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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Ecopetrol S.A. 20-F 12/31/23 226:64M Toppan Merrill/FA2 |
Document/Exhibit Description Pages Size 1: 20-F Annual or Annual-Transition Report by a Foreign HTML 15.88M Non-Canadian Issuer 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 294K 3: EX-4.23 Instrument Defining the Rights of Security Holders HTML 772K 4: EX-4.24 Instrument Defining the Rights of Security Holders HTML 843K 6: EX-8.1 Opinion of Counsel re: Tax Matters HTML 99K 9: EX-13.1 Annual or Quarterly Report to Security Holders HTML 60K 10: EX-23.1 Consent of Expert or Counsel HTML 58K 11: EX-23.2 Consent of Expert or Counsel HTML 59K 12: EX-23.3 Consent of Expert or Counsel HTML 60K 13: EX-23.4 Consent of Expert or Counsel HTML 60K 14: EX-99.1 Miscellaneous Exhibit HTML 144K 15: EX-99.2 Miscellaneous Exhibit HTML 109K 16: EX-99.3 Miscellaneous Exhibit HTML 402K 5: EX-7.1 Correspondence from an Accountant re: Non-Reliance HTML 72K on a Previously Issued Audit Report or Completed Interim Review 7: EX-12.1 Statement re: the Computation of Ratios HTML 64K 8: EX-12.2 Statement re: the Computation of Ratios HTML 64K 22: R1 Document and Entity Information HTML 135K 23: R2 Consolidated statement of financial position HTML 171K 24: R3 Consolidated statement of profit or loss HTML 116K 25: R4 Consolidated statement of comprehensive income HTML 105K 26: R5 Consolidated statement of changes in equity HTML 153K 27: R6 Consolidated statement of cash flows HTML 175K 28: R7 Reporting entity HTML 60K 29: R8 Basis for preparation HTML 83K 30: R9 Material estimates and accounting judgments HTML 84K 31: R10 Accounting policies HTML 197K 32: R11 New standards and regulatory changes HTML 79K 33: R12 Cash and cash equivalents HTML 110K 34: R13 Trade and other receivables HTML 108K 35: R14 Inventories HTML 83K 36: R15 Other financial assets HTML 125K 37: R16 Taxes HTML 317K 38: R17 Other assets HTML 80K 39: R18 Investments in associates and joint ventures HTML 291K 40: R19 Property, plant, and equipment HTML 254K 41: R20 Natural and environmental resources HTML 191K 42: R21 Right-of-use assets HTML 152K 43: R22 Intangible assets HTML 188K 44: R23 Impairment of non-current assets HTML 241K 45: R24 Goodwill HTML 73K 46: R25 Loans and borrowings HTML 206K 47: R26 Trade and other payables HTML 84K 48: R27 Provisions for employees' benefits HTML 305K 49: R28 Accrued liabilities and provisions HTML 260K 50: R29 Equity HTML 129K 51: R30 Revenue from contracts with customers HTML 175K 52: R31 Cost of sales HTML 109K 53: R32 Administrative, operative, and project expenses HTML 91K 54: R33 Other operating (expenses) income HTML 72K 55: R34 Financial results HTML 94K 56: R35 Risk management HTML 229K 57: R36 Related parties HTML 241K 58: R37 Joint operations HTML 252K 59: R38 Information by segments HTML 838K 60: R39 Supplemental information on oil and gas producing HTML 247K activities (Unaudited) 61: R40 Subsequent and relevant events HTML 78K 62: R41 Exhibit 1 - 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Consolidated subsidiaries, associates, HTML 689K and joint ventures (Tables) 97: R76 Exhibit 2 - Conditions of the most significant HTML 680K debt (Tables) 98: R77 Exhibit 3 - Quantitative information of concession HTML 360K services contracts (Tables) 99: R78 Reporting entity (Details) HTML 60K 100: R79 Basis for preparation (Details) HTML 70K 101: R80 Accounting policies (Details) HTML 73K 102: R81 Accounting policies - Additional Information HTML 66K (Details) 103: R82 New standards and regulatory changes (Details) HTML 76K 104: R83 Cash and cash equivalents (Details) HTML 66K 105: R84 Cash and cash equivalents - Additional Information HTML 68K (Details) 106: R85 Cash and cash equivalents - Credit quality of HTML 135K banks in Ecopetrol Business Group has deposits and check accounts, and issuers of investments (Details) 107: R86 Trade and other receivables (Details) HTML 91K 108: R87 Trade and other receivables - Additional HTML 74K Information (Details) 109: R88 Trade and other receivables - 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Deferred income tax (Details) HTML 71K 125: R104 Taxes - Income tax recorded in other comprehensive HTML 77K income (Details) 126: R105 Taxes - Deferred tax assets and liabilities not HTML 83K recognized in subsidiaries (Details) 127: R106 Taxes - Minimum Tax Rate (Colombia Tax Law) HTML 95K (Details) 128: R107 Taxes - Other taxes (Details) HTML 105K 129: R108 Taxes - Additional Information (Details) HTML 236K 130: R109 Other assets (Details) HTML 85K 131: R110 Investments in associates and joint ventures - HTML 126K Composition and movements (Details) 132: R111 Investments in associates and joint ventures - HTML 91K Movement of investments in associates and joint ventures (Details) 133: R112 Investments in associates and joint ventures - HTML 145K Additional information about associates and joint ventures (Details) 134: R113 Investments in associates and joint ventures - HTML 81K Reconciliation of equity (Details) 135: R114 Property, plant, and equipment (Details) HTML 153K 136: R115 Natural and environmental resources (Details) HTML 133K 137: R116 Natural and