Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2007.
Comission File Number 001-32535
Bancolombia S.A.
(Translation of registrants name into English)
Calle 50 No. 51-66
Medellín, Colombia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(2):
_____
Indicate by check mark whether the registrant by furnishing the information contained in this form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82- .
DECISIONS OF THE BOARD OF DIRECTORS OF BANCOLOMBIA S.A.
Medellín, Colombia, July 9, 2007
On June 25, 2007, the Board of Directors of Bancolombia S.A. approved an amendment to the Code of
Corporate Governance, with the purpose of adopting some of the parameters of the Código País
(Country Code) issued by the Superintendency of Finance pursuant to Circular 28 of 2007.
Accordingly, the following articles shall read as follows:
Number 1 Chapter II General Shareholders Meetings and Shareholders Rights
The General Shareholders Meeting, (hereinafter the Shareholders Meeting) is the highest
administrative body of the Bank.
The Shareholders Meeting shall hold its annual meeting, no later than March 31st, to examine the
situation of the Bank, appoint the directors and all other officers the election of whom is to be
made by the Shareholders Meeting; to consider the reports, accounts and balance sheets of the
previous fiscal year; to decide on the distribution of profits; and to agree on all other issues
deemed relevant to ensure achievement of the corporate purpose.
The Shareholders Meeting shall hold special meetings whenever unforeseen or urgent needs of the
Bank so require. Such meetings will be summoned by the Board of Directors, the Chairman, or the
External Auditor, either at their own initiative or upon request of a plural number of shareholders
representing at least twenty percent (20%) of the subscribed shares. At such meetings the
Shareholders Meeting may not deliberate on topics different from those stated in the agenda
included in the call, unless otherwise decided by the number of shareholders required by law and
once the agenda has been completed.
The shareholders request must be made in writing and shall clearly indicate the purpose of the
call.
Within the term of the summon of ordinary shareholders meetings or special shareholders meetings,
all documentation necessary for the due information about the topics to be treated and, likewise,
the financial information of the Bank and of its subsidiaries that is material for the decisions
that shareholders have to make in the respective meeting, will be made available to the
shareholders.
In the agenda that is proposed for the consideration of the shareholders at the beginning of the
ordinary or special meetings of the Shareholders Meetings, and without prejudice of the
shareholders right to propose additional items to the agenda in accordance with the law, the
different items of the agenda will be duly identified and separated to avoid confusion. A logical
sequence of items should be followed, except for those items that should be discussed together
because they are related, in which case such relation shall be duly disclosed.
The following matters or decisions, in addition to those matters to which the following
requirements apply pursuant to applicable law, could only be considered by the General
Shareholders Meeting if they have been expressly included in the notice calling for the meeting:
change of the corporate purpose; waiver of preemptive rights in the case of subscription of shares;
change of the corporate domicile; anticipated dissolution and segregation (pseudo spin-off).
As a general rule, the decisions of the Shareholders Meeting shall be adopted by majority of votes
corresponding to the common shares represented at the meeting, taking into account that every share
shall give right to one vote, with the exceptions determined in the law and in the Bylaws of the
Bank.
Shareholders may have themselves represented before the Bank by an attorney-in-fact to deliberate
and vote at the Shareholders Meeting, to collect dividends, and for any other purpose, pursuant to
a proxy granted in writing, in accordance with the law and within the terms and conditions stated
in the Bylaws.
The decisions adopted by the Shareholders Meeting shall be binding upon all shareholders.
Item f Number 2° Chapter II Rights of Shareholders
Any shareholder that, individually or combined with other shareholders, has a participation equal
to or above five per cent (5%) of the capital of the Bank (which shareholding percentage is
considered to be sufficiently representative and above which the financial laws recognize certain
rights to shareholders), to request before the Banks Shareholders and Investors Relations
Office, authorization to conduct, at the expense and under the responsibility of the requesting
shareholder or group of shareholders, specialized audits, within the following terms and
conditions:
The specialized audits may be conducted during the fifteen (15) days preceding the holding of the
Ordinary Shareholders Meeting, in accordance with the right of inspection of books and documents
of the Bank stated in the Commercial Code and on documents authorized by law.
