Nuestra Empresa - ISA

Investment Policy

ISA Economic Group

Approved: JD 626 – August 5, 2005

Introduction

Based upon this policy, ISA Economic Group, striving for unit of purpose and direction, declares the criteria and defines the framework for action upon which analysis and assessment, decision-making and follow-up on investment will be carried out, looking that profitable growth takes place for the Economic Group and allows generating value. 

Reasoning

Due to the increasing complexity of target markets where Grupo ISA has identified new business opportunities, it is required conducting more integral and stringent analyses for investment decision-making.

The commitment with our shareholders requires for Grupo ISA to set explicit criteria on the analysis and assessment, decision and follow-up of the Group companies’ investments in order to accomplish the profitability commitments, value generation for shareholders, optimum use of resources and transparent decision-making.

Any organization has limited availability on productive resources and therefore, requires their optimum allocation to achieve group objectives.

Legal reference framework

At the international level, each country has provided in its Constitution and Laws a set of rules governing how business are to be made in its respective territory.

Likewise, there are international treaties, agreements and conventions setting principles and regulations for business relationships between countries or groups of countries. 

Bylaws

At Grupo ISA Companies, any rules in connection with investments and constituting guarantees will be supported by the bylaws and the mandates provided for such effect by their management bodies.

Shareholders’ Agreements 

Grupo ISA’s Investment Policy will not be in conflict with agreements and commitments set under Shareholders’ Agreements signed between partners from different companies being part of or becoming part of Grupo ISA. 

Corporate reference framework

The Investment Policy is supported by: 

  • Vision, insofar as the Economic Group intends being recognized by its efficiency on the rendering of services.
  • Economic Group’s Mission, by establishing the efficient provision of integral services and growing with profitability for value generation.
  • Culture elements, by incorporating ethic values, self-control, persistence and effectiveness.

Concept reference outline

The current setting demands from organizations to quickly face and deal with changes in order to further take advantage of any investment opportunity arising, comply with the goals set for each of them and take any actions for correcting eventual failures throughout their execution and operation.

Each new investment opportunity entails significantly transforming companies.

The purpose of any company is adding value to such investment made by its owners in line with the commitments set upon by workers, customers and other Groups of Interest.

There will be added value for shareholders when an investment option is selected that causes a company’s value to grow in greater proportion than such investments made; that is, it “grows with profitability”, equivalent to make investments generating a cash flow that will allow recovering invested capital and reaching any expected profitability.

To ascertain whether an investment opportunity has an effect of generating, sustaining or destroying value, it is necessary to rely on a culture disseminated throughout all Group companies that recognizes and understands this concept; in addition it is necessary having in place those tools that will allow assessing and measuring, before and after, any impacts on value caused by an investment decision.

Permanently improved value generation will take place only if new investments generating profitability above the rates fixed by ISA’s Board of Directors are guaranteed, along with the efficient operation of current businesses.

Policy scope for investment

  • Any investment decisions made by Grupo ISA Companies will take into account Ethics, Alignment with corporate strategic guiding principles, respect to legal provisions and handling of risks.
  • Transparency at the analysis and assessment, decision and follow-up on investments, is guaranteed.
  • Each of Grupo ISA Companies will make investments that allow growing with profitability.
  • When striving for such purpose, certain mechanisms will be set for the analysis and assessment that guarantee universal and integral investment decisions. 
  • To monitor management and results, there will be a mechanism in place that allows guaranteeing the permanent follow-up of investments throughout its useful life.

Application criteria

Overview

  • Ethics

Decision and execution of investments will be abide by principles and precepts contained under the Code of Ethics of ISA, as a parent company of the Economic Group, based on the respect for human life and freedom and human rights as well as general interest.

  • Consistency with Strategic Guiding Principles

At each Grupo ISA company, any investment should be in line with its Strategic Guiding Principles, which, in turn, should be consistent with the Economic Group’s Strategic Guiding Principles and therefore will contribute to achieve the vision, purposes and objectives of the company and Grupo ISA as a whole.

  • Respect for legal provisions

Throughout its useful life, any investment should be subject to the compliance with the legal provisions in effect:  At such countries where investment is made, and Those contained in applicable treaties, agreements and conventions.

Risk management 

  • Any investment within Grupo ISA requires conducting: 
  • A timely and documented analysis on the threats involved
  • A systematic assessment of probabilities of such threats and the eventual consequences
  • on the Group’s resources, should they take place.
  • The definition of the corresponding management measures. 

Transparency

Transparency, for Investment Policy, means the clear and straightforward explanation of actions to those entitled to question the same.

Responsible and ethical handling of information should be assured, sufficient to support the assessment, analysis, decision and follow-up on investments in order to guarantee transparency.

Criteria for analysis and assessment stages

Universality

All investments carried out by Grupo ISA should be assessed, for which categories defined by its strategic characteristics and amount will be established.

Integrity

  • Any investment opportunity should be assessed as a whole in order to have full understanding of its effects.
  • This criteria will allow assessing all possibilities and different aspects to be taken into account for deciding on the subject investment. This criterion contributes to identify and handle risks. 
 

Taking into consideration the characteristics of the markets under which Grupo ISA is acting, ten analysis dimensions have been identified:

  • Strategic
  • Socio-political and Macroeconomic
  • Legal  
  • Environmental
  • Sector and Market
  • Technical
  • Labor
  • Administrative
  • Corporate Image
  • Financial
 

These dimensions should be developed depending on the limits defined by Universality. 

