Governance
To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
Board of Directors
Esteban Saldarriaga Gaviria
Vice President in the investment team of Jaguar Growth Partners (2016-2020) and responsible for investment analysis, transaction structuring, diligence and management of the portfolio companies. Previously, he worked in a Latin American conglomerate, executing M&A transactions in the region and integrating strategies in the food and beverage industry, cement production, agribusiness, and packaging. During this time, Esteban evaluated opportunities in Colombia, Peru, Chile, Bolivia, Argentina and Brazil and executed transactions for an amount greater than $ 700 million dollars. From 2010 to 2013, he worked in the investment banking team at J.P. Morgan, based in Bogotá, covering various industries in the Andean region. In that role, Esteban acquired in-depth knowledge of the financial, oil and infrastructure sectors. Esteban Saldarriaga also worked at Ashmore Colombia, a private equity fund focused on infrastructure (a subsidiary of Ashmore Group plc), and at Inverlink, a boutique investment bank. He has an MBA from Columbia Business School and is an Economist and Master in Economics from the Pontificia Universidad Javeriana.
Thomas Joseph McDonald
Managing Partner and Americas Director of Jaguar Growth Partners, founded with Gary Garrabrant in 2013. McDonald is a member of the Investment Committee. McDonald serves as a director of Hoteles City Express (BMV: HCITY), and Bresco, and previously of Vesta (BMV: VESTA), Gafisa (NYSE: GFA), BR Malls (BZ: BRML3), Tenda (BZ: TNDA3), Parque Arauco (SNSE: PARAUCO), Bracor, AGV Logística y Hacienda e Inmobiliaria Brasileira. Prior to the creation of Jaguar Growth Partners, Mr. McDonald was Chief Strategic Officer for Equity International. He was primarily responsible for developing his collaborative and partner-oriented investment style by establishing, building and optimizing relationships, as well as coordinating investment and portfolio management activities. From 1997 to 1999, Mr. McDonald was Executive Vice President of Anixter International (NYSE: AX) responsible for global sales. From 1993 to 1997, Mr. McDonald resided in Argentina and was responsible for establishing operating businesses for Anixter in Brazil, Argentina, Chile, Venezuela, and Colombia. Previously, Mr. McDonald resided in Mexico and Puerto Rico, holding operational leadership and business development positions at American Airlines and Quadrum SA de CV. Mr. McDonald is a member of the Global Advisory Board of the University of Chicago Booth School of Business. Mr. McDonald was the founder and president and is now a member of the board of directors of Coprodeli USA, a non-profit organization that supports the integral development of the poorest in Peru. He graduated from the University of Notre Dame and received his MBA from the Booth School of Business at the University of Chicago.
Carlos Javier Betancourt
Founding partner and CEO of Grupo Bresco. Partner and CEO of Bresco Gestão. He was founder and CEO of Bracor Investimentos Imobiliários, one of the most successful companies in the Brazilian real estate market, with approximately USD 2 billion in investments in corporate properties. He has more than 30 years of experience in the real estate industry, leading some of the most important real estate operations carried out in the country. He was a founding partner and responsible for the creation of the real estate area of Pátria Investmentos. He was a founding partner and president of Colliers International Brazil. He was also a member of the International Board of YPO - Young Presidents Organization. He is currently a member of the Board of Directors of the University of Notre Dame and of the university's equity investment committee. Carlos has a business degree from the Fundação Getulio Vargas.
Beatriz Arbelaez Martínez
She was the Director of the Bogotá Ministry of Finance between January 2016 to December 2019 and between October 2010 and July 2011. She actively participates in the design and strengthening of the Corporate Governance policies of companies in the Capital District, such as the Bogotá Energy Group and the Metro Company. She has extensive experience in financial matters and performance in positions of great responsibility, both in the public and private sectors. Her experience includes financing projects and institutions in the financial sector, as well as, in the responsibility aspects of a CFO or Financial Vice President, such as, financial planning, tax, budget management, management evaluation and accounting aspects, including the transformation to International Information Standards. Financial (IFRS). She currently participates in various Boards of the financial, energy, transport and telecommunications sectors. Her academic preparation includes a High Business Development Program from INALDE in Bogotá, a master's degree in Economic Policy from Columbia University in New York, a master's degree in finance from Strathclyde University, in Glasgow. She is an Economist from the Externado de Colombia University in Bogotá.
