ALAS20´s Jury is the body in charge of carrying out an objective and exhaustive review of the background provided by the perception survey on sustainability, corporate governance, and responsible investment, and the results obtained through the Technical Evaluation of companies and institutions nominated in ALAS20, in order to decide the winners in each category, in Brazil, Chile, Colombia, Mexico and Peru.
In ALAS20, there is a Jury for each country, and it is composed by a maximum of 9 national and international experts, and by a Moderator appointed by GovernArt.
TERMS OF REFERENCE OF ALAS20´S JURY
ALAS20 is organized by GovernArt in consultation with participants from the capital markets of Brazil, Chile, Colombia, Mexico and Peru.
The main objective of ALAS20´s Jury is to carry out an objective and exhaustive review of the background provided by the perception survey and the results obtained through the Technical Evaluation of the companies and institutions nominated in ALAS20 in each country, in order to decide on the winners for each category.
The criteria by which the winner is chosen in each category considers the following elements:
• Exceptional performance of the company by providing public information about its direction and clarity about its practices, policies, and programs in the environmental, social, and corporate governance (ESG) fields.
• Exceptional performance of the company in the public disclosure of information on corporate governance practices that go beyond legal and regulatory compliance, by providing background on its adoption of best practices.
• Exceptional performance of the company in the public disclosure of information on relations with its stakeholders, and in particular with the investing public.
• Exceptional performance of the investment institution in the public disclosure of information about its in-depth analysis of the environmental, social, and corporate governance issues in its decision-making or investment recommendations.
• Exceptional performance of the investment institution in the public disclosure of information about its research in the environmental, social and corporate governance fields of the organizations with which it is subject to its investments or investment recommendations.
• Professionalism and integrity of the CEO and Board Members in incorporating sustainable development and principles of responsible investment into the company’s business strategy (for individual categories).
• Significant contributions and leadership in the incorporation of sustainability and responsible investment principles in the development of the company’s business (for categories referring to individuals).
ALAS20´s Jury has the power to declare one or more categories blank, insofar as the nominees do not achieve the minimum standard defined by ALAS20. The Jury may meet by video conference, or communicate by email or telephone during the review period of the Nominees, and will meet at least once in person to make the final decision on ALAS20´s winners.
ALAS20´s Organizer is GovernArt. The Organizer may invite new partners and sponsors to participate in ALAS20 in subsequent years.
ALAS20´s Jury in each country is composed by a maximum of 9 national and international experts, and by a Moderator appointed by GovernArt. The experts who make up the jury are invited by GovernArt. The Moderator of the meeting presides the meeting in person, and provides information to the Jury. The Moderator is not involved in the decision making process in ALAS20´s categories.
DECISION MAKING PROCESS
ALAS20´s Jury in each country should make decisions on the winners based on the consensus of its members. If there is no consensus, the moderator will request a free-hand voting process. If the voting process leads to an equal number of votes for and against an organization, resulting in a tie, the President of the Jury of for that country is asked to make the decision regarding the winner of ALAS20 in the respective category.
The minimum quorum for ALAS20´s Jury operation corresponds to 2/3 of its members present in the room or remotely connected at the moment of decision making process.
ALAS20´s Jury in each country establishes a Nomination Committee, composed of the Moderator and independent members (they can´t be employees, shareholders, or board members of the companies or institutions nominated in ALAS20). It will be the responsibility of this committee to nominate the members of ALAS20´s Jury for next year. Thus, each year, the Jury will be chosen by GovernArt from among the people proposed by the Nomination Committee. No member of the Jury can be nominated for more than 3 years in a row to perform this role.
CONFLICTS OF INTEREST
The members of ALAS20´s Jury in each country must declare all possible conflicts of interest arising out of their family and business relations with ALAS20´s Nominees.
This statement must be made immediately when a potential conflict of interest arises, and the Jury Moderator must be notified at least one week before the ALAS20´s Jury meeting.
The rest of the members of the Jury will be notified via email prior to their meeting of any conflict of interest declared by a member of the Jury and will be notified verbally to the full Jury by the Moderator during the deliberations of the respective category. It will be the entire jury, that will decide in this instance if the situation effectively constitutes a conflict of interest.
Given this situation, ALAS20´s Jury may:
• Ask the specific member of the Jury to leave the room during the decision-making of the case in question.
• Do not count the specific member of the Jury as part of the quorum required for the decision making of the case in question.
• Exclude the opinion of the specific member of the Jury in the deliberations and decision making of the case in question.
On the date defined for the publication of the results of ALAS20, the categories in which a member of the Jury has not participated because of having declared a conflict will be published on the www.alas20.com , under the heading Declaration of Conflicts of Interest, indicating his/her name.
DEFINITION OF SITUATIONS THAT CONSTITUTE CONFLICTS OF INTEREST
It is understood by conflict of interest for a member of ALAS20´s Jury, in a non-exhaustive and limited sense, any of the following situations:
1. When a member of the Jury maintains or has had a business relationship with any of the nominated companies or investors, has consulted for them, has performed business transactions, or has had a contractual relationship with a Nominee.
2. When a member of the Jury is or has been a member of the board, or of any collegial body directly related to any of the nominated companies or investors.
3. When a member of the Jury is or has been a shareholder who forms part of the controlling group of any of the nominated companies or investors, or has direct ownership in any of them allowing him to interfere in their management.
4. When a member of the Jury has engaged in speculative operations, or participated in short selling, of any of the nominated companies or investors.
5. When a member of the Jury, or any of his direct relatives (mother, father, brothers or children), has received or has given gifts of any form, from any of the nominated companies or investors.
6. When a member of the Jury has participated in activities with any of the nominated companies or investors, where common sense indicates that it could constitute a conflict of interest.
DEFINITION OF SITUATIONS THAT DO NOT CONSTITUTE CONFLICTS OF INTEREST
It is explicitly excluded from the definition of conflict of interest for the members of ALAS20´s Jury, any of the following cases:
• When a member of the Jury has exhibited, or made paid or unpaid presentations, in the matters of ALAS20, to any of the nominated companies or investors.
• When a member of the Jury has taught in the subjects of ALAS20, to any of the companies or investors nominated.
Members of ALAS20´s Jury must maintain under strict confidentiality the discussions, deliberations, correspondence, messages, agendas, and minutes that arise during the process of reviewing the background of ALAS20´s Nominees. No member of the Jury should disclose information on these matters, taking special care not to comment on the results of ALAS20 prior to its publication and official dissemination.
ADMINISTRATION OF THE TERMS OF REFERENCE OF ALAS20
ALAS20 Jury in each country administers these Terms of Reference, subject to the approval of the Organizer.
OWNERSHIP OF ALAS20´S TERMS OF REFERENCE
ALAS20´s Terms of Reference were drafted and approved in January 2017 by GovernArt.