Annual Sustainability and Management Report 2012 Message from the President To our shareholders and other stakeholders: During 2012 we continued to advance in our endeavors with a long-term perspective, searching for the best way to give back to all our stakeholders. We are guided by sound principles centered on the human being, within the concept of sustainability. As part of our commitments, this year we accomplished important achievements and faced some difficulties, which we will elaborate on in this report. Our operation was impacted by the extreme weather conditions of late 2011 and early 2012, when torrential rains prevented us from carrying out work as normal, affecting a section of our trunk gas pipeline. Climate change is having a marked impact on the transmission of natural gas, posing new challenges that we need to face both as agents and regulators. After a delay of more than five years, the CREG (Regulatory Commission for Gas and Energy) issued tariff resolutions for gas transmission companies. In the process they stopped approving the investment projects needed to meet new demands and to strengthen the redundancy of some transmission systems. In 2012 we decided to focus our business on the transmission and distribution of natural gas, the distribution and sale of electricity and related activities, which is why our Board of Directors approved a promise of sale agreement for 100% of the shares of Promitel, a company dedicated to transporting voice and data. For nearly 13 years the people of this company worked tirelessly, making significant contributions to the achievements of our organization. Our financial results were better than those forecast in the budget, highlighting the income growth of our portfolio. In relation to our contribution to providing a better quality of life in our environment, we note with satisfaction that our Promigas Foundation remains a benchmark for social innovation and knowledge management, based on its contribution to quality education in the region and throughout the country. It has also contributed to the generation of 1 income and entrepreneurship in families in the areas where we operate, providing training opportunities, advice and microcredit to improve lives. Our inclusive business Brilla is an example to follow in developing countries at a national and international level. To consolidate our operations and ensure the company has a strong future, we will continue working on the integral sustainability of all our processes. With this concept at the heart of everything we do, together with the essential contributions of our people, we will successfully respond to all our stakeholders. Antonio Celia Martínez-Aparicio President 2 Our Sustainable Management Framework Corporate Strategy with a Sustainable Focus Promigas defined its new corporate strategy in 2010, and set out its sustainability management framework in 2012. This focus is evident today in the extension of its scope to include strategic elements of the Company such as the corporate policy, which includes the eight commitments that were defined by consensus, taking into account the expectations of our stakeholders. We work with dedication to implement our sustainability management program. We talk with our stakeholders We identify relevant sustainability issues We build our sustainability focus in a participative way, materialized in eight commitments We incorporate the sustainability focus in the Corporate Policy We define action plans and indicators to generate the eight commitments in coordination with the corporate strategy We evolve in the exercise of accountability, with the publication of our first Sustainability and Management Report Below we present the specific commitments contained in the Corporate Policy, which was disclosed by our President in 2012 to all collaborators, requesting that the commitments be included in each of the processes they participate in. Related Stakeholders Commitments Relevant Issues1 Focus 1. Sustained Growth 1 Promote the expected performance and sustained growth through effective identification of opportunities and management of investments and Economic performance Risk Management Creating Shared Value Research, development and innovation Shareholders and related companies Others Collaborators, suppliers, clients, energy sector, Government In 2012 we updated the relevant issues for each of the sustainability commitments, which we had identified in 2011 with our stakeholders (See Annual Sustainability and Management Report 2011, page 13). 3 resources, according to the risk levels. 2. Ethical and Transparent Conduct Develop our activities as part of the best corporate governance practices, promoting ethical and transparent behavior. Ethical corporate culture Good corporate governance Shareholders , Board of Directors, collaborators, suppliers Related companies, Government and authorities, community, communication media and society in general 3. QA and Service Culture To provide reliable and quality services, by applying the highest national and international standards, effective risk management and continuous improvement of our processes. Client Service Quality of services Internal and external clients Related companies 4. Safe and Healthy Work Environment Ensuring the safety of our operations, providing proper conditions and strengthening the culture of prevention and health and safety behaviors. Collaborators, clients, community, suppliers and contractors Related companies Collaborators Related companies Society in general Related companies Gas pipeline Integrity Physical Security Health and safety of collaborators Health and safety of contractors Customer Security Security community pipeline neighbors 5. Integral Human Talent Promote the wellbeing of our people and the development of their intellectual, emotional, physical and social dimensions, and to maintain a positive work environment. 6. Environmental Responsibility Strengthen the environmental culture among our stakeholders, promoting the rational use of resources and the prevention and mitigation of the impacts of our operation. • Environmental Management System • Materials Management (inventory, direct and indirect inputs) • Management of resources (energy and water) • Waste management • Climate change • Environmental Education • Environmental management 4 Training Wellbeing Compensation Corporate culture suppliers and contractors 7. Sustainable suppliers Build and maintain commercial relations with suppliers and contractors, under fair and transparent conditions. Recruitment and contracting Relationships and communication Development of suppliers 8. Communities with Quality of Life Contribute to improving the quality of life in the regions where we operate, through social management practices with emphasis on education. Suppliers and contractors Framework for community Community and local relations Contribution to the quality government of public education in local populations Impact on the communities of natural gas infrastructure works Related companies Related companies, National Government, NGO Relationships with Stakeholders Aware of the role that stakeholders have in the compliance with our strategic objectives, we must maintain constant communication with them through various mechanisms. In 2011 we opened a specific channel of dialogue to address aspects of our approach to sustainability and our eight commitments, which has allowed us to get to know their views and ideas, and to help identify relevant issues to strengthen our sustainable management. In 2011 we held talks with employees, suppliers, contractors, related companies, Board members and minority shareholders. In 2012 we emphasized talks with our people: more than 90 workers from different installations in Barranquilla, Cartagena and Riohacha participated. Associations, committees or working groups in which we participate American Gas Association -AGA- 5 Activities Active member of the Gas Control Committee (the only Latin American company with a seat on this committee) and Transmission Measurement Committee. Asociación Colombiana de Corrosión y Protección (Colombian Association of Corrosion and Protection) Participation in the Board of Directors. Asociación Colombiana de Relaciones Industriales y Participation of employees from Human Resources Management. Personal -ACRIP- (Colombian Association of Industrial and Personal Relations-ACRIP-) Asociación de Fundaciones Empresariales -AFE- (Association of Corporate Foundations-AFE-) Participation of the Promigas Foundation as a Board member. Comité Técnico del Grupo Apell (Apell Group Technical Committee) Participation in the planning and execution of drills. Concentra Information exchange natural gas sector. Consejo Nacional de Operación -CNO- (National Council of Operation) Active participation of members of the Vice Presidency of Operations. Fundación Probono (Probono Foundation) Promotion and protection of the rights of vulnerable communities without access to legal services through the volunteer work of our lawyers. Icontec Participation in the creation and revision of standards. Instituto de Auditores Internos (Institute of Internal Auditors) Training in professional standards of internal auditing and updates in changes to them. Latin American Corporate Counsel Association Exchange of ideas and best practices in discussion forums with lawyers from Latin American companies. National Association of Corrosion Engineering -NACE- Participation of employees from Promigas Maintenance Management. Naturgas Active participation on the Board and the various working groups for the analysis and management of issues in the natural gas sector. Our Challenges in 2013 6 Achieve the appropriation of our sustainability focus expressed in our new Corporate Policy and its incorporation into our management processes. Sustained Growth Economic Environment This year transpired amid a still complicated situation in the world economy, especially in Europe. The decline in investor confidence and high volatility in many financial markets set the prevailing tone during this period. This scenario has impacted emerging economies, as they have had lower growth than expected. The Colombian economy, although it has not completed escaped from its effects, had one of the most outstanding performances in the region and remains a popular destination for investors. The contribution of the mining, energy and financial sectors was significant, offsetting the decline in performance of industry and construction. For the third consecutive year inflation remained within the target range set by the Banco de la República (Colombian Central Bank) registering its lowest value in the last twelve years. Factors such as the revaluation of the peso and lower oil prices, among others, influenced the decline in consumer prices. The bank responded appropriately to the circumstances that occurred during the year, beginning with a possible overheating of the economy, through to a slowdown in the final months of 2012. Like most regional currencies the peso continued to strengthen against the dollar. The remarkable appeal our country offers boosted the entry of considerable capital flows exceeding the high amount of the previous year. Improving employment rates, reducing informal labor, increasing access to higher education and bridging the inequality gap remain priorities of our society. With this in mind, at the end of the year a tax reform was approved reducing Sales tax rates, establishing tax breaks for certain salary levels and decreasing the payroll taxes on formal employment. The year was very positive for the bond market. Government bonds had rates which were in response to the low inflation and monetary policy. The equity market displayed a recovery in the first months and then a short period of losses, followed by a subsequent uptrend. It is worth highlighting the effort made by the Government to improve the quality of education. There are specific and focused plans that seek to reduce the significant backlog 7 we have in this area. The quality of our education must be an urgent commitment of everyone. The unemployment rate at the end of the year was 10.4%, slightly higher than expected, given the less dynamic economy in recent months. It is worth noting that Colombian government bonds were issued at an unprecedented rate. A fixed rate of 4.375% is a clear demonstration of the attractiveness of the country to investors, a result of a serious and professional management of our economy. Sector and Regulatory Aspects Price of gas and petrol: the price of natural gas from the La Guajira field continued the upward trend of the previous years. In the first half it stood at USD/MBTU 5.80, while in recent months it reached the maximum historical high of USD/MBTU 6.04, which adversely affects competitiveness. The Price of crude showed an upward trend in the first months of the year; the following months were characterized by their relative stability. The price began to decline from mid-May through July, due to the increased supply of OPEC countries and inventories in OECD countries, lethargic performance in industrialized economies and a reduction in geopolitical tensions in producing countries. There is no justification for gas prices in La Guajira to continue to be directly linked to the prices of oil derivatives. The need to review this situation has been commented to the competent authorities on several occasions, as it creates obvious distortions. Indeed, the price of natural gas in the interior of the country is at levels close to US 4/MMBTU and there is no reason for such large differences to be presented in the price of the same product. Definition of a tariff: after a very long and unnecessarily complex process conducted by the CREG (Regulatory Commission for Gas and Energy), which in our case represented a delay of more than five years; in November 2012 the tariff rulings were issued for the gas transmission companies. Most of these companies have been forced to file motions for reconsideration, to try to gain recognition of the necessary investment required to expand their infrastructure and service and to achieve the consideration of essential criteria when setting tariffs. The damaging delays and misconception of certain decisions of the regulatory body are a source of deep concern and corrective action must be taken to restore confidence. 