Corporate Governance

In March 2011, Avianca Holdings S.A. adopted the Corporate Governance Code, which defines the parameters under which the organization seeks to ensure transparency in the development of the activities it carries strengthening the protection of shareholders and investors rights in the context of the Mission, Vision and Values.

The application of this Code extends to the affiliated companies and subsidiaries, both within Colombia and abroad and consequently in any activity in which the company acts directly or indirectly.

As a foreign private issuer, we are subject to different corporate governance requirements than a U.S. company with shares listed on the NYSE under the NYSE listing standards. With certain exceptions, foreign private issuers are permitted to follow home country practice standards.

We are registered in the Colombian National Registry of Securities and Issuers, and therefore we are required to comply with Colombian corporate governance practices for Colombian registered companies. Because we are not subject to Panamanian securities laws as we have not offered any securities in Panama and because general corporate law in Panama does not impose any meaningful restrictions on our corporate governance, a comparison to Panamanian corporate governance practices is not applicable. Additionally, we have adopted a set of additional corporate governance guidelines as contemplated by the Sarbanes-Oxley Act of 2002 and by our bylaws, which include the establishment of:

  • principles and duties relating to the conduct of our management, including as with respect to confidentiality and conflicts of interest;
  • internal accounting controls systems;
  • an audit committee composed of the four independent members of our board of directors; and
  • a code of business conduct and ethics.

The following is a comparison between our corporate
governance policies and those of the NYSE listing standards.

NYSE Standards

Director Independence. A majority of board of directors must be independent, except in the case of a “controlled” foreign private issuer. §303A.01 of the NYSE Listed Company Manual

Executive Sessions. Non-management directors must meet regularly in executive sessions without management. Independent directors should meet alone in an executive session at least once a year. §303A.03 of the NYSE Listed Company Manual

Audit committee. An audit committee satisfying the requirements of Rule 10A-3 under the Exchange Act. §303A.06 of the NYSE Listed Company Manual

Audit committee additional requirements. §303A.07 of the NYSE Listed Company Manual requires that an audit committee must consist of at least three members, each of whom are financially literate and at least one of whom is a financial expert, and that the audit committee have a written charter outlining the committee’s responsibilities.

Nominating/corporate governance committee. A nominating/corporate governance committee of independent directors is required. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee. §303A.04 of the NYSE Listed Company Manual

Compensation committee. A compensation committee of independent directors is required. The committee must approve executive officer compensation and must have a charter specifying the purpose, duties and evaluation procedures of the committee. §303A.05 of the NYSE Listed Company Manual

Code of Ethics. A code of business conduct and ethics are required, as is disclosure of any waiver for directors or executive officers. §303A.10 of the NYSE Listed Company Manual

Our Corporate Governance Practices

Our corporate governance standards provide that the board of directors must be comprised of eleven directors, and that the majority of such full-time directors must be independent, provided that an additional independent director may be appointed (i) if required by applicable laws, or (ii) if the majority of our independent directors believes that such appointment is necessary for the protection of the rights and interests of a significant shareholder or group of shareholders. The criteria for determining independence under our corporate governance standards has been defined in accordance with NYSE rules.

Under our bylaws and applicable laws non-management directors are not required to meet in executive sessions without management.

We believe we are in compliance with Rule 10A-3 under the Exchange Act.

Our audit committee consists of four members, all of whom are independent and financially literate and one of whom is a financial expert. Our audit committee has a written charter.

We do not have a nominating/corporate governance committee. Our board of directors has the power to establish such a committee in the future on the terms that it deems fit.

We have a Human Talent and Compensation Committee (Comité de Talento Humano y Compensación). See “Committees of the Board of Directors—Description of Other Committees—Human Talent and Compensation Committee.” However, this committee is not composed entirely of independent directors.

We have adopted a code of business conduct and ethics, as contemplated by the NYSE. Our board of directors has the obligation to verify compliance with the provisions of such code.

Governance Documents

Board of Directors

The Board of Avianca Holdings SA is comprised of eleven (11) core members elected by the General Assembly of Shareholders, most of which are independent and can be reelected indefinitely.

Independent Director

Board Committees

Audit Committee

This committee is comprised independent members () of the Board. Its functions include monitoring the effectiveness of internal financial control systems, internal control and risk assessment for the Company and its relationships with its subordinate bodies. It is also responsible for ensuring the integrity of the financial statements, compliance with legal requirements and laws of the public securities markets, the competence and independence of the external auditors, approving the internal audit procedures and monitoring compliance.

Members

  • Juan Guillermo Serna
  • Isaac Yanovich
  • Oscar Darío Morales
  • Ramiro Valencia

Finance Committee

Established to monitor the financial performance of the company, as well as risk management, it is responsible for analyzing and recommending the capital and debt structure to the Board.

Members

  • Juan Guillermo Serna
  • Álvaro Jaramillo
  • Alexander Bialer
  • Roberto Kriete
  • Oscar Darío Morales

Human Resources and Compensation Committee

This committee was formed to establish the model and strategy for the development and management of human talent and to recommend the basic philosophy and corporate goals and objectives relating to the compensation of the Company's personnel.

Members

  • Roberto Kriete
  • José Efromovich
  • Isaac Yanovich

General Shareholders Meeting

Latest Shareholders’ Meeting

Location Bogota, Colombia
Date March 31, 2017
Time 8:30 AM
Address Avenida Calle 26 #59-15, 10th Floor