Corporate Governance Report ISA 2020

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CorporateGovernance ReportISA 2020

Corporate Governance Report 2020CORPORATE GOVERNANCEOur Higher Purpose reinforces our commitment as a company through the imple-tion during discussions of our administrative and executive bodies. This affirms ourmentation of the best Corporate Governance practices. This is why the confidencecommitment to connect countries and improve the quality of life of millions of peo-we have gained over the past 52 years to connect countries and improve the qualityple, based on good governance and integrity.of life for millions of people has also been built on the grounds of our good governance and integrity.This Annual Corporate Governance Report, besides demonstrating that we havehonored our Corporate Bylaws and our Code of Good Corporate Governance, pro-It is not only a great responsibility to make these practices a part of ISA’s organiza-vides details about the actions included in the report on implementation of besttional culture as one of the ethical guidelines established in our Code of Ethics andcorporate practices, which was submitted before the Financial SuperintendencyConduct, because ISA’s Higher Purpose also requires that, through these practices,of Colombia (Country Code Survey). This report also explains what is going to be athe commitments with the different stakeholders are honored.trend: the development of a sustainable corporate government.For this reason, this Annual Corporate Governance Report goes beyond demon-In this regard, ISA reviews its regulations periodically to incorporate the best corpo-strating compliance with provisions of the Corporate Bylaws and of the Code ofrate governance practices according national and international recommendationsGood Corporate Governance. It is prepared by ISA’s Board of Directors as a tool toand trends regarding good governance.explain how the company’s corporate governance really works, as well as relevantchanges during 2020.In 2020, ISA took the following actions to strengthen corporate governance:2020 was impacted by the beginning of an unprecedented world pandemic. This The functions of the former Board and Governance Committee were reviewedput people and companies’ resilience to the test, as they faced the new normalityand compared with the best global practices in sustainability management.resulting from what would be later called COVID-19.Hence, this Committee was renamed Corporate Governance, Sustainability, andRisk Committee. This was formalized by means of Agreement 118 of April 30,In ISA, the adaptability skills of our human talent were not the only strength that2020. This review has allowed us to examine, in greater depth, the coordinationallowed us to respond to our stakeholders during this health emergency. We alsoof the Environmental, Social, and Corporate Governance (ESG) criteria to re-kept in mind our Higher Purpose: CONNECTIONS THAT INSPIRE, where Corporatespond to our various stakeholders. Therefore, to face the new dynamics that areGovernance practices implemented by us made this purpose the center of atten-impacting the management of human talent, resulting from new ways to work,2

Corporate Governance Report 2020digital transformation, innovation, and disruptive businesses, the Organizational As part of the development of the Group’s Work Model, according to the resultsTalent Committee was created by means of Agreement 117 of April 30, 2020.of the reputation and materiality studies submitted before the Board of DirectorsThis made possible for us to have balanced committees, distributed as follows:in 2020, one of the aspects most valued by stakeholders is the Group’s goodCorporate Governance, Sustainability, and Risk Committee; Organizational Tal-corporate governance. Also, to advance in the incorporation of standards to thisent Committee; Business Committee; and Audit Committee.area, a Corporate Governance Excellence Program was launched, addressed atthe Group. As the ISA2030 Strategy should be reflected in our main corporate policies, themain corporate policies at a Group level were updated during 2020; therefore, Another Corporate Governance milestone in 2020 was adopting a Related-Partythe following policies are in force: Environmental, Service, Occupational HealthTransactions Policy, addressed at the whole Company Group. It is worth notingand Safety, Information, Asset Management, and Risk Management.that, although good practices based on the principles and guidelines of the Codeof Good Corporate Governance were already applied when addressing this type Another relevant event for the ISA Group in 2020 was our entry into the roadconcessions business in Colombia through the acquisition of the Sociedad Cos-of transactions, the new policy includes OECD’s recommendations and goodcorporate practices to offer more protection to minority shareholders.tera Cartagena Barranquilla S.A.S. This acquisition formally consolidated ourRoad Concessions business unit, which would not have been possible without Finally, the pandemic has sped up the digital transformation of companies, andthe gradual implementation of the Group’s Work Model, which started in 2019.the Board of Directors of ISA was not the exception. In this regard, through theThis is the institutional baseline that defines the interactions between ISA andISA CONEXIONES app, the use of technological tools available for managingits companies through the operating model for business units, ensuring unity ofthe Boards of Directors was reinforced. Likewise, applying all the digital securitypurpose and direction. As a result of these implementations, the Board of Direc-measures, the Board has been able to meet uninterruptedly through the plat-tors of ISA modified Agreement 111 of 2017 and created the legal representationforms provided by our supplier, Microsoft. In addition, as a good practice, thefor affairs related to the Road Concessions business unit. The implementationCONECTADOS newsletter was created, improving the information flow from theof the Group’s Work Model has allowed us to make decisions more efficiently,Company’s Management and its Crisis Committee (created on the occasion ofwhich is another Corporate Governance objective.the pandemic) to the Board of Directors.3