8 Shortening the times by deciding to simplify processes, and to have, if disagreements occur, different instances of the same commission are just a few of the reforms needed. To avoid further damages and without stopping the search for solutions to our differences, we apply the new rates at the end of 2012. For the majority of the transmission companies the regulator did not give out the correct signals regarding the expansion of the system, and also ignored the importance of incorporating additional production volumes to the supply. Neither does it seem to notice that the devastating effects of climate change require investments to provide reliability and redundancy. We feel that they are oblivious to the need to take timely decisions. Modification of the Distribution Code: according to CREG Resolution 059 of 2012, the natural gas residential customer now has the obligation to conduct a periodic review of their domestic gas installation and get a certificate to prove service readiness, a responsibility that previously lay with the distributors. Now they can choose the company they choose from a list endorsed and published by the respective service provider. This resolution, however, does not relieve distributors of their responsibility to terminate the gas service to users who cannot demonstrate the adequacy of their installations. We are closely monitoring the development of this measure, as it could bring unnecessary complications in the delivery of service to our related distributors. Methodology for the distribution charge compensation: in 2012, through Resolution CREG 090, a draft resolution was issued with the proposed methodology for defining the distribution charge compensation. In our industry group, Naturgas, all the natural gas distributors are working together in the preparation of comments to said resolution in order to encourage investment, the appropriate compensation, while establishing a modern and balanced tariff scheme to allow the mass use of the service to be further extended. Supply index of the Ministry of Mines and Energy: this was updated in 2012 and includes an analysis of the reserves and demands to ensure the supply of domestic demand and define the possibilities for exporting gas. 9 Commercialization of natural gas: The CREG issued draft resolution 113 of 2012, which introduced guidelines for the sale of gas and different types of contracts. Socalled wholesale and retail markets would be defined and the figure of Gestor de Mercado (Market Operator), which would regulate matters relating to gas auctions. The industry players have expressed our comments and we will actively participate to ensure this regulation is adequate. Natural Gas Consumption in Colombia The consumption of natural gas of 894 MCFD2 on average, increased 2% compared to 2011. 352,807 new users were connected to the natural gas service during 2012, for a total of 6,583,092 families served, mainly in Housing Levels 1 and 2. This represents a 6% increase compared to 2011. Industrial users grew by 33%. The fact that more users now enjoy the benefits of natural gas reflects the remarkable results of a joint effort between the Government and investors, and it is important that the factors of this success, starting with regulatory confidence, are preserved and consolidated. For the fifth consecutive year natural gas continues to be the best rated service by the Superintendence of Public Services (SSPD). Promigas Throughout our history we've developed markets in Colombia and Latin America, investing in new businesses and building the bases to ensure our sustained development. We are an organization committed to energy and progress, which works diligently seeking the adequate compensation of our shareholders, with a long-term and deep respect for all groups with whom we interact. Our activities are focused on the transmission and distribution of natural gas, the distribution and marketing of electricity and comprehensive services for the industry. We have a presence in Colombia and Peru. Corporate events 2012 As part of our corporate strategy of focusing business on the activities of transmission and distribution of natural gas, distribution and sale of electricity and related businesses, our Board approved a promise of sale agreement for 100% of the shares of Promitel, a company dedicated to transporting voice and data. We renewed our brand and established a new image inspired by what we are: a leader in the transmission and distribution of natural gas; based on ethical and transparent behavior; centered on people, focused on current and potential markets, and in tune with our commitment to communities and the environment. For the third consecutive year, Fitch Ratings assigned Promigas a BBB- (international) rating for foreign and local currency IDRs, showing that the company reflects a low risk 2 Includes Ecopetrol inputs (operation of wells) and transmission (operation of compressors). 10 profile for investors, with stable and predictable returns. Similarly, the firm confirmed the AAA rating for local debt. Risk Management At Promigas we classify business risks as critical risks and processes. Critical risks will be analyzed during the first quarter of each year and are approved by the Board of Directors and the processes are updated regularly according to our operational planning cycle. Both are analyzed and managed in a coordinated and articulated manner. 40 actions were defined in 2012 to mitigate the risks where the residual risk assessment was classified as high, with 88% compliance by year end. It is worth noting the alignment of Corporate Control Management with the exercise of process risks, using the assessment of inherent risks3 for the definition of the plan for annual audits, which allows the verification of the existence and effectiveness of the established controls. Our Transmission Operations The length of our gas pipeline system is 2,363 km and the maximum transmission capacity 545 MCFD. In 2012 the gas transmission volume was 336.7 MCFD, a decrease of 2% compared to 2011. The electricity sector was responsible for this decline with a reduction of 8% due to a good supply of hydroelectric power during the year. Other sectors increased their average demand. Residential demand stood out, increasing 7% compared to 2011. According to these consumption figures, our gas pipeline system used on average 70.12% of its transmission capacity. Transmission volume per sector Thermoelectric Industrial Residential NGV 2011 (MCFD) 182.1 113.0 33.8 16.2 2012 (MCFD) 169.1 115.0 36.2 16.4 Variation (%) -8 2 7 1 Climate change has been a critical factor in the transmission of natural gas and its severe effects pose new challenges in the construction, operation and maintenance of our infrastructure. In the last two years we have had delays, cost overruns and a range of difficulties in our gas pipeline system. 3 The risk assessment by processes is carried out without taking into account the controls. 11 The most important event in 2012 was the case of the section of the trunk gas pipeline opposite Cabica Island, which was put at risk due to two consecutive La Niña phenomena (2010-2011) and the corresponding extraordinary increase of water in the Magdalena river. This caused a critical period between January and March as the demands of customers exceeded the transmission capacity, which was restricted by the limitations caused by the sub-fluvial crossing of the Magdalena River. The range of operational measures taken helped to meet the NGV and residential demands and in part the industrial demands, minimize the restrictions on other shippers and to gradually recover the gas pipeline capacity, as explained in the chapter on the Quality and Service Culture. We must highlight the support received from insurance companies to safeguard our assets, recognizing the economic impact of the emergency, which will enable the replacement of said section before the end of 2013. Meanwhile, temporary measures were taken, which were necessary and urgently required, to ensure we could provide our gas transmission service. Innovation Promigas was one of 15 companies selected in meeting 534 of Colciencias to strengthen the management capacities for the innovation of Colombian companies and to define and adopt a strategy for innovation, enabling them to establish practices and to formalize the processes of generation and appropriation of knowledge. This project began in July 2012 and will run until the end of 2013, including the selection of high impact ideas which aim to structurally and functionally respond to the needs of Promigas from a strategic focus. 12 Our Portfolio of Investments Gas Natural Transmission Gas pipeline* Length of gas pipeline (km) Maximum pressure (Psig) Promigas 2363 1200 Maximum Capacity (MCFD) 545 Operating figures* Length of gas pipeline (km) Transmission volume (MCFD) Maximum capacity (MCFD) Hired capacity (MCFD) Volume/Maximum capacity (%) Growth (%) Transmetano 189 45 78 69 58 10 Transoriente 333 20** 42*** 50 68 62 Transoccidente Financial figures* Operating income (millions of pesos) Sales costs (millions of pesos) General expenses (millions of pesos) EBITDA (millions of pesos) EBITDA margin (%) Net profit (millions of pesos) Net margin (%) Promigas stake (%) Transmetano Transoriente Transoccidente 11 36 69 64 51.9 5.4 31 707 59 139 5083 9026 30 476 1456 4506 5612 1232 22 766 1 12 080 38 99.64 46 153 78 1942 3 73.27 2858 56 1757 35 69.00 *Figures from 2012 **Transmission volume Gibraltar - Bucaramanga: 20 MCFD. Transmission volume Barrancabermeja - Payoa Bucaramanga: 14 MCFD *** Maximum capacity Gibraltar - Bucaramanga: 42 MCFD. Maximum capacity Barrancabermeja - Payoa Bucaramanga: 32 MCFD Transmetano 13 Surpassed the record transported volume in 2012, with the largest daily transmission volume during November of 52 MCFD. One of its major clients completed a 15-year contract, giving Transmetano the opportunity to reach commercial agreements with shippers. In order to expand market coverage and to position natural gas in the areas of influence of the gas pipeline, in 2011 the company filed a regulated tariffs request with the CREG for the gas pipelines in the municipalities of Yolombó, Don Matias, Maceo and Santo Domingo, and after receiving the resolutions which established the regulated tariffs for these municipalities must file motions for reconsideration. Transoriente Marked one year of operation of the Gibraltar – Bucaramanga gas pipeline, with the transmission of 20 MCFD for this section and 14 MCFD for the Barrancabermeja Payoa – Bucaramanga section. It also reached 68% of hired capacity. Obtained the certification of their management systems under ISO 9001 (Quality), OHSAS 18001 (occupational health and safety) and ISO 14001 (Environmental). It also received the NORSOK S-006 certification, the Norwegian standard adopted by Icontec to facilitate companies in the hydrocarbons sector to monitor and evaluate the performance of contractors with regards in industrial safety, occupational health and the environment. Transoriente was awarded a score in category A: Excellent. Transoccidente Transmission volume increased 5% compared to 2011, with 92% of its capacity hired. It was recognized by the Colombian Council of Safety with the Cruz Esmeralda (Emerald Cross) in category 3 (scale from 1 to 5) for its management in health, safety and the environment. Integral Solutions for the Industry: Promisol Operating figures * Average dehydration volume (millions of cubic feet per day) Available hours/month Financial figures * Operating income (millions of pesos) Sales costs (millions of pesos) General expenses (millions of pesos) EBITDA (millions of pesos) EBITDA margin (%) Net profit (millions of pesos) Net margin (%) Promigas stake (%) 593 669 26 464 20 469 1747 9198 35 4506 17 100 *Figures from 2012 Changed the company name and brand, from Promigas Servicios Integrados S.A.S. (PSI) to Promisol S.A.S. 14 Renewed the contracts with customers for the provision of dehydration and compression systems. Reached an agreement to buy 51% of Enercolsa SA, a company located in Cartagena, with the aim of expanding its portfolio of services and coverage. Obtained the certification of their management systems under ISO 9001 (Quality), OHSAS 18001 (occupational health and safety) and ISO 14001 (Environment). Distribution of Natural Gas The distributors of our portfolio carry natural gas to more than 2,616,000 users in Colombia, 40% of the domestic market, which represents more than 9 million people, and more than 100,000 users in Peru. Coverage* Number of Communities Potential market Coverage (%) Operating figures* Circuits during the period Accumulated circuits Users for period Accumulated users Volume (thousands m3) Financial figures * Operating income (millions of pesos) Sales costs (millions of pesos) General expenses (millions of pesos) EBITDA (millions of pesos) EBITDA margin (%) Net profit (millions of pesos) Net margin (%) Promigas stake (%) *Figures for 2012 15 Gases de Occidente Surtigas Gases del Caribe Efigas Gases de La Guajira Cálidda 108 133 133 25 39 12 1 247 188 76.79 649 274 83.79 821 962 89.63 516 093 80.60 112 995 90.79 1 935 876 41.56 Gases de Occidente Surtigas Gases del Caribe Efigas Gases de La Guajira Cálidda 52 521 34 105 30 846 42 953 3321 70 358 1 116 687 60 601 857 556 1 035 191 617 589 40 112 561 995 640 570 803 914 32 382 720 563 1 060 117 490 544 41 792 395 389 362 368 89 731 5019 80 602 22 703 243 380 39 519 103 721 4 762 898 Gases de Occidente Surtigas Gases del Caribe Efigas Gases de La Guajira Cálidda 630 961 466 406 620 032 285 323 36 682 476 796 421 339 295 391 401 775 166 695 18 030 295 933 95 104 82 163 93 632 39 571 11 742 97 811 131 548 100 436 144 648 87 506 8529 114 060 21 22 23 31 23 24 79 385 47 459 112 967 48 024 5549 45 956 12.58 90.12 10.18 99.01 18.22 30.99 16.83 24.79 15.13 26.73 9.64 40.00 The results of the annual survey conducted by the respective Chambers of Commerce in each city put the natural gas distribution companies in our portfolio, for the ninth consecutive year, in the first place in their respective regions, out of all the public service providers. In April 2012 the new SAP software was successfully implemented in Surtigas, Gases del Caribe and Efigas for their financial and administrative processes, which has given us an improvement in controls, ease of reporting and greater productivity. Gases de Occidente Began providing the gas service in the 10 municipalities of Cauca, which increased the potential population to 1,247,188 users as of December 2012. An event of force majeure created by a landslide in the Mariquita - Cali gas pipeline (in the Salinas sector), caused a 5-day interruption in the natural gas service to users in the industrial sector and NGV. The service was safely reestablished, supported by established procedures and the dissemination of preventive information in the media. In December bonds worth COP 200,000 million were issued; COP 110,382 million 10-year bonds at a rate of 3.75%; and COP 89,618 million 20-year bonds at a rate of 4.13%. The company has an AAA rating from Fitch Ratings of Colombia. Surtigas Coverage was expanded to other regions of the country with the purchase of the assets of Edalgas, the natural gas distribution company in northern Antioquia which has a market of three municipalities (Puerto Berrio, San José del Nus and Cisneros) and 19,972 potential homes. In 2012, 16 communities were supplied with the natural gas service through virtual gas pipeline technology, for a total of 15,001 users. As a result of proper commercial management, two customers in the industrial sector in the departments of Bolívar and Sucre replaced coal with natural gas in a significant percentage of their industrial processes, increasing the gas sold by Surtigas in 163 Mm3, equivalent 25% of the total volume. Gases del Caribe 16 Gases del Caribe and its subsidiaries Efigas and Gases de La Guajira connected 78,882 new users to the natural gas service, reaching 1,196,602 communities in 197 towns of the departments of La Guajira, Cesar, Magdalena, Atlántico, Bolívar, Caldas, Risaralda