Corporate Governance
Organizational structure
The internal organization of Almacenera Almacopio S.A. is made up of the following entities or participants:
Capital contributors to the institution.
Those people who set or define the direction of the company; making the most substantial decisions such as objectives, investment plans, service production, among others;
Audit Committee, Ethics Committee, Remuneration Committee, Compliance Committee, and Risk Asset Rating Committee;
Those who operate the company on a day-to-day basis.
Capital contributors to the institution.
Those people who set or define the direction of the company; making the most substantial decisions such as objectives, investment plans, service production, among others;
Audit Committee, Ethics Committee, Remuneration Committee, Compliance Committee, and Risk Asset Rating Committee;
Those who operate the company on a day-to-day basis.
Information for shareholders
The Ordinary General Shareholders' Meeting is responsible for reviewing and deciding on the Board of Directors' report on the progress of the business, the financial statements and the distribution of profits, the external auditor's report, the statutory auditor's letter and the internal auditor's report.
2025
2024
Information for shareholders
The Ordinary General Shareholders' Meeting is responsible for reviewing and deciding on the Board of Directors' report on the progress of the business, the financial statements and the distribution of profits, the external auditor's report, the statutory auditor's letter and the internal auditor's report.
2024
Information for directors
It is the responsibility of the board of directors to study the accounts, balance sheets, financial situation, compliance with the strategic plan, budgets and other documents prepared by the General Management, as well as the corresponding annual report, and to make the decisions they deem appropriate, accompanied by their own report of activities for the general shareholders' meeting.
Procedures for the selection of directors
According to Article 26 of the Bylaws, the General Meeting is responsible for electing and removing five principal directors and five alternate directors. To this end, if those present at the General Meeting representing sixty percent of the paid-in capital submitted a list nominating all the directors, both principal and alternate, they may vote for the entire list. If this does not occur, the vote will be by name on a single ballot, and those who obtain the most votes in the ballots for principal and alternate directors will be elected. However, if one or more shareholders representing twenty percent or more, and so on, of the paid-in capital with voting rights, reserve the right to appoint one principal director and one alternate, or the number corresponding to each twenty percent, they may do so. However, in that case, the votes they reserve may not be used to vote in the appointment of the other directors. The right of minorities is guaranteed in accordance with the rules issued by the Superintendency of Banks for the appointment of principal and alternate directors;
Procedures for conducting the vote at the general shareholders' meeting
In accordance with Almacenera Almacopio Bylaws, all elections held by the General Shareholders' Meeting shall be conducted by written ballot, the results of which shall be recorded in the corresponding minutes. Shareholders shall have the right to vote at the General Meetings in proportion to the paid-in value of their shares. Each paid-in share shall entitle the holder to one vote. Shareholders may grant a proxy or proxy to vote at the meeting.
Policies to avoid conflicts of interest
Corporate Governance Code
In accordance with Article 3 of the Corporate Governance Code, and the current Statute, the government of Almacenera Almacopio is exercised through the General Shareholders' Meeting, which is its Supreme Body and is considered legally constituted, when the shareholders have been legally summoned and are gathered with the legal quorum, consequently the decisions that it adopts within the framework of the Law or the Statute, are mandatory even for those who have not attended the Meeting.
General Meetings may be ordinary or extraordinary and will be held at the company's main office except for the exception permitted by law.
Ordinary General Meetings shall be held within ninety days following the close of each fiscal year to review and resolve matters concerning the Board of Directors' report on the business's performance, the financial statements and profit distribution, the external auditor's report, the Statutory Auditor's report, the internal auditor's report, and any other matters specified in the notice of meeting. Extraordinary General Meetings shall be held when convened to address the matters specified in the notice of meeting.
General meeting
The Government of Almacenera Almacopio is exercised through the GENERAL MEETING OF SHAREHOLDERS, which is its Supreme Body and will be considered legally constituted, when the shareholders have been legally summoned and are gathered with the legal quorum established in the Current Statute.
Almacenera Almacopio's relationship with its shareholders is based on the principles of equal treatment among shareholders, transparency, and the provision of extensive and continuous information so that all of them can accurately understand Almacopio's situation and fully exercise their rights.
The General Meeting of Shareholders, constituted in accordance with the provisions of current Laws, the Articles of Association, the Codes and Regulations, will represent all shareholders and exercise all the rights of the Warehouse, its decisions being executive and binding on all shareholders, including those who voted against them and those who did not attend the meeting.