Corporate Governance Report 2020ISA’s good governance practices help protect the interests of the company and its shareholders.1. OWNERSHIP STRUCTURECompany ownership capital and structureISA is a Mixed Utility Company with state and private shareholders. The Nation, through the Ministry of Finance andPublic Credit, is ISA’s majority or controlling shareholder, since it owns 51,41% of the capital stock.SHAREHOLDERCOLOMBIAN GOVERNMENTNUMBER OF SHARESAS OF JANUARY 31,2021SHAREHOLDER%NATURAL PERSONSNUMBER OF SHARES(FREE FLOAT)%35.549.2313,21%569.472.56151,41%PENSION FUNDS238.518.23821,53%97.724.4138,82%LEGAL PERSONS11.049.5911,00%LOCAL INSTITUTIONAL INVESTORS297.258.45626,84%107.227.6089,68%FOREIGN INVESTMENT FUNDS107.227.6089,68%MUTUAL FUNDS435.5820,04%35.549.2313,21%ADR PROGRAMS445.6250,04%445.6250,04%STOCK %440.480.92039,77%EMPRESAS PÚBLICAS DE MEDELLÍNNATURAL PERSONSADR PROGRAMSTOTALFLOAT PERCENTAGE39,77%FOREIGN INVESTMENT FUNDSINSURANCE COMPANIESTOTALThe list with the 25 main shareholders of ISA is published on the company’s website.

Corporate Governance Report 2020CAPITAL STOCKcomprehensive management and execution of the resources of the Financial SupportAuthorized CapitalCOP 45.000.000.000 divided into 1.371.951.219 sharesFund for the energization of Non-Interconnected Zones (FAZNI) for the constructionSubscribed CapitalCOP 36.916.334.931 divided into 1.125.498.016 sharesof the Cauca-Nariño 115 kV Interconnection and associated substations, signed onPaid-in CapitalCOP 36.916.334.931 divided into 1.125.498.016 sharesOctober 13, 2009 and extended until June 30, 2018 through addendum eighteenReacquired SharesCOP 584.500.002 divided into 17.820.122 shares(18) for a total amount of COP 305.622 million.Ownership structure of the GroupNegotiations made by the members of the Board of Directors, SeniorManagement, and other Administrators with the shares and othersecurities issued by the companyISA is the parent company of the ISA Group, which is composed of affiliates andISA’s Administrators may neither by themselves nor by an intermediary speculatesubsidiaries in Colombia and abroad, who are mainly engaged in the Energy Trans-with ISA shares. In any case, they require the authorization of the Board of Direc-mission, Road Concessions, Telecommunications and ICT business units.tors, obtained with the favorable vote of two-thirds of its members, excluding theAll outstanding shares are common, registered, and dematerialized.vote of the requester; or the affirmative vote of the ordinary majority of the GeneralDetails of each of the companies in which ISA holds stakes are published onShareholder’s Meeting, provided for in the Bylaws, excluding the requester, as en-the company’s websiteshrined in the Good Corporate Governance Code and in Resolution 60 of 2006 ofthe Board of Directors.Information about shares held by members of the Board of Directorsand the voting rights they representNone of the administrators requested authorization to negotiate ISA shares duringNo member of the Board of Directors holds ISA shares.the period.Family, business, contractual, or corporate relationships betweenholders of the significant stakes and the company, or relationshipsbetween holders of significant stakesSummary of known agreements between shareholdersThe company has not been notified of the existence of agreements betweenshareholders.During 2020, we kept working on the commitments acquired for the settlement ofthe Inter-administrative Contract GSA 57 of 2009 - ISA 4000763, between the NationTreasury shares held by the company(Ministry of Mines and Energy) and ISA, which provides technical assistance for theThe number of treasury shares held by ISA is 17.820.122.5

