRATION REGULATIONS FOR SUPPLIERS OF GOODS AND
SERVICES
This regulation contains the list approved by the Procurement Committee of
suppliers of goods and services classified by specialty, who are technically and
financially eligible for invitations to participate in tender processes and contracts.
13.3 ETHICAL PRINCIPLES IN BUSINESS AND CONFLICTS OF INTEREST
All contracts entered into by Promigas contain a provision under this heading and
aim, above all to:
a. Maintain proper internal controls.
b. Have the appropriate records and reports in all transactions.
c. Comply with all the relevant laws.
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Among the sections of this provision it is worth highlighting:
In no way are contractors authorized to carry out any actions on behalf of Promigas
which may cause inaccurate or inadequate records and information with respect to
assets, liabilities or any other transaction to be generated, or that may violate any
applicable law. Therefore, during the execution of any contract, contractors will
notify Promigas, as soon as possible, of any information that may indicate any
deviation from the course indicated by these ethical principles.
Similarly, on the issue of conflicts of interest, Promigas imposes on its contractors
the obligation to exercise the utmost care and perform all reasonable due diligence
to prevent any action that may result in a conflict with the interests of the Company.
This obligation shall also apply to the activities of the contractor's employees and
agents in their relations with Promigas employees, vendors, subcontractors and
third parties, by reason of contracted services. The contractor's efforts will also
include, without these obligations being limited to, establishing precautions to
prevent its agents or employees from making, receiving, providing or offering gifts,
entertainment, payments, loans or other similar items, except food and/or
occasional hospitality.
On signing the contract, or at any time during its execution, the contractors are
required to notify Promigas the identity of any representative or employee of theirs,
or their relatives, which the contractor knows has, in any form, considerable interest
in their activities or finances.
CHAPTER VIII
TRANSPARENCY, FLUIDITY AND INTEGRITY OF INFORMATION
The Promigas Code of Good Governance aims to ensure that information is
presented accurately and on a regular basis, about all relevant Company matters,
including results, the financial situation, internal control, shareholding structure and
corporate governance.
The company will make information dissemination channels available to
shareholders and other interested parties, in addition to the legal channels.
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Article Fourteen.
Criteria, policies and procedures applicable to the transparency of
information to be provided to shareholders, other investors, the market and
the general public.
Promigas is committed to providing timely, complete and accurate information
about its financial statements, and about its business and administrative
performance, which includes financial and accounting statements, share
transactions and other operations, opportunities and problems corresponding to the
evolution of its business activity, the development of the Company, the competitive
landscape and business projects.
It will also present the projected cash flows, the guarantees constituted in favor of
Promigas or third parties, their class, status, performance and market value thereof;
relevant information about risk management, investment management policies;
bank debt and major creditors.
To provide this information Promigas has the following instruments:
14.1 MANAGEMENT AND SUSTAINABILITY REPORT
According to the law and By-laws, every year the Presidency and the Board of
Promigas management will present a management report of the previous year to
the General Assembly of Shareholders, which includes financial information, the
principal operational and administrative activities and the outcome of investments in
other companies, as well as the major projects to develop in the current year, with a
focus on sustainability.
14.2 BOND ISSUE AND PLACEMENT PROSPECTUS
This is the document that contains the characteristics of the bonds to be issued,
together with their conditions, general and financial information of Promigas, and
the situation of natural gas market and the position of our company in that market.
14.3 SHAREHOLDER/INVESTOR RELATIONS DEPARTMENT
The principal objective of the Shareholder/Investor Relations Department is to
encourage investment in Promigas through knowledge of the company, the quality
of its information, proper disclosure of activities and ongoing contact with the
community of shareholders, investors and local and international analysts. It also
serves as a liaison point between the shareholders and investors with the
governing bodies of the company, and is the place where they can easily get
answers to questions, requirements and get their suggestions heard.
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If an investor believes that any failure to comply with these standards has occurred,
they should send a communication in writing to the General Secretary- Investor
Relations Department, located in the administrative headquarters of Promigas, calle
66 No. 67-123, in the city Barranquilla, or to the following email address:
promigas@promigas.com
This office shall notify the Board at the next scheduled meeting, where the
appropriate decisions will be taken.
14.4 WEBSITE
The Promigas Website (www.promigas.com) publishes relevant information for
shareholders, investors and people who are interested in the business (customers,
analysts, members of the community, journalists, suppliers, etc.).
This Corporate Governance code is published in the Website together with
Promigas financial statements.
14.5 QUARTERLY REPORTS
Promigas sends shareholders and investors a quarterly report, which
communicates relevant issues of interest to them, as well as information on the
most important developments of the company.
CHAPTER IX
STAKEHOLDERS
Promigas acts responsibly in all the activities it develops. As such, year after year it
has been consolidating its external relations, in line with its philosophy of making
the human the center of everything it does, together with its ethical principles that
characterize its corporate culture. In addition to tracking and exceeding its annual
goals and generating profits for shareholders, it is interested in promoting and
maintaining long-term and mutually beneficial relationships with a range of different
groups, allowing them to grow and develop. These stakeholders are: the
community, customers, creditors, shareholders, unions, government, suppliers of
goods and services, employees and society in general.
In fulfillment of its Corporate Social Responsibility program, Promigas contributes to
the social and economic development of the region and the country, helping
underprivileged communities located in the area of influence of the natural gas
transmission and distribution systems by implementing high impact sustainable
social programs through the Promigas Foundation.
July 5, 2012
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