Justin Andre Brown
Managing Director of the Green Street Advisory Group, which provides strategic advice to the major global market participants in the commercial real estate sector. Justin leads the Group's international efforts, including advising on public issuance of autonomous real estate equity securities (REITs) in India, Singapore and Australia, as well as managing strategic communications for such clients in Mexico and Chile. He is a member of the Green Street Diversity, Equity and Inclusion Council and the Pension Real Estate Association (PREA). Before joining Green Street in 2013, Justin worked at Prudential Real Estate Investors, where he focused on asset management and property disposal. He earned an MBA from New York University's Stern School of Business and a B.B.A. with a Focus in Real Estate from University of Wisconsin
Roger Alan Lazarus
Retired Director of Operations for the LATAM North region of Ernst & Young, comprising 14 countries. Roger managed internal operations, coordinated service lines, and oversaw financial and operational reporting. Between 2013 and 2019, he also served as COO of Ernst & Young Colombia. He is a Chartered Accountant (Institute of England and Wales) and began his career as an auditor at Arthur Andersen in London before moving to the United States. For more than 25 years, Roger served as a transaction partner advising on acquisitions and investments of private equity and corporate clients. He was managing partner of Ernst & Young's West Region Transactions service line before moving to Bogotá. He joined Ernst & Young in Boston in 1997 as a partner. Previously, Roger was CFO and Senior Vice President, for three years, of Xenergy Inc., a Massachusetts-based energy services, commerce and software company. Roger joined Coopers & Lybrand's Investigations and Transaction Support team in Boston in 1986 and was promoted to Partner in 1992. Roger is currently an ad-hoc advisor and consultant to Marcy Venture Partners (“MVP”) and its portfolio companies. He also serves as the audit chair for three private non-profit entities in the San Francisco Bay area, where he now resides after six years of living in Colombia and working throughout the region. He has knowledge of the Spanish language and has experience in business and financial practices in Latin America.
José Ramón Ramírez Castaño
Independent member of the Board of Directors of the LatAm Logistic Properties S.A. and LatAm Logistic Col OpCo, S.A., is a lawyer authorized to practice in Colombia. He has extensive experience in real estate transactions and has advised clients on property development projects. Lawyer from the Pontificia Universidad Javeriana de Colombia, specialist in Urban Law from the Universidad de los Andes. José Ramón has been a professor at the Pontificia Universidad Javeriana de Colombia. José Ramón Ramírez is a partner at Ramírez & Cardona Abogados, a firm recognized in several publications as a leader in Real Estate and Urban Planning Law in the country. José Ramón Ramírez, in turn, has been an advisor to different private equity funds in recent years.
Esteban Saldarriaga Gaviria
Vice President in the investment team of Jaguar Growth Partners (2016-2020) and responsible for investment analysis, transaction structuring, diligence and management of the portfolio companies. Previously, he worked in a Latin American conglomerate, executing M&A transactions in the region and integrating strategies in the food and beverage industry, cement production, agribusiness, and packaging. During this time, Esteban evaluated opportunities in Colombia, Peru, Chile, Bolivia, Argentina and Brazil and executed transactions for an amount greater than $ 700 million dollars. From 2010 to 2013, he worked in the investment banking team at J.P. Morgan, based in Bogotá, covering various industries in the Andean region. In that role, Esteban acquired in-depth knowledge of the financial, oil and infrastructure sectors. Esteban Saldarriaga also worked at Ashmore Colombia, a private equity fund focused on infrastructure (a subsidiary of Ashmore Group plc), and at Inverlink, a boutique investment bank. He has an MBA from Columbia Business School and is an Economist and Master in Economics from the Pontificia Universidad Javeriana.
Thomas Joseph McDonald
Managing Partner and Americas Director of Jaguar Growth Partners, founded with Gary Garrabrant in 2013. McDonald is a member of the Investment Committee. McDonald serves as a director of Hoteles City Express (BMV: HCITY), and Bresco, and previously of Vesta (BMV: VESTA), Gafisa (NYSE: GFA), BR Malls (BZ: BRML3), Tenda (BZ: TNDA3), Parque Arauco (SNSE: PARAUCO), Bracor, AGV Logística y Hacienda e Inmobiliaria Brasileira. Prior to the creation of Jaguar Growth Partners, Mr. McDonald was Chief Strategic Officer for Equity International. He was primarily responsible for developing his collaborative and partner-oriented investment style by establishing, building and optimizing relationships, as well as coordinating investment and portfolio management activities. From 1997 to 1999, Mr. McDonald was Executive Vice President of Anixter International (NYSE: AX) responsible for global sales. From 1993 to 1997, Mr. McDonald resided in Argentina and was responsible for establishing operating businesses for Anixter in Brazil, Argentina, Chile, Venezuela, and Colombia. Previously, Mr. McDonald resided in Mexico and Puerto Rico, holding operational leadership and business development positions at American Airlines and Quadrum SA de CV. Mr. McDonald is a member of the Global Advisory Board of the University of Chicago Booth School of Business. Mr. McDonald was the founder and president and is now a member of the board of directors of Coprodeli USA, a non-profit organization that supports the integral development of the poorest in Peru. He graduated from the University of Notre Dame and received his MBA from the Booth School of Business at the University of Chicago.