In accordance with section 15 of Colombian Constitution and section 61 of the Colombian Commercial
Code, under no circumstance, may the rights of the Bank be violated under the pretext of the
specialized audits, and neither may such audits violate the Banks information, the agreements that
establish competitive advantages and, in general, any other documents considered privileged or
confidential, or of third parties.
Specialized audits may not be conducted on industrial secrets or concerning subject matters of
intellectual property rights protected by law.
Under no circumstance may specialized audits affect the autonomy of the managers, according to
their legal and statutory powers.
Petitions to conduct a specialized audit must be submitted in writing, and should indicate in
detail the reasons and facts for such petition, the specific subject matter of the audit, which
shall be congruent with the invoked grounds, and the term of duration thereof. The auditing firms
or professionals retained to accomplish such audits must at least have the same capacity as the
External Auditor appointed by the General Shareholders Meeting for the corresponding term.
The working documents of the specialized auditor shall be subject to confidentiality and shall be
kept for a term of not less than five years from the date they were prepared.
Number 1.4. Chapter III Criteria for the Selection of Directors
When available, the shareholders will be entitled to examine during the term of the summon to the
General Shareholders Meeting (ordinary or special meeting), the proposals of candidates to the
Board of Directors.
For the election of the members of the Board, the Shareholders Meeting shall take into account the
selection criteria and incompatibility standards established by the applicable law and, when
possible, the additional issues described herein below, which are given in order to establish
adequate criteria to designate the directors.
Item c Number 1.4 Chapter III Specific Skills
In addition to the basic skills, every member of the Board of Directors shall have other specific
skills that allow him/her to contribute in one or more dimensions, due to his/her special field of
expertise and knowledge of the industry, and financial, risks or legal matters, commercial topics
or crisis management.
The Bank shall afford the best way to ensure that the knowledge of each one of the members of its
Board of Directors is the most adequate for the Banks business and general environment. When a
member of the Board of Directors is elected for the first time, he or she will be provided with
sufficient information in order to obtain specific knowledge of the Bank and the area in which it
develops its corporate purpose, as well as the information related to the responsibilities,
obligations and rights that stem from the position.
Number 1.8. Chapter III. Meetings of the Board of Directors
In accordance with the Banks bylaws, the meetings of the Board shall be held at least once a
month. Notwithstanding, whenever special circumstances so require, special meetings may be held
upon summons made pursuant to the Banks bylaws.
The Board of Directors shall meet at least once a year, in a special session, to analyze, assess,
and decide on the Banks plans and strategies.
The minutes of the Board of Directors meetings will identify the analyses, support and other
sources of information that were used as a basis for adopting decisions, as well as the reasons in
favor and against each decision that were considered.
Number 1.10. Chapter III. Intranet or Any Other Means of Information and Communication for
Analyses, Discussions, Documents, etc
The members of the Board of Directors will have access beforehand to the information that is
relevant for adopting the decisions, in compliance with the agenda included in the summon. To such
end, this information will be sent or made available to the directors no more than two (2) calendar
days before the meeting, by any means, including those indicated in the following paragraph.
The management of the Bank shall make available to the Directors an electronic information and
communication system that allows conducting discussions and analyses among them and with the main
executive officers of the Bank, which will be secure and reliable, and shall have confidentiality
elements similar to all other programs of the Bank.
Number 1.11.1 Chapter III. Corporate Governance Committee
The Corporate Governance Committee is formed by the Chairman of the Board, another Director and the
President of the Bank. The Secretary General of the Bank shall act as Secretary of such Committee.
The Corporate Governance Committee has duties concerning the Directors individually, the Board of
Directors as a whole, and the Bank in general.
Its main responsibilities with regard to the Directors are:
i. To develop and review Directors roles and their election requirements (skills and limitations)
and to define policies for renewal of the Board.
ii. To promote Directors training, as well as their adequate updating in academic and commercial
topics.
iii. To promote the attendance of Directors to seminars and events that allows them to be in
contact with local and international organizations, entities and companies.
With regard to the Board of Directors, and with the Bank, the Committee shall:
i. Determine the meetings agenda and calendar, and supervise the accurate, timely and relevant
information flow to Directors.
ii. Inspect the annual self-evaluation of the management of the Board of Directors, and make
suggestions for its best performance, by making use of the available technology and
resources.
iii. Recommend the communications plan with shareholders, stakeholders, and the market in general,
in order to provide them with complete, accurate and timely access to the relevant information of
the Bank.
iv. Control the trading conducted by members of the Board of Directors with stock issued by the
Bank or by other companies of the same group.
v. Supervise the compliance with the managers compensation policies.