and Quindío. Efigas started the project to expand the coverage of natural gas service in 11 new municipalities in Caldas and 5 in Risaralda, increasing the potential population by 34,000 users. Sales of Efigas decreased by 2.8 Mm3 as a product of gas restrictions in the months of January, May and November from the Transportadora de Gas Internacional (Gas Transportation Infrastructure) -TGI-, a company that delivers fuel to them. Thanks to the commercial and technical management of the company, service restoration was reestablished in optimal conditions of quality and safety. Orión, Call Center Service Provider The distributors in our portfolio in Colombia came together to create Orión, a company launched in mid-2012 with the purpose of providing customer service with the highest international standards. It is based in Cali and with over 100 consultants, serving users located in the cities where our distributors are present. Cálidda Support for the national government and its plan to provide the mass use of natural gas in Lima and Callao continues, reaching a total of 101,141 users. During the year it sold 20,813 connections with subsidies. Construction of the Chaclacayo core was completed, increasing duct capacity by 4.6 MCFD. In December 2012 a distribution contract was signed with a thermoelectric company located in the municipality of Chilca, for a firm volume of 84 MCFD, valid for a period of 20 years. Brilla Historical Figures Credits granted (millions of pesos) Number of benefitted users Portfolio (millions of pesos) Percentage portfolio >60 days (%) Brilla Beneficiaries, by Housing Level Level 1 Level 2 Level 3 Level 4 Level 5 Level 6 738,557 834,589 283,782 1.50 2012 (%) 32 43 19 4 1 1 This inclusive business, created by Promigas and the distributors of its portfolio five years ago, is aimed at improving the quality of life of users. This social focus is key to delineating the goods that can be purchased with the granted loans. The impact of Brilla is not only reflected in the direct benefits to the user, but in many cases has become the source of income for the services provided with the purchased goods. Likewise, suppliers linked to 17 the business have benefited, more than 180 nationwide, represented in their majority by hardware stores and stores specialized in appliances and computers. In 2012 the interest in the needs of its users led it to offer educational financing for training and technological centers and university courses. Among the strategies of the business we identify the microinsurance program, which now covers more than 320,000 families who today have the ability to protect their family through the following types of insurance: life; serious illnesses; permanent and total disability and funeral costs. To date over COP 10,600 million in claims have been paid, thus benefiting the most at risk families in the regions where we operate. During its five years of operation, Brilla has benefited more than 800,000 families, who have been awarded more than COP 700,000 million in loans, with a past-due portfolio of just 1.50%. At the end of the year, EBITDA exceeded COP 50,000 million, equivalent to 10.9% of the EBITDA of the natural gas distributors. In 2012 this initiative was selected by the G20 as one of the 14 winning cases out of 290 representatives from 75 countries, thanks to its sustainability and social impact, being recognized as an innovative inclusive business model in developing countries. Distribution and Commercialization of Electrical Energy: Compañía Energética de Occidente -CEOCoverage (Zone of influence: Cauca) Number of communities Total users Kilometers of networks Operating figures New users Energy sales (GWh) Energy losses (%) Participation of users per sector Residential (%) Commercial (%) Industrial (%) Others (%) Financial figures Operating income (millions of pesos) Sales costs (millions of pesos) General expenses (millions of pesos) EBITDA (millions of pesos) EBITDA margin (%) Net profit (millions of pesos) 18 2012 38 293,058 20,545 2012 6,425 457 21.9 94.44 3.75 0.52 1.30 2012 252,163 119,389 75,225 57,549 22.82 33,040 Net margin (%) Promigas stake (%) 13.10 94.96 During 2012 significant achievements were shown in loss management, relationships with communities, consolidating the image of the company, technological modernization of processes, development of human talent, customer service, the creation of a payment culture, the reduction in fraudulent connections and recovery of confidence: 6,425 new customers were connected, totaling 293,058. Energy losses fell from 26.9% to 21.9%. There are 38 sales offices in the 38 municipalities covered by the service. Approximately COP 13,500 million has been invested to reduce the percentage of users without measurement. Mobile operations implemented in remote municipalities, to facilitate the collection and reception of complaints. With 46 complaints per 10,000 users the target of 50 complaints was exceeded. Corporate Financial and Economic Management Financial Statements The main figures of the Balance Sheet and the Results Statement for the year 2012, compared to 2011, are shown below: ASSETS Current Assets Net Fixed Assets Other Assets TOTAL ASSETS Balance Sheet (figures in millions of pesos) DEC-11 163,520 321,540 1,898,165 2,383,225 DEC-12 174,427 377,390 2,055,973 2,607,790 % 6.7% 17.4% 8.3% 9.4% LIABILITIES Current Liabilities Long-term Liabilities TOTAL LIABILITIES 250,254 828,588 1,078,842 408,146 690,364 1,098,510 63.1% -16.7% 1.8% TOTAL EQUITY LIABILITIES + EQUITY 1,304,383 2,383,225 1,509,281 2,607,790 15.7% 9.4% Total assets increased by 9.4% due to the increase in fixed assets and other long-term assets. Within fixed assets we highlight the investments in infrastructure made during the year, which amounted to COP 103,755 million, which included a change of coating, sectioning valves and cathodic protection systems in the 5 sections of the pipeline and the 19 backup compressor at the Caracolí station for the expansion of the Palomino station and the variation in the lines from 20 to 24 inches, among others. As for other assets, during 2012 the capitalization of Cálidda was executed for COP25,528 million and advances for future capitalizations were registered for the companies Complejo Energético del Este S.A. for COP 1,615 million and Sociedad Portuaria LNG Barú SAS for COP 2,488 million. The Promigas-Gasprom merger was also carried out, Gasprom was an investment vehicle owned 100% by Promigas, merged by a restructuring in the investment portfolio of the company; the shares held by Gazel and Terpel in Transmetano, Promitel and Promisol were purchased, for COP 11,776 million, with the stake in in these companies reaching 99.6%, 100% and 100%, respectively. Current liabilities increased 63.1% due to the increased financial obligations for the transfer of short-term balances due, and accounts payable to suppliers for the construction of the alternate sub-fluvial crossing, the commission for selling Promitel for COP 3,229 million and recording the provision of COP 2,223 million for the decommissioning of the gas pipeline opposite Cabica island. Additionally loans were borrowed to cover the payment of bonds for COP 100,000 million, maturing in May 2012, and to finance the investment plans of the company. The decrease in long-term liabilities was due to the transfer of short-term financial obligations, cited above, and the reversal of deferred tax recognized historically in Promigas on the profits of Arenosa Investments for COP 24,332 million. The equity of the company grew by 15.7% due to increase of the surplus as a result of real estate evaluations performed at the end of the year and the increase in the surplus according to the equity method valuation due to the appreciation of the permanent investments. Operating Income Costs and Expenses EBITDA Operating Profit Other Income Other Expenses Net profit Results Summary (figures in millions of pesos) 2011 2012 226,216 246,206 157,090 191,444 120,407 106,482 69,125 54,762 200,303 242,039 79,125 79,858 186,507 240,869 % 8.8% 21.9% -11.6% -20.8% 20.8% 0.9% 29.1% Operating income increased 8.8% despite the fact that revenue for the transmission of gas to thermoelectric companies was affected by the emergency in the trunk gas pipeline 20 opposite Cabica island. This was due to the payment of a portion of the compensation for the emergency received from the insurer, for COP 31,552 million, as well as for the revenues from the compression contract with Chevron signed in late 2011, more work performed for industrial customers and the increase in revenues from the non-banking finance business. Costs and expenses increased 21.9% due to costs for COP 17,467 million generated by the emergence of the trunk pipeline opposite Cabica island, which were recognized by the insurance company; the higher expenses in new business projects and investment banking fees for the Promitel process. Additionally, there was a higher consumption of gas in the compressor stations as a result of the contract with Chevron, higher costs for industrial clients and loan provisions of FNB. The operating profit and EBITDA decreased as a result of more costs in 2012, as mentioned above. Other non-operating revenue increased 20.8%, due to the remaining payment of the insurance compensation for the emergency (COP 32,490 million), and the increase in the revenues using the equity method for Transmetano in 27%, Compañía Energética de Occidente - CEO-in 80%, Promisol in 259% and Gases de Occidente in 15%. The other non-operating expenses increased 10.5% due to the extra financial expense resulting from the higher average debt balance to December 2012 (COP 923,088 million) in relation to 2011 (COP 888,882 million), when registering the decommissioning of a segment of the sub-fluvial crossing, for the provisions for the advance delivered for the erosion control works on the Magdalena River due to the emergency and the dismantling of the gas pipeline of the sub-fluvial crossing where this happened. Net profit was COP 240,869 million, a growth of 29.1% compared to 2011. With these results we achieved a Budget execution of 110% of the approved budget for 2012. Disclosure and Control Systems for Financial Information The monitoring mechanisms established by Promigas in its internal control system allow it to reasonably guarantee that during 2012 there were no deficiencies in internal controls that have prevented the proper recording, processing, summarizing and reporting of financial information and there has not been any knowledge of fraud, malicious errors or manipulations in the management report or in the financial statements. These mechanisms are: 21 Internal audits by the Corporate Control Management of Promigas, based on the COSO II and in compliance with the Sarbanes-Oxley Law-SOX, to evaluate the controls implemented in the different processes and, especially, those related with the processing of financial and accounting information. External audits by international audit firms, which evaluate and issue a concept about the internal control of the Company and, in general, about the processing of the financial and accounting information and the statements generated by the company. Management of the Audit and Corporate Governance Committee, aimed at assessing the processes related to business risks and its control environment, overseeing the presentation of financial information, evaluating the processes of Corporate Control Management and the Statutory Auditor and ensuring appropriate transparency and disclosure of information. Perspectives 2013 Overall the expectations for 2013 are positive. It is expected that there will not be as much volatility in the markets as in previous years and if the global economy continues to recover we will continue to grow at higher rates, even though the implementation of public works must be accelerated to give greater impetus to the economy. It appears that El Niño will be moderate which means slightly higher gas consumption than the previous year and food prices will not suffer such negative impacts. There is cautious optimism about the peace process that is being decisively led by the Government. Concerns exist about the appreciation of the peso and therefore the loss of competitiveness of some of our exports, the central bank should keep looking at reasonable and creative options to overcome, if possible, the revaluation process. On the other hand, and while it is true that the issue deserves special attention, great care must be exercised not to implement hasty measures without sufficient analysis of the energy and natural gas prices on behalf of some industries who are decreasing in size and claiming adjustments in these prices. The course of the necessary pension and healthcare reforms will have to be watched carefully, as well as the results of the tax reform, especially with respect to employment. We have the challenge of finding more effective mechanisms and processes to build the infrastructure that is urgently needed in an economy that is opening up more to the world. We must continue to support the Government in its efforts to improve our education, which must be an objective of the highest consideration for everyone. Regulatory activity will be intense: The definition of the new marketing framework for the wholesale market is expected; something must be done to obtain more homogeneous gas prices. Current prices in La Guajira are not consistent with the reality of the market. 