Directory
Without prejudice to the powers of the General Shareholders' Meeting, the Board of Directors is the highest governing body of the Warehouse Company. It is the principal instance of Corporate Governance. The Board has broad powers and focuses its actions on the general function of oversight, ensuring that the executive bodies and the management team, to whom it delegates the day-to-day management of the Warehouse Company, act in accordance with the approved strategies and the established objectives.
All its actions must comply with current laws, the Statute, the resolutions of the General Shareholders' Meeting and current regulations.
Standards Committees
Composition: The Ethics Committee of Almacenera Almacopio is made up of three members, each representing the shareholders, management and employees respectively; the official in charge of human resources administration serves as secretary of the committee.
Meeting frequency: Once a year.
Attributions: To establish the content of the Code of Ethics and monitor the ethical compliance of those who make up Almacenera Almacopio S.A.. To establish policies for procedures in order to avoid vices or conflicts of interest, as well as to determine the sanctioning measures for non-compliance with the principles and duties.
Audit Committee
Composition: The Audit Committee of Almacenera Almacopio is composed of three members, two of whom are appointed from among the Board members and a third chosen from outside the Board, who must be certified by the Superintendency of Banks of Ecuador. The aforementioned members will participate with voice and vote; additionally, the General Manager and the Internal Auditor participate with an advisory role.
Meeting frequency: Once every three months.
Responsibilities: As an advisory and consultative unit to the Board of Directors, its purpose is to ensure effective support for the audit function by all members of the institution, and the fulfillment of the Warehouse's mission and objectives. Its functions are defined by the regulations of the Superintendency of Banks of Ecuador.
Compliance Committee
Composition: The Compliance Committee of Almacenera Almacopio is composed of a member of the Board of Directors, the legal representative or their delegate, the internal auditor, and the compliance officer. All committee members will have voice and vote, except for the internal auditor, who will participate only with voice.
Meeting frequency: Once a month.
Responsibilities: It is responsible for protecting the entity and preventing money laundering and the financing of crimes in the products and services offered by the Warehouse, as well as for compliance with legal and regulatory provisions, manuals and policies, procedures and internal controls in matters of prevention of money laundering, by each and every member of the institution.
Remuneration Committee
Composition: The Compensation Committee of Almacenera Almacopio S.A. is composed of a representative from the Board of Directors, an additional representative appointed by the General Meeting, and the General Manager. All committee members have the right to speak and vote.
Meeting frequency: Once a year.
Attributions: This body outlines the policy and its applicability in the process of analysis, approval, implementation, monitoring and disclosure of the remuneration of executives, board members and Almacenera Almacopio S.A., a policy aligned with prudent risk management.
Committee of the Special Commission for the Rating of Risk Assets and the Establishment of Provisions
Composition: It is made up of at least three officials, including a member of the Board of Directors, and two high-level officials, with experience in managing risk assets, the ability to analyze global rather than specific situations, and analytical capacity to evaluate the evolution of businesses.
Meeting frequency: Four times a year, on the first days of January, April, July, and October.
Responsibilities: Analyzes global situations and evaluates the evolution of the entity's business; carrying out permanent monitoring of risk assets, with the results of which the level of provisions required to adequately protect them against possible losses due to uncollectibility or loss of value is determined.
2023
2024
2023
2022
2021
2020
Km 3.5 Vía Durán – Tambo.
Guayas, Ecuador.
Phone: +593 999 518 050
Km 3.5 Vía Durán – Tambo.
Guayas, Ecuador.
Phone: +593 999 518 050
S13-145 y Joaquín Gutiérrez.
Pichincha, Ecuador.
Phone: 02 2675096
y Mercedes Quinde.
Azuay, Ecuador.
Phone: 07 2803030
07 2800916
Parque del Atún area, Jaramijó.
Manabí, Ecuador.
Phone: 05 2389240
05 2389241
S13-145 y Joaquín Gutiérrez.
Pichincha, Ecuador.
Phone: 02 2675096
y Mercedes Quinde.
Azuay, Ecuador.
Phone: 07 2803030
07 2800916
Parque del Atún area, Jaramijó.
Manabí, Ecuador.
Phone: 05 2389240
05 2389241
Cdla. Urbasur, on the banks of the Guayas River
Guayas, Ecuador.
Phone: +593 987 283 968