Carlos Javier Betancourt
Founding partner and CEO of Grupo Bresco. Partner and CEO of Bresco Gestão. He was founder and CEO of Bracor Investimentos Imobiliários, one of the most successful companies in the Brazilian real estate market, with approximately USD 2 billion in investments in corporate properties. He has more than 30 years of experience in the real estate industry, leading some of the most important real estate operations carried out in the country. He was a founding partner and responsible for the creation of the real estate area of Pátria Investmentos. He was a founding partner and president of Colliers International Brazil. He was also a member of the International Board of YPO - Young Presidents Organization. He is currently a member of the Board of Directors of the University of Notre Dame and of the university's equity investment committee. Carlos has a business degree from the Fundação Getulio Vargas.
Beatriz Arbelaez Martínez
She was the Director of the Bogotá Ministry of Finance between January 2016 to December 2019 and between October 2010 and July 2011. She actively participates in the design and strengthening of the Corporate Governance policies of companies in the Capital District, such as the Bogotá Energy Group and the Metro Company. She has extensive experience in financial matters and performance in positions of great responsibility, both in the public and private sectors. Her experience includes financing projects and institutions in the financial sector, as well as, in the responsibility aspects of a CFO or Financial Vice President, such as, financial planning, tax, budget management, management evaluation and accounting aspects, including the transformation to International Information Standards. Financial (IFRS). She currently participates in various Boards of the financial, energy, transport and telecommunications sectors. Her academic preparation includes a High Business Development Program from INALDE in Bogotá, a master's degree in Economic Policy from Columbia University in New York, a master's degree in finance from Strathclyde University, in Glasgow. She is an Economist from the Externado de Colombia University in Bogotá.
Justin Andre Brown
Managing Director of the Green Street Advisory Group, which provides strategic advice to the major global market participants in the commercial real estate sector. Justin leads the Group's international efforts, including advising on public issuance of autonomous real estate equity securities (REITs) in India, Singapore and Australia, as well as managing strategic communications for such clients in Mexico and Chile. He is a member of the Green Street Diversity, Equity and Inclusion Council and the Pension Real Estate Association (PREA). Before joining Green Street in 2013, Justin worked at Prudential Real Estate Investors, where he focused on asset management and property disposal. He earned an MBA from New York University's Stern School of Business and a B.B.A. with a Focus in Real Estate from University of Wisconsin
Roger Alan Lazarus
Retired Director of Operations for the LATAM North region of Ernst & Young, comprising 14 countries. Roger managed internal operations, coordinated service lines, and oversaw financial and operational reporting. Between 2013 and 2019, he also served as COO of Ernst & Young Colombia. He is a Chartered Accountant (Institute of England and Wales) and began his career as an auditor at Arthur Andersen in London before moving to the United States. For more than 25 years, Roger served as a transaction partner advising on acquisitions and investments of private equity and corporate clients. He was managing partner of Ernst & Young's West Region Transactions service line before moving to Bogotá. He joined Ernst & Young in Boston in 1997 as a partner. Previously, Roger was CFO and Senior Vice President, for three years, of Xenergy Inc., a Massachusetts-based energy services, commerce and software company. Roger joined Coopers & Lybrand's Investigations and Transaction Support team in Boston in 1986 and was promoted to Partner in 1992. Roger is currently an ad-hoc advisor and consultant to Marcy Venture Partners (“MVP”) and its portfolio companies. He also serves as the audit chair for three private non-profit entities in the San Francisco Bay area, where he now resides after six years of living in Colombia and working throughout the region. He has knowledge of the Spanish language and has experience in business and financial practices in Latin America.
José Ramón Ramírez Castaño
Independent member of the Board of Directors of the LatAm Logistic Properties S.A. and LatAm Logistic Col OpCo, S.A., is a lawyer authorized to practice in Colombia. He has extensive experience in real estate transactions and has advised clients on property development projects. Lawyer from the Pontificia Universidad Javeriana de Colombia, specialist in Urban Law from the Universidad de los Andes. José Ramón has been a professor at the Pontificia Universidad Javeriana de Colombia. José Ramón Ramírez is a partner at Ramírez & Cardona Abogados, a firm recognized in several publications as a leader in Real Estate and Urban Planning Law in the country. José Ramón Ramírez, in turn, has been an advisor to different private equity funds in recent years.
