SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1933
For the month of March 2005
BANCOLOMBIA S.A.
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(Translation of Registrant's name into English)
Calle 50 No. 51-66
Medellin, Colombia
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(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- .)
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This Report on Form 6-K shall be incorporated by reference into
the registrant's registration statement on Form F-3 (File No. 333-12658).
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BANCOLOMBIA S.A.
(Registrant)
Date: March 30, 2005 By /s/ JAIME ALBERTO VELASQUEZ B.
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Name: Jaime Alberto Velasquez B.
Title: Vice President of Finance
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[LOGO Bancolombia]
Medellin, March 28, 2005.
PARTIAL AMENDMENT TO THE BY-LAWS
BANCOLOMBIA S.A.
In its meeting today, The General Meeting of Shareholders of Bancolombia,
Witnessing
1. Whereas in May 2004 the Board of Directors of the Bank, in order to
continue with the process of enhancing the standards of Corporate
Governance, and in furtherance of Resolution 275 of 2001 issued by the
Superintendency of Securities, adopted a new Corporate Governance Code,
which incorporates the policies and practices of Corporate Governance
adopted by the Bank based on recent national, regional and international
developments on the matter.
2. Whereas it is convenient to conform the Entity's corporate bylaws to the
policies on Corporate Governance adopted by the Bank.
3. Whereas it is further necessary to modernize some provisions in the bylaws
to conform the same to the regulations in force and to the current
doctrinal interpretations.
RESOLVES
To partially modify the corporate bylaws of BANCOLOMBIA, as follows:
Article 1 is hereby modified to read as follows:
"ARTICLE 1. Name - Nature - Nationality: Bancolombia S.A. is a corporation, of
Colombian nationality, incorporated through public deed No. 388 of January 24,
1945, granted before the First Notary of Medellin. It may also do business under
the corporate name Banco de Colombia S.A., and may designate its commercial
establishments, products and services, under the trade name of Bancolombia."
Current articles 2 and 3 are combined into one single article and are modified,
eliminating the authorization of the Banking Superintendency when referring to
change of domicile, to read as follows:
"ARTICLE 2. Domicile: The main domicile of the Bank is the city of Medellin,
capital city of the Province of Antioquia, Republic of Colombia, where its main
corporate business and premises are also located.
The domicile may not be changed without prior resolution from the General
Meeting of Shareholders."
Consequently, the remaining articles of the Bylaws are re-numbered.
The final paragraph of current article 8 is moved to article 9, and following
their re-numbering, shall read as follows:
"ARTICLE 7. Subscribed and Paid-in Capital: The subscribed and paid-in capital
of Bancolombia S.A. shall be established and set in accordance with the Law,
these bylaws, and any particular provisions contained in the regulations
governing financial institutions. "
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"ARTICLE 8. Variations to Capital Stock: The authorized capital stock may be
modified only by the General Meeting of Shareholders in compliance with the
requirements of the Law, in accordance with the relevant amendment to the
Bylaws, legally approved and formalized. Any modification to the subscribed and
paid-in capital stock shall be certified by the External Auditor in accordance
with the legal provisions and shall be filed with the mercantile public record."
Privileged shares are included as a class of shares that the company is entitled
to issue, and therefore, article 10 re-numbered as article 9 shall read as
follows:
"ARTICLE 9. Share Classes: The company's shares are certificated and of capital
stock and these may be: a) common, b) privileged, and c) with preferred dividend
and no voting rights. To the extent that it is not contrary to their nature,
privileged shares shall be subject to the provisions in these Bylaws that are
applicable to common shares.
Shares may circulate in either certificated or uncertificated form, according to
the decision by the Board of Directors incorporated in the relevant prospect
regulation . As to uncertificated shares, their transferability shall be subject
to the rules governing operations through the Central Securities Deposit
(Deposito Central de Valores).
Pursuant to article 6 of the Bylaws, all shares issued shall have the same
nominal value."
The prohibition of issuing shares with preferred dividend and no voting rights
when privileged shares have been issued is eliminated, and therefore the final
paragraph of article 11 re-numbered as article 10 is hereby deleted and shall
read as follows:
"ARTICLE 10. Limits on the issuance of shares with preferred dividend and no
voting rights. In the terms of Law, shares with preferred dividend and no voting
rights, may not represent more than fifty percent (50%) of the subscribed
capital."
