and Its Applicability in Family Companies
practices, known as Country Code
(NCC), was published by the Financial
Superintendence of Colombia (FSC)
through its 2014 External Circular
028 as an effort to update the previous
Country Code, issued in 2007. The
NCC is an answer to the 2008 global
financial crisis.
By issuing the new FSC, the
Colombian government is likely seeking
to achieve two objectives: (i) update
its internal provisions considering the
best practices accepted by entities
such as the Organisation for Economic
Co-operation and Development (OECD)
and the Development Bank of Latin
America (CAF) that already consider
the new business tendencies
the former, considering that Colombia is
in the process of becoming a permanent
member.
The new NCC provisions address
issues in five corporate governance areas:
measures related to crucial corporate
issues and 148 recommendations
that aim to facilitate and ease the
understanding, analysis, implementation
and adoption of the measures by
Colombian corporations.
Regarding the application of the
NCC's provisions, they are built over
the principle of Comply or Explain;
although initially it is addressed to all
Colombian "Security Issuers" regulated,
supervised and controlled by the FSC,
regardless of their size and level of
capitalization. Considering the legal
nature and autonomy of the issuers, they
it, depending of their needs, and the
schedule in which to do so.
In order to trace the effectiveness
of the included provisions and
recommendations, once a year the
securities issuers must fill out and
submit to the FSC the form named
"Report on the Implementation of Best
Corporate Practices." The main objective
of this report is to "describe, in general,
their corporate governance practices
and their adoption of the Country Code
recommendations so that shareholders,
investors, and the market at large may
evaluate them."
the NCC's recommendations.
Treatment
measures: (i) The acknowledging of the
shareholders' rights, giving them equal
treatment, real participation and vote in
of corporate law for Pinilla, González & Prieto Attorneys. His
main area of practice is civil and commercial law.
& Prieto Attorneys. His main area of practice is civil and
commercial law.
Av Calle 72 no - 6-30 piso 14
Bogota, Colombia
jalzate@pgplegal.com
pgplegal.com
Rodríguez