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
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.
Bruce A. Wolfson
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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.
Javier Marquina
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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.
Bruce A. Wolfson
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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.
Javier Marquina
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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.