Board members will be entitled to compensation, for acting as members of the board of directors, in an amount proposed by Compensation Committee and approved by the Board of Directors and the Shareholders, whether it be in cash or in-kind compensation. Initial compensation paid to board members will be a cash fixed fee as follows:
- US$2,500 per member per ordinary session
- US$2,000 per member per audit committee session
- US$1,500 per member per other committee sessions
Additionally, we will reimburse all reasonable expenses of all board members incurred in connection with attending meetings. Such compensation and reimbursement will be paid as part of our Company expenses.
Board Committees
Assists the Board of Directors in its supervisory role by evaluating the accounting procedures and, in general, the review of the LLP control architecture, including the audit of the risk management system implemented by LLP. The members of the Board of Directors that are currently part of this committee are:Beatriz Elena Arbeláez Martínez, José Ramón Ramírez Castaño and Roger Alan Lazarus.For the full performance of its functions, the committee will meet ordinarily, at least every three (3) months or as many times as it deems necessary. The Audit Committee may deliberate as long as a minimum of two (2) of its members attend the meeting. Decisions will be made by a majority of the votes of the members present.
Assists the Board of Directors in its functions and responsibilities of proposing and supervising the Corporate Governance measures adopted by LLP and supervising the Issuer's risk management. The members of the Board of Directors that are currently part of this committee are:
Thomas Joseph Mc Donald, Carlos Javier Betancourt and José Ramón Ramírez Castaño.For the full performance of its functions, the committee will meet ordinarily, at least every three (3) months or as many times as it deems necessary. The Corporate Governance, Compliance and Risks Committee may deliberate as long as a minimum of two (2) of its members attend the meeting. Decisions will be made by a majority of the votes of the members present.
Its task is to support the Board of Directors in the exercise of its decision-making or advisory functions associated with matters of appointments and remuneration of the members of the Board of Directors and Senior Management. The members of the Board of Directors that are currently part of this committee are:
Esteban Saldarriaga Gaviria, Justin Andre Brown and Roger Alan Lazarus.The Appointments, Successions and Remuneration Committee may deliberate as long as a minimum of two (2) of its members attend the meeting. Decisions will be made by a majority of the votes of the members present.
Board Committees
Assists the Board of Directors in its supervisory role by evaluating the accounting procedures and, in general, the review of the LLP control architecture, including the audit of the risk management system implemented by LLP. The members of the Board of Directors that are currently part of this committee are:Beatriz Elena Arbeláez Martínez, José Ramón Ramírez Castaño and Roger Alan Lazarus.For the full performance of its functions, the committee will meet ordinarily, at least every three (3) months or as many times as it deems necessary. The Audit Committee may deliberate as long as a minimum of two (2) of its members attend the meeting. Decisions will be made by a majority of the votes of the members present.
Assists the Board of Directors in its functions and responsibilities of proposing and supervising the Corporate Governance measures adopted by LLP and supervising the Issuer's risk management. The members of the Board of Directors that are currently part of this committee are:Thomas Joseph Mc Donald, Carlos Javier Betancourt and José Ramón Ramírez Castaño.For the full performance of its functions, the committee will meet ordinarily, at least every three (3) months or as many times as it deems necessary. The Corporate Governance, Compliance and Risks Committee may deliberate as long as a minimum of two (2) of its members attend the meeting. Decisions will be made by a majority of the votes of the members present.
Assists the Board of Directors in its functions and responsibilities of proposing and supervising the Corporate Governance measures adopted by LLP and supervising the Issuer's risk management. The members of the Board of Directors that are currently part of this committee are:
Thomas Joseph Mc Donald, Carlos Javier Betancourt and José Ramón Ramírez Castaño.For the full performance of its functions, the committee will meet ordinarily, at least every three (3) months or as many times as it deems necessary. The Corporate Governance, Compliance and Risks Committee may deliberate as long as a minimum of two (2) of its members attend the meeting. Decisions will be made by a majority of the votes of the members present.
Its task is to support the Board of Directors in the exercise of its decision-making or advisory functions associated with matters of appointments and remuneration of the members of the Board of Directors and Senior Management. The members of the Board of Directors that are currently part of this committee are:
Esteban Saldarriaga Gaviria, Justin Andre Brown and Roger Alan Lazarus.The Appointments, Successions and Remuneration Committee may deliberate as long as a minimum of two (2) of its members attend the meeting. Decisions will be made by a majority of the votes of the members present.