Corporate Governance Report 20202. STRUCTURE OF THE COMPANY’S MANAGEMENTStructure of the Board of DirectorsNo member of the Board may hold executive positions in the company. To do a betterThe Board of Directors of ISA is elected annually at the General Shareholders’ Meet-job as administrators of the parent company, and in search of the unity of purposeing. It is composed of nine (9) main members, of whom seven (7) are independentand direction, some members of ISA’s Board are members of the boards of subordi-according to Corporate Bylaws, Law 964 of 2005, and the company’s Code of Goodnate companies. Likewise, no employee of ISA is member of the Board of Directors,Governance.and there are no work relationships between the board members and the company.Nominated by: Ministry ofFinance and Public CreditHerzAugusto AriasThe structure of the Board of Directorsand the resumes of its members canbe found here.CéanJuendánrsamoodPerZeCa miloy MedinHenraGonz*Nominated by: Ministry ofFinance and Public Creditléndez Arjona*Nominated by: EmpresasPúblicas de MedellínMarcMeaovich FarbiarzYan*Giraldo Moreno*lo*Nominated by: Ministry ofFinance and Public CreditmeGócaariostizábal GuevaA rira*Manegro Trujilonte*lezázssúsoMagNominated by: Pensions andSeverance FundsIsJeaelCarlontiPablo ZárateSaNominated by: Pensions andSeverance FundsNominated by: Pensions andSeverance FundsTechnical Deputy Minister ofFinance and Public CreditNominated by: Ministry ofFinance and Public CreditDirector of Public Credit and of theNational Treasury of the Ministry ofFinance and Public CreditNominated by: Ministry ofFinance and Public Credit(*) Independent Members pursuant toprovisions of the Corporate Bylaws, theCode of Good Governance, and Law 964of 2005.6

