CTEEP`s Board of Directors is composed of ten members with a one-year mandate each, who are elected at the Shareholders` Meeting, being one Chairman, one Deputy Chairman, one independent member, one representative from the minority shareholders and another representative from the team of employees.

The Board of Directors is the central forum for decision making and determination of the general directives that shall guide the conduction of the Company`s operations. The Board is responsible for electing the officers of the Executive Board, and monitoring the business management; evaluating the Management`s Report, the Financial Statements and the Executive Board accounts; approving business plans, financial and project execution budgets; as well as selecting and dismissing Independent Auditors. The Board does not have any self-evaluation model, and the Chairman does not take part in the Company`s Executive Board. (GRI 4.2, 4.10)

International standards and corporate principles, such as the Code of Ethics, Global Compact, as well as the best operational procedure practices, are also followed by the Board, which relies on the support provided by the Audit Committee, whose makeup also includes some of the Board members.

The Company`s economic and financial performance is evaluated by the Board on a regular basis (six times a year), whose members conduct the assessment of the main financial indicators used in the Balanced Scorecard and in other strategic analysis tools, in addition to the evaluation of intrinsic risks and market opportunities, as well as the preparation of reports that may tackle the Company`s socio-environmental performance. (GRI 4.9)

Board of Directors meetings are held on a regular basis, on dates set out in an annual agenda that is approved at the first meeting of each fiscal year, and may be held extraordinarily whenever called by the Chairman, or upon request by the majority of its members. In 2012, the Board met 18 times, of which seven were in-person meetings and the remainder through electronic communication media.

Composition of the Board of Directors

As at December 31, 2012, the Board of Directors was composed as follows:

Chairman
Luis Fernando Alarcón Mantilla

Deputy Chairman
Fernando Augusto Rojas Pinto

Members
Fernando Maida Dall’Acqua (independente); Isaac Yanovich Farbaiarz, Juan Ricardo Ortega López, Julián Darío Cadavid Velásquez, Luisa Fernanda Lafaurie Rivera, Orlando José Cabrales Martinez e Sinval Zaidan Gama (representante dos minoritários) e Valdivino Ferreira dos Anjos (representante dos colaboradores). (GRI 4.3,4.4)