Criteria for decision-making stage

Approval and records

  • For the effects of deciding on any investment, Grupo ISA will account for the assessment and approval instances defined by the Group.
  • Written records should be kept regarding the analysis, assessment and decision-making on each investment.  

Criteria for follow-up stage

Continuity

  • A timely and efficient ex-post follow-up and assessment system should be in place for investments that contributes with the effective execution thereof and that allows: nurturing such system; extracting any learning for the future and improving the analysis, assessment, decision-making and follow-up process.
  • Each project requires ongoing assessment encompassing the analysis that supports the decision to start the same and a comprehensive post-assessment that not only compares results against expectations but identifies the strengths and mistakes to leverage and amend them.  

Framework for action

General

In accordance with the Group’s guiding principles, each company will: 

  • Clearly define the analysis, assessment, decision-making and follow-up instances to carry out any investments.
  • Adopt the best practices and methods for assessing its investments; for such effect, it will assign the resources required to assure that relevant knowledge is implemented at the corresponding levels.
  • Will implement any information concerning its investment-related decisions pursuant to the applicable regulations. 
 

For analysis, assessment, decision-making and follow-up:

  • Investment analysis and assessment at each of the Grupo ISA Companies should be carried out by multidisciplinary teams that consider and integrate intrinsic characteristics of each specialization area.
  • The work teams created for assessing different projects agree to follow the guidelines set for such effect.
  • Each decision made on investments should take into account the Strategic Guidelines from the Group and the companies as well as the analysis and assessment in virtue of Integrity.
  • For such effect, the relevant instances will define the Group’s resources to take into account.
  • To have this in place, each Grupo ISA Company will rely on an Investment catalogue including those predictable long, medium and short-term investments.
 

Depending on the type of investment, they should: 

  • Guarantee effective control, joined to participation along with the minimum economic investment required, if investment relates to assets.
  • Establish mechanisms that diminish investment risks, in case of minority participation, made for the rendering of services, market promotion or reinforcement of other strategic objectives.
 

As regards Universality: 

  • Each investment affecting any Grupo ISA Company will have a Business Case in support of decision-making and further follow-up. Likewise, disinvestment options will proceed accordingly.
 

As regards Integrity: 

  • Analysis and assessment of investments should fully consider all dimensions that impact the same, identifying not only the risks inherent thereto but also how they are linked.
  • Guidelines will be set for each dimension applicable at the analysis and assessment stage, which should be available for the multi-disciplinary group developing this stage within the process.
  •  

As regards Continuity: 

  • The companies will strive for using as a follow-up point of reference such parameters used for deciding on the investment.
  • Any investment should be subject to ex-post assessment that enables:
  • Learning the results and impacts.
  • Comparing the results achieved compared with originally set goals and quantifying any deviations regarding that being scheduled in terms of amounts, deadlines, quality and service availability, profitability, etc.
  • Obtaining and integrating information on results achieved to learn of any experience that allows adopting corrective measures to the existing processes and introducing the necessary adjustment on the assessment of new investment options.
  • Mechanisms will be implemented so that the lessons learned are shared amongst the Grupo ISA Companies.

Attachments

Attachments 1. Integrity Dimensions

Strategic Dimension: This Dimension analyses investment by striving for consistency with the Strategic Guiding Principles, optimal development of the Economic Group, analysis of eventual alliances, leveraging of synergies and development of competencies.

Socio-political and Macroeconomic Dimensions: This Dimension examines the relevant social and political aspects of the investment environment and the behavior of the main macroeconomic variables to identify realities and trends that might affect their development.

Legal Dimension: This dimension analyses the constitutional, legal and regulatory scheme so that investment decisions are viable and legally safe, as well as to recommend the best options from the corporate point of view.

Environmental Dimension: This Dimension analyses environmental impact of investment and its associated handling measures in order to determine the course of action required for making them viable.

Sector and Market Dimension: This Dimension analyzes the Sector’s (electric or telecommunications) specific aspects where investment is made, focusing on the relevant market knowledge.

Technical Dimension: This Dimension examines the technical viability, proposes and recommends the best combination of productive resources throughout the phases identified within the investment’s life cycle.

Labor Dimension: This Dimension analyses the aspects concerning the allocation, procurement and retaining of human talent required throughout the investment’s life cycle.

Administrative Dimension: This Dimension analyses the organizational, logistic and IT aspects related to the investment.

Corporate Image Dimension: This Dimension analyses and readdresses the impact the project execution might have on public opinion and the company’s credibility.

Financial Dimension: This Dimension analyses and recommends aspects concerning the financial structure, funding sources, invested capital recovery mechanisms, tax management, handling of securities, insurance and discount rates, in accordance with risk analyses, in order to recommend execution, non-execution or delay of investment.

AttachmentsT 2. Definitions

  • Investment Projects: All those initiatives arising upon the Company purported to increase or keep its value and that involve engaging productive resources.
  • Capital Cost: Minimum profitability to be produced by a company. In its conventional form, it is calculated as the average weighted cost of long and short-term assets and equity.
  • Asset Profitability: Productivity measure on the capital employed for a project, enterprise or business unit. It is obtained by dividing the period’s Operating Profit After Taxes –OPAT- by the capital value employed.
  • Marginal Profitability: It is calculated by including only the increase of operational profits after taxes with the increase in the capital employed compared with the precedent period.
  • Capital Employed: It corresponds to the net operating work capital investment in fixed assets and other non-current operating capital from each business unit, affiliate or investment project. Also known as “Net Operating Assets”.
  • Value-Adding: Resources generated to shareholders from a company through their share price valuation and dividend distribution.