Corporate Governance Report 2020The following members of the Board of Directors hold public positions in the stateChanges in the Board of Directors during the periodadministration, and therefore are related to the Nation, the majority shareholderIn the April 2020-March 2021 period, there were no changes in the Board of Directors.of ISA: Technical Deputy Minister of Finance and Public CreditPolicies approved by the Board of Directors during the reportingperiod Director of Public Credit and of the National Treasury of the Ministry of FinanceThe main corporate policies at a Group level were updated during 2020; therefore,and Public Creditthe following policies are in force: Environmental, Service, Occupational Health andSafety, Information, Asset Management, and Risk Management.When members of the Board believe that there is a conflict of interest with respectto a specific topic discussed, they must report it to the other members and refrainProcess for nominating members to the Board of Directorsfrom participating in the discussion and decision-making process.For the purposes of nominating candidates to the Board, seeking reasonable balance, complementarity, and diversity, and for the sake of proper performance, itThe following temporary conflicts of interest emerged during the period:is taken into account that applicants are not involved in any legal disqualificationsand incompatibilities and that they have sufficient availability, knowledge, experi- In session 829 of March 26, 2020, Jesús Aristizábal expressed a conflict of in-ence, educational background, qualities, skills, and independent judgement to beterest regarding the reading of the Business Committee’s report on the UPMEa candidate to the Board. The Board Succession Policy approved by the Generalcalls; hence, he was not present when said report was read.Shareholders’ Meeting establishes the principles to nominate the best candidates to In session 840 of January 20, 2021, César Arias, Director of Public Credit, ex-the Board of Directors of ISA, as well as the knowledge and experience required topressed a conflict of interest with respect to the Delta Project; hence, he did notguarantee effective performance and contribution to achieving the goals. The full textparticipate in the discussion thereof.is available on the company’s website.The definition of conflict of interest is included in the Corporate Bylaws, Code ofPrior to the General Shareholders’ Meeting during which the Board of Directors wasGood Governance, and Code of Ethics and Conduct. To address conflicts of interestelected, the respective proposals containing the list of candidates and their resumesbetween the members of the Board of Directors and other administrators of ISA, thewere published on the company’s website, specifying the shareholder who nominatedBoard has approved these procedures, published on the company’s website.each candidate and whether the candidate is independent or not independent.7

Corporate Governance Report 2020The extract from Minutes 110 of the Ordinary General Shareholders’ Meeting heldBoard of Directors Remuneration Policyon March 27, 2020 published on the Company’s website contains the list sent byThe Board of Directors Remuneration Policy, approved by the General Shareholders’the Ministry of Finance and Public Credit to the Chief Legal Office of ISA for theMeeting, reviewed annually, and published on the company’s website, establish-election of the Board of Directors.es the criteria for adequate remuneration to its members. The Ordinary GeneralShareholders’ Meeting is the party who approves the professional fees each year,The Board of Directors was elected using the electoral quotient system, takingexpressed in Tax Value Units (UVT), consistent with the duties and responsibilitiesinto account professional, suitability, and recognized moral solvency criteria, asof the members and characteristics of the company, among other criteria.established in the Succession Policy of the Board. The resumes of members canbe found at the company’s website.Remuneration to the Board of Directors and members of SeniorManagementAfter the election, the members stated, in writing, their acceptance and that theyISA neither uses special mechanisms of payment nor uses shares of the companyare not incapable or incompatible to be members of the Board. This act was reg-as payment to Board members. The negotiation of these shares must be autho-istered with the Chamber of Commerce of Medellín for Antioquia, the departmentrized by the Board. For attending Board meetings and committees, the memberswhere the company is headquartered. Independent members answered the ques-received fees for 141 UVT per meeting, equivalent to COP 5.020.587.tionnaire attached to Decree 2555 of 2010, which was previously submitted beforethe Pension Funds, shareholders of ISA.The remuneration to Senior Managers is disclosed in the notes to the FinancialStatements in accordance with the provisions of the Code of Commerce and appli-The members of the Board of Directors who were appointed for the first time werecable accounting standards.properly trained. They were provided with sufficient information to acquire specificknowledge about ISA, businesses and sectors in which it is engaged, responsibili-ISA neither uses special payment or remuneration mechanisms, nor uses shares ofties, obligations, and attributions as members of the Board, as well as the compa-the Company as payment, nor uses share options as payment to members of theny’s documentation, which must be studied for a correct compliance with duties.Senior Management.8