22 Also, the definition of remuneration methodology for distribution and marketing will be relevant, as the new charges for the distributors of the country will be released, estimated to be set before the end of the year. Hopefully the CREG will provide the proper conditions to continue increasing coverage and benefiting communities that still do not have a natural gas service. No less important is the supply and reliability of supply in order to provide energy security to the country in the medium and long term. In this sense it is a priority that the CREG define what will be done if faced with a possible scenario of import and trading of LNG. Of note is the consistent and serious commitment of the government to find new gas fields, which will hopefully result in the consolidation of our reserves. Regulatory decisions require us to look for other ways to make some projects viable. This involves some risk because in a regulated public service the correct and timely intervention of the State is necessary. The Ministries that are part of the CREG should pay careful attention to their performance and study the needed reforms urgently. They cannot continue to constantly delay decisions and give mixed signals. Already as a result of this large investments have been delayed with serious consequences for the country and many businesses. In the global context the natural gas boom it is conducive to the growth of our businesses. We believe that natural gas use will continue to rise, and in Promigas we want to remain leaders in this process. Therefore, we advance in the search for opportunities and synergies in our investment portfolio to continue to develop creative energy markets. Our Challenges in 2013 23 To position Promigas to its audiences as a growth-focused organization in the sectors the current and future companies in its portfolio belong to. Continue the expansion of our business into new markets and sectors. Contribute to business continuity by developing an operational contingency plan (OCP). Position Brilla nationally and internationally. Strengthen management capabilities I+D+I. Ethical and Transparent Behavior Pillars The behaviors and ethical, transparent practices are a constant in the organization and are led by senior management. Therefore, we have defined and prioritized three fundamental pillars: Code of Conduct, Code of Good Corporate Governance and Anti-Fraud Policy. Code of Conduct Establishes the guidelines so that all our employees, affiliates, suppliers and contractors act ethically and responsibly, doing the right thing the right way and making decisions with utmost integrity within the applicable regulations and in line with our corporate values. We conduct in-person and virtual training annually for our people and contractors to disclose the provisions of the Code of Conduct. Starting in 2012, this same training will be provided quarterly to all employees who joined the company during that period. In 2012, 100% of our collaborators received virtual or interactive training about the Code of Conduct. Code of Good Corporate Governance Contains the necessary measures to ensure respect for our shareholders and investors, and provide the organization transparent procedures to provide adequate and timely information. We will periodically perform updates to the Code in order to keep the highest standards of corporate governance. Anti-fraud policy This tool provides the basis for reducing the risk of fraud through screening and prevention, allocation of responsibilities, the development of controls and investigation procedures. In 2012 we carried out a training process for the prevention of fraud with collaborators from key Promigas dependencies and related companies, such as the treasury, purchasing, risk management, among others. 24 Other Self-regulation and Ethics Promotion Policies Policy of Relations with Government Officials or Entities. Manual for the Prevention of Money Laundering and the Financing of Terrorism. Transaction Approval Policy-TAP. Procedure for Transactions with Stakeholders with the Directors. Conflicts of interest. Compliance Compliance management is a living process which forms part of the structure of the organization and involves the definition, education, prevention, detection, collaboration and execution, to ensure activities in our organization are consistent with ethical pillars. To achieve this we work in outreach and awareness activities aimed at employees, contractors and related companies; in 2012 we shared our good compliance practice with them. Reports Promigas has provided mechanisms to report the situations that violate ethics and transparency, the most important being open dialogues between collaborators and their immediate manager. Another method is the Confidential Reporting System, a tool used by Promigas and its related companies so that any stakeholder can anonymously report incidents of noncompliance with the Code of Conduct or the like. This system has a hotline and a website, both channels operated by an outside firm that ensures the confidentiality of reports. In 2012 we led an intercompany alliance to conduct a workshop with the international company Global Compliance4, directed at private companies in order to position and strengthen the right way to conduct research. The training event, which this firm conducted for the first time in Colombia, was attended by representatives of different companies including EPM, UNE, Avianca, Prodeco and Ecopetrol, some of which subsequently visited Promigas to get to know specific initiatives. 4 Global Compliance: expert in the implementation of confidential reporting systems and methods to investigate possible misconduct. 25 Corporate Control We believe that the proper management of internal control, led from senior management, helps create a work environment conducive to the strengthening of values and participative decision making. In line with the above, in 2012 we made a diagnosis of internal processes to give greater impetus to the decision-making process and to achieve maximize efficiency and effectiveness in all our actions. Also, together with related companies, we conducted a self-assessment of the function of the internal audit to align it with international standards, which helps to increase investor confidence, customer satisfaction and management effectiveness. External, SSPD and Financial Superintendence. External control is executed n line with the regulations that apply to us: Statutory Auditor, Audit Government Bodies General Assembly of Shareholders: our maximum corporate body. Board of Directors: senior management body acting on behalf of sustained growth of the Company. Audit and Corporate Governance Committee and Compensation and Development Committee: accompanying the Board of Directors in its management. President, Senior Management: lead the processes of the organization, with the support of their teams Eight Committees: responsible for the evaluation and monitoring of the processes and activities. The President of Promigas, Antonio Celia Martínez-Aparicio, has been present in the Merco reputation monitor for 5 years, holding a position among the top 20. He was also honored by the magazine Semana last year as one of the top 10 leaders of our country for contributing to the advancement of Colombian society through positive change. 26 Shareholders At the close of 2012 the Company had 754 shareholders. Share Composition Corporación Financiera Colombiana S.A. EEBGAS LTD. CFC Gas Holding S.A.S. Amalfi S.A. Fondo de Pensiones Obligatorias Protección Moderado Consultorías de Inversiones S.A. Promi CFC S.A.S. Azurita S.A. Gloscar S.A.S. Y CIA S.C.A. LIPU & CIA S.C.A. FPO. BBVA Horizonte – Moderado AEI Promigas Investments LTD. Fondo de Pensiones Obligatorias Colfondos Moderado Conscar & CIA S.C.A. CSDTG S.A.S. Mayo Capital Investidura S.A. Martdos S.A.S. Negocios y Representaciones S.A.S. Compañía de Seguros Bolívar S.A. Monsalve Macías Consuelo del Socorro Others Total Stake (%) 34.08 15.64 10.58 7.99 5.44 5.13 4.95 2.49 2.25 2.06 1.36 1.30 1.23 1.07 0.56 0.24 0.20 0.16 0.14 0.12 3.00 100.00 In the past two years the following changes occurred: In 2011, the Corporación Financiera Colombiana S.A. -Corficolombiana- and the Empresa de Energía de Bogotá -EEB-, acquired through foreign Investors an indirect stake of 10.58% and 15.64% respectively. During 2012, through the of the foreign investors Promigas included CFC Gas Holding SAS with 10.58% and EEB Gas Ltd with 15.64% in the book of shareholders. Durante 2012, por medio de escisión de los inversionistas extranjeros, se incluyó en el libro de accionistas de Promigas a CFC Gas Holding SAS con 10,58% y a EEB Gas Ltd con 15,64%. Corficolombiana registered two Takeover Bids-TOB-of Promigas shares by which it acquired 18.73%, which added to what it already had yields a 34.08% direct stake. Thus, the direct and indirect stake of Corficolombiana is 44.66%. Investor Relations 2012 100% of the requests received by the Office of Investor Relations were resolved. 86% of our shareholders receive their statements quarterly. 100% can access our website, which has a section for shareholders. 27 7.54% participated in the General Assembly of Shareholders by a virtual link. Board of Directors Characteristics of the Promigas Board of Directors 100% of the members of the Board of Directors are Colombian. Percentage of Independent members. 100% (according to Law 964 of 2005) The members of the Board of Directors of Promigas must: Profile and requirements of members Possess knowledge and experience in the economic activity of the company or in the industrial, commercial or financial field. Have a good name and recognition for their professional competence and integrity. Be committed to corporate guidelines. Promigas has an induction program for new Board members, giving them access to comprehensive company information before they start performing their duties. Rules The internal regulations of the Board of Promigas reflect the principles, rules and procedures governing its operation. This is to facilitate its management and provide greater transparency, efficiency and certainty to its performance. Evaluation The Board is self-assessed, both as a collegial body and the functions of each of its members on the various committees. This body took the decision that in 2013 this mechanism will be implemented through a third party, strengthening its corporate governance standards. Remuneration The General Assembly of Shareholders determines the fees to be paid to the Board members for attending each session. Composition of the Board of Directors, by gender 2012 Men Women Composition of the Board of Directors, by age 2012 Between 30 and 50 years > 50 years 28 Number % 8 2 Number 6 4 80 20 % 60 40 Promigas Shares its Best Practices of Corporate Governance We highlight the following events we participated in during 2012: Exhibitor at the Fraud Prevention and Mitigation event in the Company organized by the firm Marcus Evans, where we shared our compliance practices and corporate control. Guest speaker to the 2nd Congress of Effective Auditing in the Energy Sector organized by the Grupo EPM, ISA and ISAGEN, where we shared our experience in the implementation of controls for compliance with the Sarbanes – Oxley law. Selected to present the initiatives and our expertise in corporate governance at the "Implementation of Best Practice in Corporate Governance" event organized by Colombia Capital and the Colombian Stock Exchange. Here we highlighted the issues of governance and the way in which we interact with the different stakeholders. Our Challenges 2013 29 Implement a quality assurance program for the internal audit function, in line with international standards. Align corporate governance tools with our focus on sustainability. Culture of Quality and Service Our Service Culture The service provided to our customers is supported by the internal culture of service, in which compliance, quality, communication and attitude are fundamental aspects to satisfactorily carry out the processes. With the participation of all units, in 2012 we are carrying out two exercises: Update the description of all the internal services of the Company. Select, based on maturity and impact criteria, the services to assess in the annual exercise of measuring satisfaction of internal customers. Year after year we evaluate the services offered internally by the dependencies, and the results are the basis for establishing service agreements. In the last measurement, the satisfaction rate was 92.03%, an increase of 4.8% compared to the previous year. In natural gas transmission we have 12 clients located in the Colombian Caribbean region, among which are thermoelectric companies, natural gas distributors, cement, petrochemical, and mining companies and other industries. In our role as a distributor, we operate the natural gas distribution network in Barranquilla, where 58 industrial customers are connected to the service. Our goal is to guarantee our clients a timely, reliable and safe service, through the adoption of policies, standards and practices, such as: Quality Management System based on ISO 9001 version 2008. Commercial Policy, which sets out the contractual options we offer to current and potential clients and the conditions for optimal provision of the service, within the regulatory framework established by the CREG. Timely and efficient service requirements. Our Operations Operational excellence is one of the premises to offer our customers a reliable natural gas transmission service with permanent availability, which motivates us to develop our operation with a strict adherence to the highest standards of quality as well as national and international regulations applicable to the business. 30 The year was atypical for Promigas, as due to the occurrence of two consecutive La Niña weather phenomena, we began 2012 with key section of our gas pipeline system in Cabica Island being exposed. Principal operating figures Volume of gas transported (MCFD) Maximum Capacity (MCFD) Average volume /Capacity (%) Percentage of volume contracted with clients (%) Gas leaks (number) Gas losses (%) 2009 2010 2011 2012 359.3 545 65.93 390.4 545 71.63 345.1 545 63.32 336.7 545* 72.70 100 99 100 100 12 0.7550 15 0.6552 10 0.4829 7 0.6652 *Due to the adverse effect of the trunk gas pipeline transmission the average capacity was 463 MCFD. Availability, reliability and continuity of the service Number of service interruption events (attributable to Promigas) Number of service interruption events (attributable to third parties) Availability of the service (%) Reliability of the service (%) 2010 2011 2012 1 0 1 14 8 13 99.9992 99.9992 100 100 99.9994 99.9994 99.90 100 Continuity of the transmission service (%) 99.9996 Trunk Gas Pipeline Opposite Cabica Island Affected In January 2012, a complex problem of erosion on the left bank of the Magdalena River occurred, opposite Cabica island (Palermo village in the department of Magdalena and Malambo municipality in the Atlántico department), caused by the intensity of the rain and high levels of water in arterial channels, putting at risk a section of gas pipeline between the Palermo station and Pimsa valve. The river bed moved jeopardizing the integrity of the gas pipeline. For safety, we decreased the pressures on this part of the pipeline. As a result the transmission of natural gas to our thermoelectric and large industries customers was affected for two days during the period of the emergency. Some thermoelectric customers were affected for a longer period and with a complete restriction of their hired capacity while the required construction works were carried out to restore the total capacity. We also implemented the necessary contingency plans to ensure the safety of workers and the surrounding community. 