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Corporate Governance of Company Groups in Latin America

image of Corporate Governance of Company Groups in Latin America

This report provides an overview of frameworks and experience in Latin America and internationally in dealing with the challenges associated with corporate governance of company groups. It describes their economic rationale, benefits and relevance in Latin America, and how they are defined, overseen and regulated. It also delves into some of the risks and more specific challenges involved in ensuring protection of minority shareholder rights and managing or minimising conflicts of interest within groups. It notes the rising importance of Latin American-based multinational company groups. Finally, it reviews existing international and regional guidance on corporate governance of company groups before assessing the more specific policy options and challenges in the region, and describing the conclusions reached by the Latin American Corporate Governance Roundtable and Task Force on Company Groups based on this report’s findings. Country-specific chapters provide more specific descriptions of the frameworks in place for corporate governance of company groups in Argentina, Brazil, Chile, Colombia, Mexico and Peru.

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Colombia

Company groups are a growing presence in the Colombian economy. Forty of 77 listed companies are part of a business group, and 12 are part of the COLCAP main index, representing more than 60% of COLCAP traded shares. The chapter summarises how company groups are defined in Colombia, how responsibilities for their oversight are allocated, and how minority shareholder rights are regulated and enforced. A key provision requires groups to prepare a “Group Special Report” for annual general meetings describing the contracts, operations and economic relations among controlled and controlling companies. In addition, Colombia’s 2014 revised Country Code includes numerous good practice recommendations specifically targeted for groups. Finally, the government reported considering legislation to strengthen the authority of the Financial Superintendency (SFC) to supervise financial holding companies, and to clarify SFC authority over non-financial companies that are part of a supervised group.

English

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