Number 1.11.2 Chapter III. Auditing Committee
The Auditing Committee shall be comprised of three (3) Board members, designated by the same Board.
In compliance with the provisions in force, at least one of its members shall be an expert in
financial issues. The Committee shall appoint its Secretary who may be an officer of the Bank. The
purpose of such Committee is to support the Board of Directors in the supervision of the internal
control system efficacy for decision-making with regard to the control and improvement of the
Banks activity and of its management and Directors.
Additionally, the Committee shall order and see that the internal control procedures
conform with the needs, objectives, goals, and strategies determined by BANCOLOMBIA, and that such
procedures are framed within the internal control goals, among which is the efficacy and efficiency
of operations, reliability of the financial reports, and compliance with the applicable laws and
regulations.
To such end, the Committee defines the procedures to consolidate the information from the control
divisions in order to be submitted to the Board of Directors. The Committee also establishes
the
policies, criteria and practices that the Bank must follow in the preparation, disclosure and
communication of its financial information.
The Committee does not substitute the duties of the Board of Directors or of the management on the
supervision and performance of BANCOLOMBIAs internal control system.
For its operation, in addition to the provisions of the applicable effective regulations, the
Auditing Committee has Internal Regulations that establish its objectives, duties, and
responsibilities.
Number 1.11.3. Chapter III. Designation, Compensation, and Development Committee
The Designation, Compensation, and Development Committee is composed of two members of the Board of
Directors elected by it. The Vice-president of Human Relations of the Bank acts as Secretary of
this Committee.
This Committee determines the policies and provisions for the hiring, remuneration, compensation,
and development of Management and key personnel of the Bank. Likewise, it continuously surveys the
goals of the different compensation programs with regard to the performance of the officers, and it
assesses the efficacy of such programs.
The following are duties of the Committee, among others:
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It defines the administration policies of human resources, establishing the selection,
evaluation, compensation, and development processes for top management, determining their
goals. |
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It proposes the objective criteria under which the Bank hires its principal officers. |
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It fosters the availability of staff, making a review of top management succession
plans. |
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It evaluates top management performance, as deemed relevant. |
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It issues recommendations to the Board of Directors concerning appointments and
compensation of the President and senior management. |
Number 1 Chapter IV. Disclosure of Financial Information, Risks Related Information, Internal
Control and other Relevant Information.
The Bank prepares and submits information on its financial situation in accordance with the legal
provisions and the applicable accounting standards.
Among other issues, the Bank shall report to its shareholders and to the market in general on:
a. Foreseeable principal risks and the measures to confront them, as well as the mechanisms used
for risk management. The risks to which the Bank is exposed to are jointly described with the
policies for measurement and control thereof in the web site www.bancolombia.com, as well as in the
notes to the financial statements.
b. The financial statements, in the terms established by law taking into account that the reports
of the business year shall be certified by the External Auditor. Such statements include, among
other
data, the Banks historical cash flows, the guarantees it has granted for the benefit of third
parties, as well as the Banks investments.
c. The relevant findings made by the External Auditor and other audits requested by the Bank. The
reports containing such findings shall be disclosed as produced, through the means established by
law.
d. Material findings arising from the internal control system implemented by the Bank, as well as
important projects concerning such system, and any relevant change in its structure.
e. The classes of shares issued by the Bank, the number of shares of each class issued and the
number of shares of each class kept in reserve.
f. Main shareholders, understanding by such term beneficial owners of more than 5% of the
outstanding shares of the Bank, and all relevant changes in equity interest and control.
g. Agreements between the main shareholders of the Bank of which the Bank has knowledge and
which involve the shares, their rights, the exercise of such rights, the administration of the
Bank, etc.
h. The relevant business entered into between the Bank and its main shareholders, and with its
directors, managers, principal officers and legal representatives, including their relatives,
partners, and other related persons.
i. The material acts and contracts executed by the Bank.
j. The summon to the General Shareholders Meeting, and any other information that is considered to
be necessary for its development.
k. The development of the ordinary and special meetings of the General Shareholders Meeting, while
taking place, including the decisions that have been adopted or rejected.
l. The general policies applicable to the compensation and to any economic benefits granted to the
members of the Board of Directors, the Legal Representative, the External Auditor, the External
Advisers and the Specialized Audits.
m. Other reports of relevant facts related to financial matters, risk or internal control that
could have a material effect on the Bank. These facts will be disclosed as they take place through
information channel that is considered to be appropriate for each case, according to the available
alternatives described in this Code.