31 Faced with this situation we acted quickly by building a temporary bypass on the Laureano Gómez bridge crossing the Magdalena river and two more complementary pipelines opposite the island of Cabica, which allowed transmission capacity to be gradually restored. As a permanent solution, we will build a new sub-fluvial crossing to replace the section, which is expected to be delivered in September 2013. Background Promigas had identified the risks that this stretch of the pipeline could be exposed to at the end of 2010. Specialized studies indicated that in the most aggressive river erosion rate models the gas pipeline would only possibly be affected by the end of 2013, and as such Promigas took each and every one of the possible mitigation measures possible to control the situation; however, the erosion due to the La Niña phenomenon caused the left hand side of the river in the Cabica island zone to go from handling 30% of the river flow to 60%, leading to the problems described above. To highlight It should be pointed out that although said section handled 85% of natural gas transported by Promigas, a timely and effective solution was provided that prevented the occurrence of a serious emergency and assured deliveries to distributors to serve the residential and natural gas for vehicles -NGV. This quick response was thanks to the coordinated work with the government, communities and relief agencies. During this situation we had a proactive and ongoing communication with all our customers and the authorities of the sector interested in the situation, in order to keep them abreast of developments and provide, in advance, the planning of their operations depending on the restrictions on natural gas transmission capacity and effects on the market in general. It should be noted that as a result of this situation, a coordinating interagency group was created to ensure the supply of electricity to the Atlantic Coast and especially avoid the risks present in the current summer. Indicative Model for Control Center Management We voluntarily opted to abide by the regulation presented by the Pipeline and Hazardous Materials and Safety Administration, -PHMSA- aimed at ensuring human factors and other aspects of management control center called the Control Room Management Final Rule, as good practice to further strengthen our promise of operational excellence. This management model for natural gas transmission control centers contains recommendations concerning aspects such as training, fatigue management, alarm management systems, timely disclosure, among others. 32 Metrology Laboratory The lab is responsible for guaranteeing the metrological measurement systems in Promigas. It is accredited by the National Accreditation in Colombia- ONAC-in pressure, temperature and volume. In one of its two locations (Arenosa Station) the Flow Meter Calibration Bank functions with high-pressure natural gas and Transfer Prover. In both locations measuring equipment is calibrated to be used in the field to ensure accurate and reliable measurement of gas volumes delivered to customers. The Meter Calibration Bank is unique in Latin America and operates under AGA and OIML5 standards. It provides calibration services both nationally and internationally to clients in the oil and gas industry, serving 69 in 2012, an increase of 6.52% compared to the previous year. The National Government recently created the National Institute of Metrology, an entity which in 2012 under the orders of the Ministry of Industry, Trade and Tourism undertook the assessment and evaluation of all the existing calibration laboratories in Colombia, cataloged our lab as one of the best for its level of reliability, competence of personnel, management system and quality of services rendered. Maintenance Projects With an investment of approximately COP 22,600 million in 2012 Promigas moved forward with a gas pipeline renewal program that included the renewal of 35 kilometers of covering and the replacement and automation of 14 shut-off sectioning valves in the trunk gas pipeline. This is expected to improve the standards of integrity required to ensure system security and reliability in the supply of gas to customers. Satisfaction of External Clients In keeping with our commitment to build lasting, long term relationships with our external customers we annually evaluate their levels of satisfaction and loyalty, the results of which are an important input for the development and implementation of action plans that seek the continuous improvement in quality of the operation and service. 5 AGA Report No.7:2006, AGA Report No.8:1994, AGA Report No.9:2007, AGA Report No.11:2003, OIML R137-1:2006 33 As can be seen below, in 2012 some figures decreased, which naturally correspond to the situation described above in relation to the impairment of the gas pipeline and its impact on the service provided to our customers, despite our company's proactive efforts to reduce them. We receive this feedback as an opportunity to reflect on and act decisively on its improvement. Results of the satisfaction survey for external clients (%) Loyalty index General quality of the services Satisfaction of customer facing processes (%) Billing Commercial Relationship Nomination Operation Maintenance Complaints and claims handling Request handling Communications 2009 2010 93 65 2009 2011 91 70 92 77 2010 71 82 72 71 67 39 52 69 2012 86 72 2011 67 63 77 84 73 40 62 72 2012 85 89 75 92 63 75 54 74 63 77 90 68 90 53 70 77 Communication with Clients The relationship with our customers is in a framework of transparent marketing processes, timely responses and ongoing feedback, all this accompanied by the attitude of service that has always characterized us. In addition to providing customers information and news about the business and operation, the various channels of communication can also be used to make requirements or requests. We have, for example, an Electronic Operations Bulletin so that our customers and the SSPD can access updated information in real-time about the operation of the natural gas transmission system. Handling of requests, complaints and claims 2010 2011 2012 Number of requests 7 9 30 Number of requests resolved 7 9 27 Average time to resolve requests (days) 15 10 6 Number of complaints and claims 99 61 54 Number of complaints and claims resolved 99 61 54 4 5 8,5 Average time to resolve complaints and claims (days) 34 Our Challenges 2013 35 Expand the gas infrastructure required to meet the new demand and expansion of projects. To disseminate to our customers our focus on sustainability. Safe and Healthy Environment Integrity of the Gas Pipeline One of the cornerstones of our operation is the Infrastructure Integrity Management System, which includes all the inspection, prevention and detection activities necessary to assess and mitigate the risks to which it is exposed. In 2012, following the two strong and ongoing La Niña phenomena that hit the country, we updated the assessment of integrity risks. In addition, we executed construction works such as variants, deepening the pipeline and construction of geotechnical protection works in critical segments affected by the effects of heavy rains. Risk Mitigation Plans in Areas of High Consequence As part of our integrity management plan, areas of high consequence have been identified where a leak or rupture could severely affect neighboring communities. In these areas special preventative actions are carried out in additional to routine activities. We continue with the daily preventive inspection programs of the right of way in urban areas. In parallel, we advance preliminary designs and budget estimates for the construction of bypasses that will allow us to avoid the most critical high consequence zones of the trunk gas pipeline. With this information, in 2013 negotiations will be carried out with the regulator to seek approval for these investments. Infrastructure incidents Incidents (number) Grade 36 Grade 27 Grade 18 No emergencies generated 2011 2012 0 0 10 10 2 2 25 10 The grade 3 emergencies were: Leak in the Caracolí - Cartagena section due to a fault an electrical transmission line. 6 Grade 3 emergencies are those which require immediate, massive and total intervention of the external and internal resources of Promigas. 7 Grade 2 emergencies are those which require internal or external resources of Promigas, which are partially activated. 8 Grade 1 emergencies are those which cannot be controlled with minimum resources. 36 Fault in the Palermo - Caracolí gas pipeline at the sub-fluvial crossing of the Magdalena River, opposite Cabica island. This was an unprecedented event, the result of an extreme event that did not generate a gas leak. Physical Security Due to the expansion of our gas pipeline we hire personnel from private security companies and we have agreements with public authorities to ensure the safety of the infrastructure, staff, contractors and surrounding community, an activity carried out in the context of respect for the national and international guidelines on human rights. Occupational Health At Promigas we have various programs to maintain a safe and healthy environment for our employees, as part of the Occupational Health and Safety Management SystemOHSM-certified under OHSAS 18001. As part of the identification of hazards and assessment of OHSM risks, we establish specific operational controls, plans and programs for each one. Preventative and Occupational Medicine The Diagnostic of Health Conditions is carried out annually, based on which the priorities are set for risk factors that can lead to occupational diseases for workers, and the necessary Epidemiological Occupational Surveillance Systems are designed. Prevention of the use of psychoactive substances: as required by law, in 2012 we began the implementation of this program in its first phase, during which awareness campaigns were carried out aimed at all workers. Additionally random alcohol breath tests were carried out with officers who are responsible for the safety of others. Health Club: the health promotion program aimed at our staff and their families was strengthened, with an educational and fun focus, in order to get more closely involved with the health of employees, and create a culture of self-care and to reinforce healthy lifestyles with nutrition, exercise, wellbeing and alcohol prevention programs. 37 Absenteeism rate 9 Time lost (hours) 9090 Workable time (hours) 719 225 Number of workers 33210 Rate 1.26 Hygiene and Industrial Security In compliance with the program of environmental, occupational health and safety inspections, we also carry out HSE inspections every two months in different workplaces, to identify and assess the current or potential risk factors (physical, chemical, ergonomic, electrical, fire, mechanical, among others). This program has contributed to reducing risk conditions and strengthening the culture of self-management. Control of High Risk Areas In order to reduce the risk of accidents, we implement management programs focused on the safe handling of high-risk tasks that are carried out in our operations. In 2012 our efforts were focused on risk control activities that involve the lifting of loads, working at heights and handling chemicals. As a result of the implementation of these programs HSE standards were established that are included in the operating procedures. Training was also given to workers exposed to risk. Work accidents collaborators Total accidents Incapacitating accidents Rate of accidents (number of accidents / total number of employees) x 100 Frequency rate (number of incapacitating accidents / man hours worked) x 200 000 Severity index (number of lost labor days / man hours worked) x 200 000 Disabling injuries index (DII) (severity index x frequency rate/1000) Total number of days lost in the year due to injuries 9 2010 7 1 2.2 2011 6 2 1.8 2012 11 5 3.3 0.28 0.57 1.97 0.28 3.13 16.85 0.00008 1 0.00178 11 0.033* 60* In 2012 the NTC-3793 guide for calculating and recording the rate of absenteeism was adopted. The most significant change relates to counting only days lost due to medical incapacitation and not calendar days, as was previously done. 10 Average collaborators per year. * The increased rate of disabling injuries and the number of days lost to disability is due to a specific event that occurred with one of our collaborators, which was classified as severe and resulted in 44 days of disability. 38 Strengthening of the Health and Safety Culture We understand that the creation of culture is the fundamental support required to achieve a safe and healthy environment and that the role of our people is vital. The training program is put into practice annually, taking into account the needs in the identification of hazards and risks, causes of incidents and accidents, non-compliance and inspection results, among others. We currently have 25 trained HSE leaders, who carry out the management of safe behavior by observation of 8 related standards based on, among others, handling cargo, handling of chemical substances, conservation of hearing, order and cleaning, driving of vehicles and safe handling of tools. The 2011 safe behavior trend was maintained, reporting a percentage of 96%, higher than the proposed target of 90%. Forming HSE leaders This program aims to involve the children of our staff in strengthening the safety culture, planting the seeds of positive attitudes and behaviors toward a safe and healthy environment so that they replicate the concepts in their homes. In 2012 the first module was structured and launched with the objective of teaching the participating children HSE leadership concepts. 38 children from Barranquilla, Riohacha, Sincelejo and Cartagena assisted. Safety in the Community Committed to the safety of the communities in the area of influence of our operations, we complement the integrity management of our infrastructure with various relationship and training strategies that seek the prevention and proper handling of risks to the community. 39 Preparation for Actions in the Case of an Emergency Given the climatic situation over the last two years, the contingency plan was updated to include issues related to natural hazards caused by heavy seasonal rainfall. As a consequence, we identified the places with the most critical risk and carried out preventive outreach sessions there aimed at the community, in coordination with local authorities (municipalities and risk management offices) and relief agencies. We conducted two planned drills in the transmission system and distribution network with the active community participation of the Simón Bolívar neighborhood in Barranquilla and the Santa Cruz neighborhood in Santa Marta, with the authorities, relief agencies, contractors and affiliated companies of the Apell Group. In addition, we led a table simulation11, in order to strengthen our risk management program, in which we take a possible incident in the section of pipeline located provisionally on the Laureano Gómez bridge as a scenario. The simulation involved the collaboration of companies, relief agencies, law enforcement, transit authorities, the coast guard, and other important municipal and departmental actors. The results of this exercise were the definition of the operational plan for managing this type of emergency in coordination with relief agencies, authorities and Promigas; identifying necessary resources, and the establishment of an operational improvement plan in the section of the gas pipeline. Preventive Information Program For the last 12 years we have developed this program in order for the population of the area of influence of the gas pipeline to understand the importance of preventing damage to our infrastructure and the coordinated, effective action in case of an emergency. The essential part of this program is the transfer of knowledge to communities through a participatory process by which they themselves identify threats and the actions needed to counter them. The municipal authorities are also given cartographic information showing the gas pipeline route to prevent infrastructure projects that may violate the right of way. During the year the risks associated with emergencies caused by the recent rainy season were emphasized. At the same time the local and regional entities as well as the community were given the risk management plan, the updates of the risk analysis of the Promigas Contingency Plan, and the study: "Response Capabilities of Regional 11 Group work where each attendee presents their strategy for the control of the simulated emergency. 