Letter a of article 15 re-numbered as article 14, is hereby amended to indicate
that any recovered certificate shall be voided and, therefore, shall read as
follows:
"ARTICLE 14. Duplicates: (...)
a. Issuance of duplicates in the event of theft or loss of any certificates
shall be authorized by the Board of Directors. In the event of theft, the event
shall be proven to the Board of Directors and, in any event, production of an
authentic copy of the relevant crime report shall be required. In the event of
loss, the guarantee required by the Board of Directors must be granted; should
the lost certificate be found, its owner must return the same to the Bank, for
the its cancellation."
Article 16 re-numbered as article 15 is hereby amended, to provide that in the
event of disposition of shares other than through a sale thereof, the
documentation required under the applicable regulations shall be required. The
article shall read as follows:
"ARTICLE 15. Transfer of shares: Shares are transferable in accordance with the
Law, except in the cases legally exempted.
In the case of sale, entry on the Share Record Book shall be pursuant to a
written order from the transferor, whether in the form of endorsement on the
relevant certificate or through a "letter of transfer" signed by him. The
transferor must indicate in the
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endorsement or letter, the name of the transferee, his domicile, nationality and
identification. In any forced sales and in the event of judicial awards or
corporate liquidations, the entry shall be through exhibition of the original or
true copies of the documents containing the instruction or communication from
the party legally bound to do so. In the remaining cases the transferor must
produce the documents required under the regulations in force.
For the purposes of registration and issuance of the certificate to the
transferee, the Bank must previously cancel the certificates issued to the
transferor or former owner.
Should the shares circulate on an uncertificated basis, transfer thereof shall
be formalized through an account entry by the Central Securities Deposit."
The paragraph below is added to article 25 re-numbered as article 24, applicable
to theissuance of privileged shares:
"ARTICLE 24. Shares Issuance and Regulation: (...) Issuance of privileged shares
shall be approved by the General Meeting of Shareholders, which shall determine
the nature and extent of any privileges, subject to the Bylaws and the legal
provisions; and shall further regulate the placement thereof. Likewise, the
diminution or suppression of privileges will be determined by the General
Meeting of Shareholders. "
The paragraph below is added to article 26 re-numbered as article 25, applicable
to preemptive rights in the issuance of privileged shares:
"ARTICLE 25: Preemptive rights: (...) Likewise, when approving the issuance of
privileged shares, applicable regulations shall govern. "
The heading of chapter V is hereby amended to differentiate it from the legal
representation of the company. The heading shall read as follows:
"CHAPTER V
SHAREHOLDERS' REPRESENTATION"
Current article 37 is divided in two articles, 36 and 37, one, regarding
direction and management bodies and, another, regarding duties of the
administrators. The new article 37 lists the duties, adding those concerning
financial regulations, risks management, internal codes and the bank's bylaws.
Article 36 shall read as follows:
"ARTICLE 36: Direction and Management Bodies:
For the purposes of its direction and management, the company has the following
bodies:
1. General Meeting of Shareholders
2. Board of Directors
3. Presidency
Each such body shall have the functions and attributes provided in these bylaws,
pursuant to the special provisions herein contained and the legal provisions."
The preamble of article 37, and numbers 7, 8 and 9 (8 and 9 being new) shall
read as follows:
"ARTICLE 37: Duties of the Administrators:
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The Bank's administrators must act in good faith, loyally and diligently, as a
good businessman. They shall act in the company's best interest, taking into
account shareholders' interests.
In performing their duties, the administrators must: (...)
7. Refrain from participating, by themselves or through third parties in either
their personal interest or in the interest of third parties, in any activities
entailing competition with the company or in any acts that might involve
conflicts of interest, except with the express authorization from the General
Meeting of Shareholders.
In the latter event, the administrator shall furnish to the General Meeting of
Shareholders all information relevant for making that decision. The decision
shall be made excluding the administrator's vote, if he or she is a shareholder.
In any event, the authorization from the General Meeting of Shareholders may
only be granted when the act does not prejudice the company's interests.
8. Comply with all and any rules of conduct and obligations imposed by law upon
the administrators of financial institutions, particularly those concerning bank
management risks, under the principle of servicing the public interest.
9. In general, comply with all and any provisions provided in law and in the
bylaws, and those contained in the Bank's Code of Ethics and Corporate
Governance Code."
The paragraph of article 41 is hereby modified to change the word balance-sheets
for financial statements. The article shall read as follows:
"ARTICLE 41: Ordinary Meeting:
PARAGRAPH: The shareholders may examine the financial statements, accounting
books, vouchers, the report from the administrators supporting the increase to
the authorized capital stock or the decrease of the subscribed capital stock, as
the case may be, and every other documents pertaining to the company, within the
deadline and subject to the formalities provided by Law."
