COLOMBIA Law and Practice Contributed by: Clare Montgomery, Karen Santamaria, Catalina Garzón and Diana Guerrero, Baker McKenzie S.A.S.
and respond in writing to those who have made them, clearly stating the reasons for the deci - sions. These companies will establish an audit com - mittee, which will be composed of at least three members of the board of directors, including all independent members. The statutory audi - tor of the company will be present in this com - mittee and will be able to speak but will not be able to vote. The committee will be in charge of supervising compliance with the internal audit programme and will ensure that the preparation, presentation and disclosure of financial informa - tion complies with the provisions of the law. Listed companies must submit an annual and a quarterly report on environmental, social and governance (ESG) matters to the National Reg - istry of Securities and Issuers (RNVE). 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance Throughout 2023 and 2024 there were several hot topics in corporate governance that had to be considered. These were aimed at improving sustainability, transparency and responsibility within companies. ESG Even though only listed companies must comply with mandatory ESG reporting, the implementa - tion of sustainable policies has become crucial for all types of companies for a number of rea - sons, including: • to enhance brand and customer loyalty gen - erating a competitive advantage; • to attract and retain talent as employees choose to work in a workplace that aligns
with their values and has a supportive envi - ronment; • cost and operational efficiencies: policies that reduce carbon footprint and improve the sup - ply chain can lead to a cost saving, making companies more efficient; • risk management: reputational and regulatory risk can be controlled by the implementation of policies that address issues that impact stakeholders; and • attraction of investment: more robust govern - ance and investor protection is becoming a prerequisite for outside investment. In 2023, the Superintendence of Companies introduced non-mandatory regulations on reporting for unlisted companies that meet cer - tain asset and revenue thresholds and operate in the construction, mining and other sectors. It also issued a new voluntary Sustainability Report for activities in 2024. Additionally, in 2025 it issued regulations creating a new format No 8 to report on sustainability, corporate govern - ance and other legal and administrative matters in companies. These matters were previously reported by filing a business practices report, which has been eliminated. The filing of the sus - tainability report under the new format is volun - tary in 2025 but it is likely to become mandatory in the near future. Conflicts of Interest According to Colombian regulations introduced in early 2024, when a legal representative or an administrator, such as a board member, may have a conflict of interest, all relevant information must be disclosed to the shareholders so that they can decide whether to waive the conflict, thereby releasing the legal representative from responsibility, and whether a general authorisa - tion can be granted.
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