40 Governments and Society to Disasters in the Colombian Caribbean Region: A proactive approach", developed by the Promigas Foundation in partnership with the University of Cartagena, was delivered to municipal and departmental risk management offices. Preventive information Program Municipalities worked on Communities covered Workshops held Workshop attendees Authorities trained Houses visited People informed Investment 2011 2012 42 277 163 3081 251 13 678 39 592 COP 670,203,055 55 158 138 3492 456 394* 1607* COP 503,388,057 * In 2012 the management of priority information is focused on workshops. Visits to the homes will resume again in 2013. Our Challenges in 2013 41 Reduce the health risk of the staff of the Main Control Center and the control rooms of the stations, by implementing a fatigue management program. Contribute to strengthening the health and safety culture in the homes of employees through training and awareness processes with their children. Integral Human Talent Our Human Management Model Has the objective of enabling the achievement of the corporate strategy and to maintain a strengthened organizational culture in line with our values. In this framework, we work to make sure our people develop the skills required in their work, personal and professional conduct, stay motivated, reflecting a strong sense of belonging and undertake projects which foster the consolidation of our company. We focus on the integral development of our people in their intellectual, emotional, social and physical dimensions. Developing Competencies Our competencies model includes the corporate skills which are applicable to all staff of the organization, and those of their position, which include technical and leadership skills. Corporate. Focus on excellence Focus on sustainability Customer Orientation Focus on occupational health and industrial safety Respect for the environment Of their position: Technical Leadership: Results oriented Provide timely feedback Development of others We evaluate our human talent12 with respect to the established competencies for the position, which allowed us to find opportunities for their improvement and to structure individual and collective growth plans which promote the reduction of any gaps between the actual and expected levels. 12 360° assessment system, when the person evaluates himself and is evaluated by their immediate superior, their employees and their peers. 270° system for staff that are not in charge of people. 42 In 2012: We include "Focus on sustainability" in the corporate competencies, due to the importance given to this approach, as it touches every area of the business and the need to define behaviors that foster a balance between economic, social and environmental components. We optimize the behaviors associated with the competencies, defining those that provide greater strategic value to the company and our people. The competency assessment exercise for 2011, conducted in the first quarter of 2012, was applied to 300 people (100% of the target population) of the organization. An average score of 87.5% was obtained, exceeding the target of 80%. In line with the results of this evaluation and the feedback exercise (conducted by the immediate superior), we design and implement the training program with an holistic approach that takes into account the four dimensions of the human being. In 2012 a total of 15,807 hours of training were completed, benefiting 37813 workers, with an investment of COP 591,861,845. We highlight the following initiatives: Coaching: the program which started in 2011 was completed. It benefited the Vice Presidents, Managers and Coordinators of the company with the aim to improve their knowledge, skills and attitudes and to strengthen their leadership skills. In 2012 it covered 37 professionals of the company, of which 28 completed it by year end. Qualification and certification for technical personnel who perform critical tasks: we expand the coverage of this program, initially aimed at workers, including contractors as beneficiaries, through the evaluation of the critical tasks performed by them. In 2012 we evaluated 52 employees of contractors who provide services to the Maintenance Department, establishing an improvement plan that aims to certify them in 2013. With regards to Promigas employees, the engineers of the Main Control of Operations Management were recertified. Training was implemented in Maintenance Management and the reinforcement of those people who were identified as requiring it as a result of the qualifications obtained in 2011. 13 The number of employees includes those who retired during the period and hence exceeds the total number of staff at the end of 2012. 43 Higher education: we contribute so that our workers perform their technical/technology, undergraduate and post graduate14 studies, thus supporting their intellectual dimensions and qualifications of their competencies. Scholarships for employees Technical/Technology Undergraduate Post graduate 2009 2010 2011 2012 1 12 4 13 6 Average hours of training per employee, according to organizational level Senior Management (President and Vice Presidents) Managers and Coordinators Professionals Technical and Administrative Assistants Service Assistants 2 15 4 3 23 7 2011 2012 45 108 85 112 9 64 71 49 31 10 Wellbeing We promote wellbeing activities that help strengthen corporate values and the integration of our people and their families. We also offer benefits in the areas of health, housing and education, which are set forth in the Collective Agreement and the Collective Agreement for non-unionized employees. Area Health Education Housing Main benefits offered Health policy that includes medical consultation, inpatient treatment for workers and medical services policy for family members. Scholarships for collaborators and their children, annual educational aid for each child and student loans. Loans for house purchases, mortgages and home improvements. Benefits Salaries and legal benefits Supplementary Benefits and Compensations Medical services and medicine Hospitalization and surgery insurance Worker education 2011 (figures in pesos) 30 740 742 468 6 467 364 560 605 274 423 1 623 157 587 110 774 663 14 For post graduate studies, Promigas provides 70% of the respective cost. 44 2012 (figures in pesos) 33 208 774 072 5 255 268 049 627 641 487 1 714 779 614 161 323 634 Other benefits and compensations Contributions to Funds (Employee Fund and Fimpro) Training Wellbeing Benefits for families of employees (health, education, recreation and culture) Temporary contracts Recruitment Cost Total 795 540 121 1 114 882 680 688 510 374 210 537 703 842 213 062 1 146 792 754 592 263 395 211 766 917 681 740 300 676 252 949 583 568 678 63 957 510 43 686 051 067 676 968 523 44 777 484 45 158 821 940 Through the Promigas Employees Fund-Promifondo-resources are channeled for the provision of other services and the development of activities, among which sporting and recreational events stand out. Fimpro We continue to support the savings culture among our employees through the Fimpro Voluntary Institutional Pension Plan administered by Porvenir. At the end of 2012, out of 360 workers on a permanent contract 253 belonged to the plan, equivalent to 70% who are benefiting from this saving scheme. Contributions company Contributions employees Alternative return accumulated Fimpro 2012 COP 1 814 370 252 COP 2 267 408 529 14.31% Figures provided by Porvenir Corporate Culture The purpose of our human management is to consolidate the ideal corporate culture for implementing the business strategy of the company. Taking into account that Promigas culture is centered on values, in 2012 we advanced an internal campaign to promote and internalize values among our workers, through awareness and outreach activities for implementation. This campaign will continue in 2013 and its impact will be reflected in the behaviors consistent with the values, in the reduction of violations of our Code of Conduct, in the evaluation of culture and measurement of the Company climate. Promigas Values Respect 45 Integrity Excellence Solidarity Leadership Internal Communication Primary Groups This initiative, based on periodic meetings of heads of departments with their immediate collaborators, has contributed to internal communication, by ensuring a space for formal interaction to share topics of interest to the organization, track pending activities, review indicators, analyze improvement opportunities, strengthen values and open a channel to express concerns and expectations. The primary groups have emerged as a participative scenario to transmit business information and provide ideas for improvement, growth and development of the same. Interactúa Interactúa is the name given to our Corporate Intranet, the important channel for our internal communications. Given its importance and to be in line with global trends in internal communication, in 2011 we identified the need to enhance the tool. A study was conducted with the support of a specialist consultancy, with the participation of more than 250 employees, who provided recommendations and opportunities for improvement. As a result, in 2012 we implemented a new technology platform. It has evolved from being a content management portal to a corporate portal which facilitates greater collaboration and interactivity. In 2013 it is scheduled to be launched, after training has been provided to all users. Somos Solidarios (We Care) Program Its objective is to promote the participation of the members of our staff in social projects that are aimed at improving the quality of life of at risk communities, either by sharing their knowledge, managing resources, providing contacts or making cash contributions. In 2012, we increased the number of volunteers by 20%. 46 This program continues to support initiatives that benefit the communities surrounding our operations, such as entrepreneurship for young students from public school in grades 9, 10 and 11, health programs for children with heart disease and education to foster habits of organization, order and cleanliness in the school community. Program Beneficiaries Jóvenes + Emprendedores 26 students (Young + Entrepreneurs) Corazoncito Ñero (Little Heart Program) Ambiente Saludable (Healthy Environment) Contribution COP 37 million for the establishment and strengthening of their microenterprises COP 40 million 20 children from the Colombian Caribbean coast 120 children, 13 teachers and representatives of parents of the Semillas de Amor de Timoteo kindergarten, in Riohacha (La Guajira) Training in the 5 "S" methodology Employee Participation of employees in days of cleaning and housekeeping Donation of items We emphasize the participation of some of the lawyers from the Company Secretariat of Promigas in the Probono Foundation, whose purpose is to help people who due to their economic situation do not have access to legal counsel to resolve their cases. Promigas assumes the cost of membership and logistics, especially the time required for its officers to find solutions that customers need. Promigas is the first company in the country that is not part of the legal service industry to join the Foundation. Collaborators breakdown Collaborators by contract type Indefinite term Fixed term Hired labor Total Number of employees by organizational level and gender Senior Management (President and Vice Presidents) Managers and Coordinators Professionals Technical and Administrative 47 2010 Number % 322 96.70 10 3.00 1 0.30 333 100.00 2011 Number % 317 97.84 6 1.85 1 0.31 324 100.00 2012 Number % 333 96.24 12 3.47 1 0.29 346 100.00 2010 2011 2012 Male Female Male Female Male Female 5 0 5 0 5 0 27 83 93 15 56 39 29 83 90 14 53 40 30 83 105 14 61 38 Assistants Service Assistants Total 15 223 0 110 Number of employees, by age group From 18 to 30 From 31 to 40 From 41 to 50 From 51 to 60 Over 60 Total Average age (years) 2010 0 113 2012 66 101 87 65 5 324 41 75 104 86 76 5 346 41 2011 12.64 2012 13.15 2010 13.28 2011 295 10 13 13 2 333 2012 290 6 13 13 2 324 2011 Number % 10 233 2011 2010 Number of employees, by geographic location Barranquilla (includes Magdalena District) Riohacha Cartagena Sahagún Bogotá Total 2010 Number 0 107 70 107 83 71 2 333 40 Number of employees, according to length of service ranges Average time with the company (years) Collaborators by benefit groups Non-unionized collective agreement Comprehensive Salary Collective Agreement for unionized collaborators Total 10 217 297 21 13 13 2 346 2012 Number % % 237 72 230 71 248 72 88 26 87 27 91 26 8 2 7 2 7 2 333 100 324 100 346 100 Staff turnover Collaborators who left their jobs, by age range From 18 to 30 From 31 to 40 48 2010 2011 7 2 2012 4 8 4 5 From 41 to 50 From 51 to 60 Over 60 Total 2 1 0 12 Collaborators who left their jobs, by organizational level and gender Senior Management (President and Vice Presidents) Managers and Coordinators Professionals Technical and Administrative Assistants Service Assistants Total 2010 Male 4 4 2 22 5 0 2 16 2011 Female Male 2012 Female Male Female 0 0 0 0 0 0 0 5 1 1 2 0 3 7 2 7 1 3 3 2 0 7 1 2 0 8 0 4 3 5 0 17 0 10 0 6 2010 Turnover rate 2011 3.67 2012 6.73 4.81 New hires New hires, by organizational level and gender 2010 Male Senior Management (President and Vice Presidents) Managers and Coordinators Professionals Technical and Administrative Assistants Service Assistants Total New hires, by age range From 18 to 30 From 31 to 40 From 41 to 50 From 51 to 60 49 2011 Female Male 2012 Female Male Female 0 0 0 0 0 0 0 8 0 4 1 6 1 2 0 10 0 12 9 2 1 2 16 0 0 17 0 6 0 8 0 5 0 26 0 12 2010 2011 17 6 0 0 2012 7 3 2 1 22 10 4 2 More than 60 Total 0 23 Promotions 2010 0 13 2011 4 0 38 2012 15 10 Our Challenges in 2013 50 Consolidate the organizational culture based on the cultural assessment evaluation. Align the processes of human management with a focus on the competency model Strengthen the focus on the sustainability competency. Environmental Responsibility System of Environmental Management We have an Environmental Management System certified under ISO 14001, which guides our commitment and allows us to act in harmony with our operations and the environment. Through this we identify and value the potential environmental impacts of our projects and we monitor activities that may cause a significant impact to the environment. We have identified that the most significant impacts of our operation are the generation of waste, soil removal and relationship with owners, communities and authorities. In 2012, Promigas invested approximately COP 1,350 million in environmental management. Waste Management Waste generation is one of the significant impacts of our activities, so we have a Plan for Integrated Waste Management that establishes guidelines for the reduction in the source, reuse and recycling. In 2012, due to the significant increase in special construction projects and gas pipeline covering, solid waste increased compared to 2011, increasing from 10 to 120 tons, which