The final paragraph of article 44 is moved to be a paragraph of article 43. Both
provisions shall read as follows:
"ARTICLE 43: Place of meetings: Except in the case of representation of all
subscribed shares, General Meetings of Shareholders shall take place at the
Bank's main domicile, on the day, time and place set out in the notice of
meeting.
PARAGRAPH. Likewise, action of shareholders without a meeting may take place in
the terms authorized by law."
"ARTICLE 44: Meetings without notice: The General Meeting of Shareholders may
validly meet, deliberate and decide in any place, without need of prior notice,
if all subscribed shares are duly represented."
The first paragraph of article 45 is hereby clarified, to read as follows:
"ARTICLE 45: Deliberation Quorum: There shall be quorum to deliberate with the
presence of shareholders representing, at least, one half plus one of the shares
entitled to vote at the relevant meeting, whether ordinary or special."
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The numbers of article 46 are hereby re-arranged; number 3 is amended by
changing the word balance-sheets for financial statements and is now number 7;
and a new function for the General Meeting of Shareholders is hereby included as
number 4 regarding issuance of privileged shares . The said numbers shall read
as follows:
"ARTICLE 46: Functions of the General Meeting of Shareholders: The General
Meeting of Shareholders shall exercise the functions listed below, in accordance
with the Law: (...)
4. Issuing privileged shares, regulating their placement, determining the nature
and scope of privileges, diminishing or suppressing them, subject to the bylaws
and the legal provisions. (...)
7. Examining, approving, disapproving, modifying and concluding the year-end
financial statements and accounts to be rendered at the end of fiscal year by
the Board of Directors and the President, or when required by the General
Meeting of Shareholders."
The preamble of article 47 is hereby clarified to shall read as follows:
"ARTICLE 47: Decision Majorities: Generally, all resolutions by the General
Meeting of Shareholders shall be adopted with the affirmative vote of the
majority of shares represented at the meeting, taking into account that every
share shall give right to one vote. The following decisions are exempted from
the above rule: (...)"
The final part of number 3 of article 48 is hereby deleted and number 4 is
added, while the following articles are renumbered. The cited numbers shall read
as follows:
"ARTICLE 48: Elections and voting: (...)
3. Election of the External Auditor and his alternate shall be through the
absolute majority of shares represented, and may be simultaneous with the
designation of the members of the Board of Directors.
4. For the election of the members of the Board of Directors, the General
Meeting of Shareholders shall take account of the criteria on selection and
incompatibilities set forth in the Bank's Corporate Governance Code, which
criteria shall be disclosed to each candidate, prior to the voting. (...)"
The final paragraph of article 51 on the duty of informing the preferred
shareholders as to their voting rights, as the case may be, is added. The
paragraph shall read as follows:
"ARTICLE 51: Participation by shareholders entitled to preferred dividend and no
voting rights: (...) In such cases, the Bank shall timely inform the
shareholders entitled to preferred dividend as to their voting rights, so that
they may exercise them, either directly or by proxy. In such cases, the shares
entitled to preferred dividend will have voting rights under the same conditions
as common shares."
A final paragraph is added to article 52, which shall read as follows:
"ARTICLE 52: Composition: The Board of Directors shall be made-up of five
principal directors, designated first, second, third, fourth and fifth, as per
their order of election. An alternate shall be elected for each principal
director.
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According to law, the Board of Directors may not be conformed by a number of
principal or alternate members who are employed by the Bank and who represent
the majority required to adopt any decision."
The final part of article 58 is hereby deleted, as the same is not applicable to
the Bank. The article shall read as follows:
"ARTICLE 58: Board Members: Following qualification, the directors elected by
the General Meeting of Shareholders, shall hold a meeting to elect a President
and one Vice-President, which positions may rotate among the member of the Board
of Directors, in the manner determined by the Board of Directors."
Number 3 of article 63 is hereby amended to provide that the Board of Director's
resolutions are made through the affirmative vote of the majority of the
attending members. Numbers 7 and 8 on application of the Corporate Governance
Code and handling of conflicts of interests affecting the directors are hereby
added. Such numbers shall read as follows:
"ARTICLE 63: Functioning of the Board of Directors. (...)
3. All decisions shall be made with the affirmative vote of the majority of
members present at the meeting, except when the Law requires a higher number of
votes. (...)
7. In fulfilling their functions, the directors must abide to the principles set
forth in the Corporate Governance Code approved by the Board of Directors.