The information referred to in sub-paragraphs d, e, f, g, h, i, j and l of this
paragraph shall be disclosed at the Banks web site www.bancolombia.com, to the extent the
situations to be informed are available, and in any event the Bank shall review such information
from time to time for updating purposes. The information to which paragraph k refers will be
disclosed by electronic means developed by the Bank.
Number 3.1. Chapter IV. Shareholders and Investors Relations Office
The Banks Shareholders and Investors Relations Office develops among others, the functions
assigned to it by the securities regulations in force.
Such offices main objective is to provide clear and objective information on the Bank and its
activities that allows shareholders and investors to make informed decisions concerning
their
investments in the Bank. Such office shall maintain permanent contact with the community of
shareholders, investors, and local and international analysts.
When, according to the Banks judgment, the information provided to an investor could give it
certain advantage in relation to other investors, the Bank will give the rest of the investors
immediate access to such information, in the same economic conditions and in accordance with the
mechanisms established in this code.
Access to this office may be obtained entering the Banks web site www.bancolombia.com, or writing
to the following e-mail addresses:
relacionconinversionistas@bancolombia.com
investorrelations@bancolombia.com
or addressing a letter to:
Gerencia Relación con Inversionistas
Carrera 52 No. 50-20
Medellín-Colombia
Number 3.4. Chapter IV. Information Disclosure and Updating (Información Relevante)
The Bank shall strictly comply with the provisions that regulate the Colombian Securities Market,
publishing through the Superintendency of Finance the relevant information demanded by such
provisions.
By Información Relevante it is meant such information which would have been taken into account
by a cautious and diligent expert when purchasing, selling or keeping securities, as well as that
which a shareholder would take into account upon exercising his/her ownership rights in the
respective Shareholders Meeting or at any other meeting of a competent body.
Shareholders, investors, and the public may consult at any time such Información Relevante on the Web page of the Superintendency of Finance:
www.superfinanciera.gov.co
The Bank has defined the procedures, parties, tenors, and, in general, the necessary structure to
timely and fully disseminate the relevant information that may be of interest for the market, as
well as for updating the Banks basic information.
Number 1.4. Chapter V. External Auditing
The Bank has a Principal External Auditor with his Alternate. Such External Auditor complies with
the duties foreseen in the Second Book, Title I of the Commercial Code, and abides by the
provisions therein contained, being also subject to the provisions of the Bylaws.
The External Auditor is elected by the Shareholders Meeting for 2-year terms. The same body is
responsible for determining the auditors remuneration, as well as for his removal when deemed
necessary.
The election of the External Auditor shall be based on an objective and public evaluation conducted
by the Audit Committee under conditions of complete transparency of at least two alternatives on
criteria such as services offered, fees and expenses, experience, knowledge of the sector, etc.
The External Auditor shall include in its report to the Shareholders Meeting, in addition to the
requirements demanded by law, all relevant findings in order for the shareholders and other
investors to have available the necessary information for decision-making on the corresponding
securities.
The Bank will not appoint as External Auditor any person or firm that has received income from the
Bank and / or of its economic group, which represent twenty-five per cent (25 %) or more of its
latest annual income.
Neither the Bank nor the companies of the same economic group will contract with the External
Auditor services different from those directly or indirectly related to audit.
In case the External Auditor was a firm, it would rotate the persons in charge of the
above-mentioned functions, at least, every five (5) years. Any such person could only reassume the
audit of the same company after a period of two (2) years. The same terms will apply when the
External Auditor is a natural person.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BANCOLOMBIA S.A.
(Registrant)
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Date: July 9, 2007 |
By: |
/s/ JAIME ALBERTO VELÁSQUEZ B.
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Name: |
Jaime Alberto Velásquez B. |
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Title: |
Vice President of Finance |
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