were managed by authorized companies. This year began with the consolidation of the amount of waste generated and disposed by our significant contractors during the execution of activities for Promigas. This initiative, formalized in the HSE Manual for Significant Suppliers, seeks to exercise greater control over the waste produced in our operation, to track and identify opportunities to make improvements to their proper management, thus becoming a key link in the value chain. Of the total registered waste in 2012, about 20% is waste handled by contractors. Waste Generation and Disposal Type 51 Description 2010 2011 2012 Management Ordinary waste Recyclable waste Hazardous Waste Paper, newspaper and cardboard Electronics Oils Solids contaminated with hydrocarbons or chemical substances Hospitals and similar (tons) 243.74 (tons) 244.93 (tons) 238.26 9.01 1.91 3.52 0.35 1.02 0.49 1780.94 2661.56 44.77 * 28.06 10.48 120.26 ** 0.03 0.021 0.02 Delivered to the public sanitation service for disposal. Delivered to recycling cooperatives in Barranquilla and Riohacha for their reuse. Delivered to authorized companies for recycling or destruction. Managed separately. Controls are put in place to prevent spills or leaks. Sent to be reused by third parties. Managed separately. Controls are put in place to prevent spills or leaks. Sent to third parties for incineration. Sent to third parties for incineration. * The decrease is because in 2012 the Ballena Station was excluded from the measure, the station is owned by Promisol (Promigas related company). ** The increase occurred because in 2012 more solid waste was generated in our operations, due mainly to the project to change the covering on more than 35 kilometers of our trunk gas pipeline. This waste is equivalent to 67% of the reported total. Soil Removal Removal of soil and vegetation Number areas (construction, maintenance, etc.) with removal of soil and vegetation) (km) Total areas with removal of soil and vegetation (areas of considerable significance) (km2) 2011 2012 14.30* 34.95** 0.21 0.52 * The increase in the number of areas reported in 2011 was corrected due to an inconsistency in the calculation: in the covering change project a strip on land on average 15 meters wide is required. ** The increase in the number of intervened areas is mainly due to the project to change the covering of more than 35 kilometers of our trunk gas pipeline. Noise Emission The operation of compressor stations is the source of the highest noise levels. That is why we conduct regular noise measurements, build fences, have a plan to maintain and update equipment, to facilitate the control of levels to make sure they are within the limits defined by law and to minimize the effects on communities living near the stations. 52 In 2012, in the Palomino Station, the installation of a backup compressor unit began, energy generating equipment was replaced for other power generators with microturbine technology and the installation of noise barriers were installed in order to improve the noise levels, thus complying with the policy parameters. Energy Management Our primary energy consumption is directly through natural gas, which is used for the functioning, among others, of combustion engines, compressors, plants and electricity generators. The other type of power consumption is electrical energy which decreased by 199,843 kWh compared to 2011. Direct energy consumption by primary sources Gas natural (m3) 2011 2012 2181.11 5755.09* * The increase in power consumption is because during 2012 compression equipment in the Palomino Station operated 1.3 times more compared to 2011. Indirect energy consumption broken down by dependencies Office 1 (administrative) 2009 (kWh) 2010 (kWh) 2011 (kWh) 2012 (kWh) 2 215 170 1 785 280 1 870 161 2 155 603 Office 2 (administrative) 411 675 378 304 384 120 474 200 Sahagún Station 163 270 118 550 125 040 135 074 La Heroica Station 247 930 214 743 203 430 237 260 Arenosa Station 119 917 143 078 86 876 176 149* Caracolí Station 151 140 329 352 160 019 174 180 3 309 102 2 969 307 2 829 646 2 629 803 Total * Sandy Station had the highest increase in indirect energy consumption compared to the previous period, mainly due to the completion of special works. We have a bank of batteries that work with solar power for the operation of data transmission equipment, located along the natural gas transmission system in the Caribbean Region, both in rural and urban areas. Total amount of renewable energy generated Solar energy 2011 (kWh) 2398.59 2012 * (kWh) 2569.92 * During 2012 there was an increase of 7% in the number of solar panels used for the operation of the SCADA system (telecommunications). 53 Water Management The majority of water consumption takes place in the administrative offices for garden irrigation and sanitary use. Thanks to the work focused on the collection, storage and reuse of rain water from the Sahagún Station and the installation of water saving toilets in the Palomino Station, we have achieved a saving of 42% in the total consumption of groundwater from these two stations. Total water collection by source Deep well Municipal water company (administrative office) 2009 (m3) 2096.7 2010 (m3) 1692 2011 (m3) 1260 2012 (m3) 736.3 29 285.4 28 292.7 20 512.3 21 475** Form of registration and control Daily measurements and control in pumping* Continuous measurement and use of energy-saving devices * Capturing with measurements approved by the environmental authorities. Applies to the Sahagún and Palomino stations. ** 70% of the consumption is to irrigate green zones. Total discharges of sanitary wastewater Sanitary wastewater (administrative offices)* Sanitary wastewaters from the stations (Palomino, Sahagún, Arenosa, Caracolí) Total Destination 2011 (m3) 2012 (m3) Sewage system 6153.69 6442.5 Infiltration into the subsoil 643.86 574.88 6797.55 7017.38 * The volume of discharge in the administrative offices is estimated taking into account that 30% of the consumption of water taken from the municipal water company is returned as discharge. Emissions Management 15 The main emissions generated in our operation are CO2, mainly from fuel combustion in stationary and mobile sources, and methane, generated by controlled venting and some leaks from the natural gas transmission system. Fuel Consumption 15Includes 54 all aspects that generate emissions: fuel consumption, venting and leaks. In 2012 emissions increased as a result of the increase in the consumption of fuel, due to the operating time of the Palomino compressor station. Total emissions (direct and indirect) from greenhouse gases Private hired transport* Own Energy processes 2011 (tons CO2) 739.55 6829.95 2012 (tons CO2) 855,78 18 021.55 * In hired private transport only emissions from vehicles hired by Promigas (Renting Colombia contract) are included; emissions generated from vehicles of contractors are not included. Carbon dioxide emissions (CO2)* Total 2008 (tons) 4383.00 2010 (tons) 16 684 2011 (tons) 6829.95 2012 (tons) 27 566.16** * Calculated based on the fuel consumption for the operation of compressors and air conditioning, and operation of vehicles ** The increase in CO2 emissions is mainly because during 2012 the compression equipment of the Palomino Station operated 1.3 times more compared to 2011 (See Direct energy consumption by primary sources). Controlled Venting and Gas Leaks Gas leaks are prevented by strict maintenance plan implemented through integrity management system (*). However, sometimes they may occur, either due to external or internal causes, and emergency and contingency plans are put into place. (*) More information in the Safe and Healthy Environment chapter Methane emissions (CH4)* 2012 (tons) Emissions generated during events related to controlled venting and leaks in the transmission and distribution system. 855,94 * Estimated information based on leakage and venting events presented throughout the year. Our Challenges in 2013 55 Continue to strengthen the environmental culture within the organization and with external stakeholders. Sustainable Suppliers Mobilizing the Economy through Our Purchases During 2012, 1091 suppliers and contractors of goods and services participated in the development of our business management, with contracts worth COP 224,149 million, which were mainly allocated to the: Construction of gas infrastructure - 26.39% Purchase of appliances, gas appliances and building materials, among other similar items, through the Brilla program - 25.01% Maintenance of the Gas Pipeline System - 20.33% Technical, financial and administrative advice - 10.02% Type of suppliers 2012 (number) Of goods Of services Total Investment in purchases Amount of purchases (goods) - Millions of pesos Amount of purchases (services) - Millions of pesos Total amount - Millions of pesos 231 860 1091 2009 41 416 114 284 155 700 2010 11 839 110 902 122 741 2011 66 438 92 030 158 468 2012 33 128 191 021 224 149 Unique Supplier Register The register applies to those suppliers offering significant goods and services16, or to those whose significant purchases during the year are greater than or equal to 600 SMMLV (minimum legal monthly salary in Colombia). In 2012 Promigas had approximately 50 significant service providers, who have generated approximately 810 orders worth COP 66,183 million. 16 Are those suppliers who perform activities with significant impacts or risks that may affect the environmental or safety and occupational health performance of Promigas. 56 Local Suppliers 91% of our suppliers are national, 69.7% located in the Caribbean Region, which is in line with our interest to contribute to the development of the regions where we operate. Suppliers of goods 2011 (amount of purchases in millions of pesos) 2011 (number) 2012 (number) Foreign 27 59 019 27 National 196 7418 204 Supplier of services 2011 (amount of purchases in millions of pesos) 2011 (number) 2012 (number) 2012 (amount of purchases in millions of pesos) 12 758 20 370 2012 (amount of purchases in millions of pesos) Foreign 96 2789 71 3952 National 801 89 241 789 187 069 Suppliers according to geographical location (consolidated) Foreign National National suppliers Barranquilla Rest of the Caribbean region 548 145 19 616 98 993 2012 (number) Caribbean Region Rest of the country From the Caribbean Region 2012 (amount of purchases in millions of pesos) 16 710 207 439 2012 (amount of purchases in millions of pesos) 129 345 78 094 2012 (amount of purchases in millions of pesos) 109 729 2012 (number) 693 300 2012 (number) Business Conference We participated in the design and conceptualization of the first business conference organized by the Asociación Colombiana de Gas Natural -Naturgas- (Colombian Association of Natural Gas), which served to encourage contact between buyers and suppliers of goods and services in the industrial and commercial chain of natural gas and 57 to find out about innovations presented for medium and small businesses that might be useful for the business. Purchasing Process for Goods and Services We have a Policy for Purchasing Goods and Services that guides our supply management and includes criteria such as delivery, price, quality, service, technical performance, manageability and health, safety and environmental practices. In 2012 we made some adjustments to the process to make it more efficient and agile: Standardization of the legal document "General Conditions" (Attached to the purchase orders), by which the contracting of services is formalized, leaving as an option to purchase additional support to commercial supply arrangements and contracts. This reduced the legalization stage of purchasing by approximately 20 days and continues to ensure that it is both ethical and safe for both parties. Decentralization of some types of purchasing of services not directly related to the operation, so they are managed directly by the responsible dependencies (expenses, taxes, small purchases, etc.). As a result the centralized procurement process is freed up from handling approximately 994 orders per year. Ethics in our Purchases Business relationships with our suppliers are carried out in the context of ethics and transparency, as such: 58 We have a clearly defined selection process that includes background checks; establishing eligibility criteria; confidentiality in handling technical and economic proposals; and a committee to purchase goods and services for monitoring, evaluation and award of thereof. We sign contracts with our suppliers in which we include provisions concerning ethics and conflicts of interest. We train suppliers and contractors periodically and virtually about our Code of Conduct, in order to share these guidelines. We disclose our Gifts Policy annually. Health, Safety and the Environment practices of Significant Suppliers We inform our guidelines for health, safety and the environment to all suppliers and contractors who provide significant services to our operation. We require that they have an occupational health and safety system certified under OHSAS 18001 or that they are registered in the Registro Único de Contratistas del Consejo Colombiano de Seguridad (National Register of Contractors of the Colombian Safety Council) with a minimum rating of 70% and who have their own management plan for health, safety and the environment for the execution of the contract that is reviewed, approved, monitored and audited by Promigas. We strengthen practices in health, safety and the environment by updating our HSE Manual for Suppliers of Significant Services, which contains guidelines that are contractual requirements in these areas. The updates include the report of key performance indicators, such as industrial accidents, occupational diseases, chemical spills, waste generation, fuel consumption, among others. They also provide guidelines for HSE reports to be submitted at the end of the service. Also, for operational control the review of HSE inspection plans is considered as evidence of compliance with the contractual requirements, HSE field inspections and annual audits of its annual monitoring management system, in order to establish improvement plans and support its development. We involve them in activities to strengthen the culture of health, safety and environment: As part of the QHSE Week we perform the third day of technical training in HSE. The 46 participants received important information about our HSE management model and updates and changes in national legislation. We carry out a training day for general service contractors of the administrative headquarters, transferring best practices for the proper use of chemicals, order and cleaning and working safely at height. 