8. Should a director find that exercise of his or her duties may entail a
conflict of interest, he or she shall promptly inform the remaining members of
the Board of Directors and, in any event, shall refrain from participating in
the discussion and decision of the matter giving rise to the conflict of
interest. In the event that the majority of Directors is in a situation that may
potentially give rise to a conflict of interest, such body must refrain from
transacting the business or entering into the contract that gives rise to such
situation, except with the express authorization from the General Meeting of
Shareholders, in accordance with the Law. "
The numbers of article 64 are re-arranged; numbers 1, 5, 7, 20 through 23 and 25
through 27, are amended to conform the same to the Corporate Governance Code of
Proper Governance; number 10 concerning notice of the Meeting of Shareholders as
per request of the shareholders is amended; and numbers 11 and 12 are expanded.
The above-mentioned numbers shall read as follows:
"ARTICLE 64: Functions of the Board of Directors:
1. Define the Bank's general policies and strategic objectives. (...)
5. Designate the Bank's President and his alternate, the Vice-Presidents, the
Regional Managers, the Internal Auditor, and other executive officers directly
subordinated to the President, and fix their remuneration and functions, and
freely remove them, as well as oversee the plan to replace such administrators.
(...)
7. Designate the remaining legal representatives of the Bank. (...)
10. Fix the date to hold the General Meeting of Shareholders, within the period
provided in these bylaws, and call extraordinary meetings thereof when the
Company's
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unforeseen or urgent needs so require, or upon request of a number of
shareholders representing no less than twenty percent (20%) of the subscribed
shares. In the latter case, the President shall submit the request to the Board
of Directors at its next meeting, and the notice of meeting shall be given on
the date determined by the Board of Directors.
11. Authorize the year-end financial statements, the management's report and the
project on profits distribution or cancellation of losses, to be submitted to
the General Meeting of Shareholders in its ordinary meetings.
12. Submit, together with the Bank's President, to the ordinary General Meeting
of Shareholders for approval or disapproval, the General Balance-Sheet as of
December 31, of the immediately preceding year, accompanied by full details
concerning loss and profits and the remaining Financial Statements of general
purpose, the project for profits distribution, the written report from the
President regarding his management, and the Board of Director's report on the
Bank's economic and financial condition together with pertinent accounting and
statistical data and any other special data required by Law. For the latter
purpose, the Board of Directors may accept the President's report or file a
different or supplemental one. (...)
20. Supervise the adequate structure and effectiveness of the Bank's control,
risk follow-up and legal compliance systems, and submit to the General Meeting
of Shareholders any required reports on the matter.
21. Designate the members of the Bank's Audit Committee that will support the
Board of Directors in supervising the effectiveness of the internal control
system.
22. Approve the Bank's Code of Ethics containing a listing of principles and
standards of conduct guiding the directors', employees', officers' and agents'
attitude and behavior, regulating, among other aspects, the mechanisms to
prevent conflicts of interest and use of confidential information.
23. Adopt, through approval of the Corporate Governance Code, any necessary
measures in connection to the Bank's governance, its conduct and the information
it discloses, to assure full respect of shareholders and investors' rights, the
adequate management of its affairs and public disclosure of its performance and
assure its compliance. (...)
25. By approving the Corporate Governance Code, regulate the procedure allowing
investors to retain, at their expense and under their own responsibility,
conduction of special audits on the company, regarding specific and determined
matters.
26. By approving the Corporate Governance Code, define any programs for
information to investors, the mechanisms for adequate attention to of their
interests and the system for receipt of claims from investors in connection with
the enforcement of the rules contained in the Corporate Governance Code.
27. Evaluate its own management and the management of the Bank's President.
(...)"
The first paragraph of article 68 concerning replacement of the Bank's President
is amended. The paragraph shall read as follows:
"ARTICLE 68: Replacement of the President: Upon temporary or accidental absence,
the Bank's President shall be replaced by his alternate, if the Board of
Directors so
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designates. In the absence of an alternate, any Vice-President as determined by
the Board of Directors shall replace him. (...)"
Number 14 is deleted and the numbers in article 70 (former article 71) are
re-arranged, while number 3 is added to conform it to the Corporate Governance
Code, and number 4 is included to allow delegation. The above cited numbers
shall read as follows:
"ARTICLE 70: Functions of the President: (...)
3. Designate, remove and accept any resignations from the Bank's employees, as
well as fix their salaries and compensation, subject to number 3 of article 64,
except those whose designation and removal correspond to the General Meeting of
Shareholders, to the Board of Directors or to the External Auditor. All of the
foregoing may be done directly or through his delegates. The President shall be
responsible for evaluating the performance of executives that are his direct
subordinates.