Corporate Governance Report 2020Board of Directors quorumFor a valid debate, the Board of Directors requires a quorum of at least five members (deliberative quorum). Decisions are made by means of a majority of the present votes(decision quorum). All the meetings had a deliberative and decision quorum.Attendance to Board Meetings and CommitteesDuring the April 2020-March 2021 period, the Board met on 13 occasions (12 regular sessions, 1 extraordinary session). The average duration of each meeting was 5hours and the agenda agreed for each session was always met.STRUCTURE OF THE BOARD OF DIRECTORS OF ISAMembersNominated byAttendance (13 meetings)Marcela Meléndez Arjona (*)(**)Ministry of Finance and Public Credit7/8Isaac Yanovich Farbaiarz (*)Ministry of Finance and Public Credit13/13Carlos Mario Giraldo Moreno (*)Ministry of Finance and Public Credit13/13Henry Medina González (*)Ministry of Finance and Public Credit13/13Camilo Zea Gómez (*)Ministry of Finance and Public Credit13/13Santiago Montenegro Trujillo (*)Empresas Públicas de Medellín13/13Jesús Aristizábal Guevara (*)Pensions and Severance Funds13/13Technical Deputy Minister of Finance and Public CreditPensions and Severance Funds13/13Director of Public Credit and of the National Treasury of the MinistryPensions and Severance Fundsof Finance and Public Credit13/13(*) Independent Members as per provisions of the Code of Good Governance and Law 964 of 2005(**) Resigned on November 9, 20209

Corporate Governance Report 2020The distribution of Board members by committee is as follows:Board of DirectorsCorporate Government,Sustainability, and Risk(GCSR) BoardBusinessesCorporate AuditOrganizational TalentMarcela Meléndez Arjona (*)(**)Isaac Yanovich Farbaiarz (*)ChairmanCarlos Mario Giraldo Moreno (*)ChairmanHenry Medina González (*)Camilo Zea Gómez (*)Santiago Montenegro Trujillo (*)ChairmanJesús Aristizábal Guevara (*)ChairmanTechnical Deputy Minister of Finance and Public CreditDirector of Public Credit and of the National Treasury of theMinistry of Finance and Public Credit(*) Independent Members as per provisions of the Code of Good Governance and Law 964 of 2005(**) Resigned on November 9, 2020ATTENDANCE TO THE CORPORATE GOVERNANCE, SUSTAINABILITY, AND RISK COMMITTEEMembersNominated byAttendance (13 meetings)Marcela Meléndez Arjona (*)(**)Ministry of Finance and Public Credit7/8Technical Deputy Minister of Finance and Public CreditMinistry of Finance and Public Credit13/13Director of Public Credit and of the National Treasury of the MinistryMinistry of Finance and Public Creditof Finance and Public Credit13/13Carlos Mario Giraldo Moreno (*)Ministry of Finance and Public Credit13/13Santiago Montenegro Trujillo (*)Pensions and Severance Funds13/13(*) Independent Members pursuant to provisions of the Corporate Bylaws, the Code of Good Governance, and Law 964 of 2005(**) Resigned on November 9, 202010

Corporate Governance Report 2020ATTENDANCE TO THE BUSINESS COMMITTEENominated byMembersTechnical Deputy Minister of Finance and Public CreditAttendance (16 meetings)Ministry of Finance and Public Credit15/16Director of Public Credit and of the National Treasury of the MinistryMinistry of Finance and Public Creditof Finance and Public Credit16/16Isaac Yanovich Farbaiarz (*)Ministry of Finance and Public Credit16/16Henry Medina González (*)Pensions and Severance Funds16/16Santiago Montenegro Trujillo (*)Pensions and Severance Funds16/16(*) Independent Members pursuant to provisions of the Corporate Bylaws, the Code of Good Governance, and Law 964 of 2005ATTENDANCE TO THE CORPORATE AUDIT COMMITTEEMembersNominated byAttendance (7 meetings)Marcela Meléndez Arjona (*)(**)Ministry of Finance and Public Credit3/4Jesús Aristizábal Guevara (*)Empresas Públicas de Medellín7/7Camilo Zea Gómez (*)Pensions and Severance Funds7/7(*) Independent Members pursuant to provisions of the Corporate Bylaws, the Code of Good Governance, and Law 964 of 2005(**) Resigned on November 9, 2020ATTENDANCE TO THE ORGANIZATIONAL TALENT COMMITTEEMembersNominated byAttendance (12 meetings)Director of Public Credit and of the National Treasury of the MinistryMinistry of Finance and Public Creditof Finance and Public Credit12/12Isaac Yanovich Farbaiarz (*)Ministry of Finance and Public Credit12/12Henry Medina González (*)Pensions and Severance Funds12/12(*) Independent Members pursuant to provisions of the Corporate Bylaws, of the Code of Good Governance, and of Law 964 of 200511