65 people representing 30 contractor companies participate. Our Challenges in 2013 59 Align the procurement process with the focus on sustainability. Communities with Quality of Life We work for Development We contribute to improving the quality of life in the regions where we operate, directly and through the Promigas Foundation, favoring the development of educational communities and knowledge territories. Thanks to its experience of 13 years, today the Foundation is a benchmark for social innovation and knowledge management that with its initiatives has contributed to important transformations in the communities, mainly related to the generation of awareness about quality education. Social Innovation We know that social innovation is everyone's job, so we work to forge autonomous and innovative regions that add value to their growth process. In 2012, two of our projects, Jóvenes + Emprendedores (Young + Entrepreneurs) and Lectores Saludables (Healthy Readers) were selected by the Centro de Innovación Social (Center for Social Innovation) of the Colombian government, as part of their HILANDO project, for its perspective on social innovation by improving the quality of life in vulnerable populations, making them examples to follow with potential to be copied across the country and in Latin America. Promigas Talent Scholarships With this scholarship program we aim to generate wellbeing and progress in society and provide the Caribbean Coast a better quality of education. We offer the opportunity to go to university for young graduates who have achieved excellent results in the ICFES test and who do not have the financial resources to do so. The investment of Promigas in these grants, which includes 100% of the tuition for the entire undergraduate course at the Universidad del Norte, has been approximately COP 4,400 million since the program started in 2005. Development of Educational Communities The belief that education generates development and equality is what motivates us to strengthen educational communities and foster individual and collective skills in the different actors involved in improving the quality of education. 60 Through its range of projects, the Foundation has worked with 507 educational establishments, accompanying 2,469 teachers and administrators and indirectly benefiting 289,885 students. This was a clear contribution to achieving the improvement goals of the education sector plan of the National Government and in particular the purpose of transforming the quality of the education of the Ministry of Education. Escuelas Gestoras de Derechos (Rights Promoting Schools) Since 2009 in partnership with UNICEF we've worked with 45 schools located in rural and indigenous areas of the departments of La Guajira and Córdoba, so the students of these communities have access to the right of a quality education and to improve their skills. This process highlights: 540 teachers and academic coordinators carried out actions to improve teaching and learning processes and skills of the students. 183 parents linked to the educational institutions were trained and receive support through the family schools. Students of the educational institutions that benefitted strengthened their reading and writing skills. Ethnic education centers were empowered with the right to their own education, from an intercultural perspective. The support provided was aimed at strengthening the local education management, institutional and classroom management, taking into account the context and the specific educational needs of each department. Bilingual and Intercultural Curriculum in the municipality of Maicao This initiative, carried out in ethnic education centers in Riohacha and Manaure has being implemented since 2011 in the municipality of Maicao, in the department of La Guajira, benefiting 5 rural centers covering 69 rural communities. Its purpose is to develop the capacities of these institutions to preserve the cultural identity of the Wayuu represented in their worldview, language and social practices, among others. It is also strengthening the capacity of interaction between actors from different cultures within the educational environment. Due to the commitment of the institutions, the project was extended to the secondary education curriculum. 61 Escuelas que Aprenden (Schools that Learn) This project is oriented at strengthening the capacity of the educational actors: technical teams from the departments of education, management teams and teachers of mathematics and languages. It is currently underway in 41 educational institutions in the municipalities of Sabanalarga (Atlántico), Montería (Córdoba), Neiva (Huila) and Cúcuta (Norte de Santander), the last three in partnership with the Terpel Foundation. This work has been acknowledged by the education departments as a strategy for improving institutions with poor results, which is demonstrated by its impact on public educational policy. Territorial Development Through this strategy, the Foundation supports the strengthening of institutions and social and economic capacities in areas of special interest to Promigas, accompanies the deployment of public policies to encourage more active citizenship and promotes social equity, especially in the education sector. Accompanying the municipality of Pueblo Viejo as a ZIP - Zona de Interés Prioritaria (Priority Interest Zone) In joint efforts with the State and local governments, we work with the Directorate of Private Social Investment of the National Agency for Poverty Reduction-ANSPE-, so that the town of Pueblo Viejo has an educational institution that adds value the goals set with families in extreme poverty focused on the Red Unidos (United Network). In 2012, we made progress in the identification of public, private and community actors; their service offerings and investments. Jóvenes + Emprendedores (Youth + Entrepreneurs) This innovative initiative, which has the backing of the Genesis Foundation, is looking for educational institutions to strengthen their programs of general work skills so that students in grades 9, 10 and 11 can manage their own businesses, thanks to the integral accompaniment which allows them to grow as individuals and entrepreneurs. It also contributes to public policies for reducing poverty, providing opportunities for employability and income to at risk populations. 62 The results of the evaluation with 50 young people who participated in the program, show: 67% of the business units created from the project and 94% of the existing units that were upgraded are still operating two years after the project started. 42% of the businesses have monthly sales at or below the SMMLV (current legal monthly minimum wage in Colombia), with 29% between one and three SMMLV and 29% over three SMMLV. 82% of businesses have increased their sales and 32% of them have been formally constituted. Family Microenterprises We contribute to the generation of income generation and to encouraging entrepreneurship of the families in the regions where we operate. Focused on the lowest housing levels, we provide training opportunities, advice and microcredit for a better quality of life. The goal is to strengthen micro businesses, leverage the government and other private institutions programs for entrepreneurs, for a better articulation of the Government poverty reduction programs. In 2012 we supported 200 business units in the department of Magdalena, most of which (74%) are in trading and are run by women. Repayment of loans is 87%. Knowledge Development This strategy is aimed at consolidating useful knowledge for the Foundation and other social organizations. To achieve this we focus on our research program, communities of practice and the systematization of experiences. For this purpose we formed an alliance with the Asociación Colombiana para el Avance de la Ciencia -ACAC-(Colombian Association for the Advancement of Science) whose mission is to work for the promotion of science, technology and innovation as bases for national development, which will encourage further exchanges and connections to our knowledge products and its social application. 63 Projects, Research and Publications Knowledge Transfers and Licensing to use our Methodologies Aimed at strengthening the social performance capabilities of other organizations, we transfer our knowledge and we grant the licenses of Escuelas que Aprenden (Schools that Learn), to the Terpel Foundation and Lectores Saludables (Healthy Readers), and to the Propagas Foundation in the Dominican Republic. Featured Publications in 2012 17 Las Fundaciones Empresariales en Colombia: Una Mirada a su Estructura y Dinámicas (Business Foundations in Colombia: A Look at their Structure and Dynamics) Capacidades de Respuesta de los Gobiernos Regionales y la Sociedad, Frente a los Desastres en la Región Caribe Colombiana: Un enfoque propositivo. (Response Capabilities of Regional Governments and Society, faced with Disasters in the Colombian Caribbean Region: A proactive approach.) Acompañamiento y Cambio Escolar: Elementos para su Comprensión y Aplicación. (Support and School Change: Elements for Understanding and Application.) Concepciones del Maestro sobre la Ética. (Teacher Conceptions on Ethics). Supporting companies linked to Promigas As part of its strategy to transfer knowledge, the Promigas Foundation has given support to the companies related to Promigas in major projects and social programs. It supported Gases de Occidente for five years in the implementation of the Escuela Lectora (School Reading) program; Transoriente in the launching and implementation of the Healthy Readers program, and Surtigas in implementing the diploma of directive management for educational institutions in the Urabá region of the department of Antioquia. Evaluation of the Impact of our Contribution to Education According to the periodic impact assessments of the projects of the Promigas Foundation in the municipalities of Pueblo Viejo (Magdalena) and Manaure (La Guajira), by external entities, we highlight the following results: 17 •Research and publications of the Promigas Foundation are available in the Library section of the website www.fundacionpromigas.org.co 64 Significant progress is noted in the performance of students belonging to educational establishments who are project beneficiaries. Improving the classroom performance of teachers. Transversal reading processes in the courses other than languages. Significant transformations in the attitudes of the community regarding the importance of education. Educational institutions strengthened by the curriculum development projects. Strengthening wayunaiki. Social Investment Promigas Foundation (in pesos) Concept 2010 2011 Education 3 126 595 654 3 078 708 937 Economic and productive strengthening 243 646 343 263 160 394 Donations and contributions 1 234 535 935 1 077 774 671 Others 200 979 747 160 385 997 Total 4 805 757 679 4 580 029 999 2012 2 502 643 866 221 216 719 1 260 724 660 285 474 001 4 270 059 246 Reputation of the Promigas Foundation With the support of a recognized specialist external firm a reputational study was conducted with all the stakeholders, represented by, among others, the beneficiaries, human talent, partners, suppliers, foundations and related companies of Promigas, to assess the fulfillment of the goals set by the Foundation. The corporate reputation index results were 9.35 out of 10, with the highest scores in attributes that are associated to: principles and values, the ability to improve the quality of education, generosity, humanity, commitment, people, improvement culture, efficiency, reliability and thoroughness. Relations with the Community in the Zone of Influence of the Gas Pipeline18 Our gas pipeline is more than 2,300 km in length, and throughout the network there are neighboring communities with whom it is essential to build and maintain long-term and mutually beneficial relationships. 18 One of the main programs for the community in the zone of influence of the pipeline is "Preventative Information", which can be consulted in the chapter "Safe and Healthy Environment". 65 We permanently respond to issues arising from the relationship between Promigas and its neighboring communities. We are in charge of informing publicly and promptly all the maintenance and operation projects and programs that could have an impact on the community; and individual requests with particular emphasis on the prevention of risk and conflict situations. During 2012 a total of 29 communications of Petitions, Complaints and Reports-PCR-, were received from communities of which 76% were preventative reports and related to gas leaks, exposed pipes and activities of third parties. 2008 Petitions Complaints Preventative reports 2009 8 9 54 2010 3 4 25 2011 3 6 59 2012 10 6 47 3 4 22 The decrease in the number of complaints for damages caused by activities of the company is notable, which were all resolved promptly. Land Management For expansion, construction and maintenance work land management is needed, which involves indemnities, permits and easement19. During 2012 important operating and maintenance projects that demanded agile and efficient active land management, such as the construction of the bypass on the Laureano Gómez bridge, changing the covering of gas pipelines and valve replacements, which were carried out within the set time and parameters. This entailed a significant increase in negotiations. Permissions, claims, easements and negotiations Requests for permits and indemnities Negotiations Cost of negotiations Legalized Easements 19 2010 2011 2012 180 82 COP 305 269 950 122 63 COP 244 251 691 37 24 103 227 COP 1 426 814 281 16 The permissions and compensations require a negotiation process depending on the affected area and the problems that arise as a result of the operation. Negotiation of the easement is needed to ensure the right of way, three meters to the side of the pipeline, in the interest of safety and care for the integrity of the infrastructure. 66 Cost of legalizations COP 441 024 281 COP 329 731 456 COP 289 273 198 Relationships with Indigenous Communities The Promigas transport system passes through indigenous territories of several communities surrounding our operations, which we have historically maintained respectful relations. However, since December 2011, the company has had to negotiate differences with the indigenous Wayuu communities arising from intervention in its territory, in the zone of influence of the Riohacha - Maicao gas pipeline. Promigas acquired the property for this infrastructure several years prior. In 2012, agreements were reached with some of these communities, forcing us to continue looking for points of understanding to bridge the gaps. We hope to continue to count on the support and verification of the municipal and departmental secretaries of indigenous affairs. Our Challenges in 2013 67 Contribute to the strengthening of relationships with communities, through the design and implementation of a program of social contribution in those of priority interest. Acknowledgements We want to reiterate our gratitude to our shareholders for their invaluable support. To all the people and companies linked to Promigas we are very grateful for your human qualities, professionalism and great commitment. Rules on Intellectual Property and Copyright The company has made sure to use properly licensed software in all its processes. It also complies with all the provisions relating to copyright. José Elías Melo Acosta President Board of Directors Antonio Celia Martínez-Aparicio President Promigas NOTE: This report was read and approved unanimously by all directors at Board meeting on February 19, 2013, as stated in the Act # 407 February 19, 2013. Eduardo Rosado Fernández de Castro Secretary 68