4. Decide as to the absences, excuses and leaves of the Bank's employees,
whether directly or though his delegates. "
A new chapter is included concerning legal representation of the Bank's, which
replaces current article 70, re-numbered as article 71 and amended. Competence
of the Zone and Regional Managers is clarified, and the Branch managers'
competence is limited according to the amounts involved. The article shall read
as follows:
"CHAPTER XI
LEGAL REPRESENTATIVES OF THE BANK
ARTICLE 71: Legal Representation: As to matters concerning the Company, the
Bank's judicial and extra judicial legal representation, shall be carried on by
the President and the Vice-Presidents, who may act jointly or separately. Such
representatives are empowered to enter or perform, without limitations other
than those set forth in these bylaws in referring to transactions requiring the
prior authorization from the Board of Directors or from the General Meeting of
Shareholders, every act or contract included under the corporate purpose or of
preparatory, ancillary or supplemental nature for achievement of the purposes
pursued by the Bank and those directly related to its existence and functioning.
Particularly, they may settle, conciliate, arbitrate or negotiate the corporate
undertakings, enter into agreements, contracts, arrangements and the like;
institute or join any judicial actions, whether administrative or adjudicatory
where the Bank might hold an interest or where its intervention might be
required, and file any petitions as applicable in accordance with Law; withdraw
any actions or recourses filed; novate any obligations or loans; give or take
properties in payment; hire judicial or extra-judicial attorneys; delegate
powers, revoke mandates and substitutions and perform every other act securing
compliance of the Bank's corporate purpose. In the event of absolute or
temporary absence of the President and the Vice-Presidents, the Board of
Directors members shall carry on the Bank's legal representation, in the order
of their designation.
FIRST PARAGRAPH: Within the relevant regions and zones, and for all transactions
entered in connection therewith, the Bank's legal representation shall also be
carried on by the Regional and Zone Managers, with respect to the Zone or Region
they manage. Additionally, the branch Managers in connection to matters relating
the relevant office, in conformity with Article 80 of the corporate bylaws,
provided it refers to acts or contracts which amount does not exceed the
equivalent of 500 minimum monthly salaries then in force.
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SECOND PARAGRAPH: The directors of BANCOLOMBIA's legal divisions shall carry
legal representation in all matters of legal nature to be attended to by the
Bank and, particularly, those processed before the administrative and judicial
authorities."
Accordingly, the chapters thereafter are hereby renumbered.
Article 73 is amended and its numbers are re-arranged to include a new number 6,
to read as follows:
"ARTICLE 73: Functions of the Secretary: (...)
6. In his capacity as Vice-President, exercise the Bank's legal representation.
(...) "
Second paragraph of article 74 relating to the External Auditor is amended to
provide that the evaluation for the election shall be made by the Bank's Audit
Committee. The paragraph shall read as follows:
"ARTICLE 74: Designation and Office-Taking: (...) Election of the external
auditor shall be on the basis of an objective and public evaluation carried by
the Bank's Audit Committee, on fully transparent basis."
The final paragraph of article 80 on Branches and Agencies is added in
conformity with the limitation on competence of Branch Managers, as per the
amount involved. The paragraph shall read as follows:
"ARTICLE 80: Functioning: (...) The Branch Managers shall carry the Bank's legal
representation, in connection with matters relating the relevant office and up
to the amount set forth in these bylaws."
Article 82 is updated to read as follows:
"ARTICLE 82: Intermediate Financial Statements: The Bank's intermediate
financial statements shall be prepared on the last day of each month, and shall
be submitted to the Banking Superintendency."
The word balance-sheets is changed for financial statements in both the heading
and the final paragraph of article 83, which shall read as follows:
"ARTICLE 83: Financial Statements: (...) Financial Statements shall be published
in the manner provided by the relevant regulations."
The final paragraph of article 84 is deleted and, therefore, the article shall
read as follows:
"ARTICLE 84: Legal Reserve: The Bank has established a legal reserve. Such
reserve must amount to at least fifty percent (50%) of the subscribed capital,
for which purpose ten percent (10%) of each year's profits shall be taken. Once
the said limit has been reached, a lesser percentage or no amount may be set
aside for said reserve. However, should the reserve fall below fifty percent
(50%) of the subscribed capital, it shall be necessary to reach the limit in the
manner stated above.
Reduction of the reserve below the minimum limit shall be allowed for the
purpose of covering any losses in excess of non-distributed profits."
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