Corporate Governance Report 2020Agreements, policies, and procedures approved by the Board ofDirectors during the periodThe functions of the Chairman are those set forth in the Corporate Bylaws andIn 2020, the following agreements were approved:of Directors, published on the company’s website. Agreement 116 of March 26, 2020: Whereby some procedures to hold a virtualSecretary of the Board of DirectorsOrdinary General Shareholders’ Meeting are established. Agreement 117 of April 30, 2020: Operating Regulations of the OrganizationalAgreement 105 of November 25, 2016, which regulates the operation of the BoardAs per the Corporate Bylaws, the Chief Legal Officer of the Company is the Secretaryof the Board of Directors.Talent Committee. Agreement 118 of April 30, 2020: Operating Regulations of the Corporate Governance, Sustainability, and Risk Committee. Agreement 119 of April 30, 2020: whereby legal representatives are appointedThe functions of the Secretary are those set forth in the Corporate Bylaws andAgreement 105 of November 25, 2016, which regulates the operation of the Boardof Directors, published on the company’s website.for certain businesses. Agreement 120 of October 30, 2020: whereby legal representatives are appointed for certain businesses. Agreement 121 of November 27, 2020: whereby legal representatives are appointed for certain businesses.Relationships between the Board of Directors and Statutory Auditorduring the yearDuring the last period, the Statutory Auditor submitted before the Corporate AuditCommittee the results of the review of the relevant controls for the preparation andpresentation of the financial statements, as well as their opinion on their fairness.The main corporate policies at a Group level were updated; therefore, the followingpolicies are in force: Environmental, Service, Occupational Health and Safety, Infor-External advice received by the Board of Directorsmation, Asset Management, and Risk Management.In session 836 of September 25, 2020, Guest Lecturer and Consultant Joan AntoniMelé gave a talk entitled “La motivación y el liderazgo basado en valores” (MotivationChairman of the Board of Directorsand leadership based on values), about the relevance of the commitment and involve-The Board, in session 830 of April 30, 2020, appointed Santiago Montenegro Tru-ment of Managers when it comes to making decisions that are consistent with the cor-jillo, independent member, as its Chairman.porate philosophy, where ethics plays a major role, as it encourages values. The talkaddressed our purpose and values as basis for a new leadership, seeking to ensurethat the company, especially decision makers, is prepared to face modern challenges.12

Corporate Governance Report 2020In session 839 of December 18, 2020, the Board of Directors participated in aCorporate Governance, Sustainability, and Risk Committeeprospective valuation of the main political, regulatory, and operational risks in Bra-One of its main duties is to support the Management in strategic issues, sustainabili-zil, Chile, and Peru in the short term (2020-22) and in the medium and long termty, risk, human talent, and IT. Regarding corporate governance, it studies reforms to(2022-30). The session was led by Consultant Thomaz Favaro from Control Risks,the Corporate Bylaws, makes recommendations about appointments and compen-a global firm specializing in risks and strategies.sation to the members of the Board and Senior Management, ensures compliancewith the Code of Good Governance within the framework of action, and evaluatesIsaac Yanovich Farbaiarz and Cesar Augusto Arias attended the event entitled “Sex-the CEO.to Encuentro Virtual de la Liga De Directores, Evolución acelerada de los Directoriosfrente a la pandemia” (Sixth Virtual Meeting of the League of Directors, AcceleratedThe main topics between April 2020 and March 2021 were sustainability, strategy,evolution of Boards of Directors in the face of the pandemic), held by KEARNEY andrisk management, amendments to corporate documents to reflect Corporate Gover-the Universidad de los Andes, in October and November 2020.nance Best Practices, bylaws reforms, innovation, and cybersecurity.Information management by the Board of DirectorsBusiness CommitteeThrough a server for the exclusive access of members of the Board of Directors, theIts role is to analyze, make recommendations, or make decisions about investmentSecretary of the Board of Directors, no less than five (5) days prior to each meet-initiatives considered in ISA and its companies’ growth strategy. It also monitors theing, made available the documentation related to the topics to be discussed in theexecution of businesses.Board, as well as the additional information requested.The business and projects reviewed by the Committee in 2020 include theBoard of Directors Committeesfollowing:According to the Regulations of the Board, at ISA, the Corporate Governance, Sustainability, and Risk Committee; the Business Committee; the Corporate Audit Committee; and the Organizational Talent Committee work institutionally.13

Corporate Governance Report NTERCOLOMBIAConnectionConnection of Windpeshi 200 MW Wind Farm to Cuestecitas 220 kV SubstationBrazilEnergyTaesaAcquisitionSão João Transmissora and São Pedro TransmissoraPeruEnergyISA PERUAcquisitionAcquisition of Eteselva and pansionCopey-Cuestecitas 500 kV Second CircuitBrazilEnergyTaesaAcquisitionRialma IBrazilTelecommunicationsInterNexaAcquisitionIFC and GIF participationPeruEnergyISA PERÚTenderPeruEnergyCTMReinforcementReinforcement of Carabayllo-Chimbote-Trujillo 500 kV Transmission LinePeruEnergyCTMReinforcement 400/-150 MVAR Static VAR Compensator in Trujillo Norte 500 kV SubstationPeruEnergyREPReinforcement 200/-100 MVAR Static VAR Compensator in San Juan 220 kV SubstationBrazilEnergyISA CTEEPAcquisitionBrazilEnergyISA CTEEPTenderUPME 04-2019 La Loma - Sogamoso 500 kVChincha NazcaPiratininga-Bandeirantes Transmissora de Energia - PBTELot 7 - ANEEL 001/2020Corporate Audit CommitteeThis is the entity that guides and facilitates internal control. One of its duties is en-Between April 2020 and March 2021, the main topics were: the analysis of financialsuring that the Organization has an effective corporate control system that includesresults and balance sheet reports under IFRS standards, reports by external controlthe evaluation of accounting procedures, relationships with the statutory auditor,entities, comprehensive risk management, reports delivered by the Statutory Audi-and auditing the risk management system. Its recommendations include improvingtor and the internal auditor, management of the system against money launderingcontrols established for governance, administrative, financial, technical, and IT is-and terrorism financing risks, ethical management, monitoring audit performancesues; ethical management; and the management system against money launderingat the Group, and defining and following up the Statutory Auditor or External Auditorand terrorist financing risks.selection process.14

Corporate Governance Report 2020Organizational Talent CommitteeThe Organizational Talent Committee is in charge of making decisions, guiding,A crucial part of the work with the external consultant in 2019 was the peer apprais-supervising, supporting, or advising the Board of Directors and the Managemental (360-degree feedback), which was based on the skills expected from high-perfor-regarding organizational talent (Senior Management and employees) of ISA and itsmance boards of directors. This work continued in 2020, where performance gapscompanies.were identified and then notified to all the members on session 827 of January 31,2020, with the support of ATKEARNEY – KORN FERRY, given the level of maturityThe main topics between April 2020 and March 2021 were: Senior Managementof the Board of Directors of ISA. These competences are an important factor for theRemuneration Polic

For this reason, this Annual Corporate Governance Report goes beyond demon-strating compliance with provisions of the Corporate Bylaws and of the Code of Good Corporate Governance. It is prepared by ISA's Board of Directors as a tool to explain how the company's corporate governance really works, as well as relevant changes during 2020.

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