environmental resources - Accounting HTML 68K for suspended exploratory wells (Details) 138: R117 Right-of-use assets (Details) HTML 118K 139: R118 Intangible assets (Details) HTML 157K 140: R119 Impairment of non-current assets (Details) HTML 81K 141: R120 Impairment of non-current assets - Exploration and HTML 64K production (Details) 142: R121 Impairment of non-current assets - Breakdown of HTML 76K oilfields impairment losses (Details) 143: R122 Impairment of non-current assets - Investments in HTML 61K joint ventures (Details) 144: R123 Impairment of non-current assets - Cash Generating HTML 77K Units (Details) 145: R124 Impairment of non-current assets - Energy HTML 69K transmission and roads (Details) 146: R125 Impairment of non-current assets - Additional HTML 130K information (Details) 147: R126 Goodwill (Details) HTML 77K 148: R127 Loans and borrowings (Details) HTML 83K 149: R128 Loans and borrowings - Maturity of loans and HTML 127K borrowings (Details) 150: R129 Loans and borrowings - Breakdown by type of HTML 70K interest rate and currency (Details) 151: R130 Loans and borrowings - 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Sensitivity HTML 86K analysis (Details) 163: R142 Accrued liabilities and provisions (Details) HTML 98K 164: R143 Accrued liabilities and provisions - Additional HTML 156K information (Details) 165: R144 Accrued liabilities and provisions - Litigation HTML 73K (Details) 166: R145 Accrued liabilities and provisions - Details of HTML 76K contingent liabilities (Details) 167: R146 Accrued liabilities and provisions - Details of HTML 76K contingent assets (Details) 168: R147 Equity - Ecopetrol Business Groups reserves HTML 65K (Details) 169: R148 Equity - Movement of equity reserves (Details) HTML 70K 170: R149 Equity - Dividends paid (Details) HTML 75K 171: R150 Equity - Other comprehensive income (Details) HTML 73K 172: R151 Equity - Earnings per share (Details) HTML 64K 173: R152 Equity - Additional information (Details) HTML 111K 174: R153 Revenue from contracts with customers - National HTML 120K and foreign sales (Details) 175: R154 Revenue from contracts with customers - Additional HTML 77K information (Details) 176: R155 Revenue from contracts with customers - 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ESP (Details) 219: R198 Exhibit 1. Consolidated companies, associates, and HTML 437K joint ventures - Subsidiaries & Joint ventures Interconexion Electrica S.A. ESP (Details) 220: R199 Exhibit 2 - Conditions of the most significant HTML 644K debt (Details) 221: R200 Exhibit 3 - Quantitative information of concession HTML 175K services contracts (Details) 223: XML IDEA XML File -- Filing Summary XML 434K 226: XML XBRL Instance -- ec-20231231x20f_htm XML 22.13M 222: EXCEL IDEA Workbook of Financial Report Info XLSX 748K 18: EX-101.CAL XBRL Calculations -- ec-20231231_cal XML 388K 19: EX-101.DEF XBRL Definitions -- ec-20231231_def XML 3.03M 20: EX-101.LAB XBRL Labels -- ec-20231231_lab XML 4.73M 21: EX-101.PRE XBRL Presentations -- ec-20231231_pre XML 4.10M 17: EX-101.SCH XBRL Schema -- ec-20231231 XSD 1.11M 224: JSON XBRL Instance as JSON Data -- MetaLinks 1,064± 1.71M 225: ZIP XBRL Zipped Folder -- 0001410578-24-000515-xbrl Zip 2.94M
Exhibit 7.1
ECOPETROL S.A.
CLAWBACK POLICY
Ecopetrol S.A. (the “Company”), with the approval of the Board of Directors (the “Board”), has adopted this clawback policy (the “Policy”), in accordance with the applicable provisions of the New York Stock Exchange Company Manual (the “Clawback Rules”), enacted pursuant to the final rules adopted by the Securities and Exchange Commission in relation to compensation standards under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
The Compensation, Nomination and Culture Committee of the Board of Directors (the “Committee”) is the body charged with evaluating, informing and giving recommendations to the Board for matters related to the Policy. In accordance with the Company’s internal decision matrix, the Corporate Vice-Presidency of Finance and Sustainable Value is the body charged with approving accounting adjustments leading to the reopening of the accounts of previous months and years. As a consequence of this authority, this Policy has been drafted by the Corporate Vice-President of Finance and Sustainable Value in such a way as to ensure its implementation and compliance by management, the Committee and the Board. Capitalized terms not otherwise defined in the Policy shall have the meanings ascribed to them in the Clawback Rules.
The Board, by decision, including the affirmative vote of a majority of the independent directors, and upon the recommendation of the Committee, may determine not to recover Erroneously Awarded Compensation pursuant to this Policy in circumstances where non-enforcement is expressly permitted by the Clawback Rules, including where recovery would violate applicable home country laws in effect before November 28, 20221.
ii.Covered Individuals. Exhibit A of this Policy includes an initial list of the Company’s Covered Individuals, which includes executives, officers and employees of the Company whose positions are considered “first level” (reporting directly to the Chief Executive Officer as part of their duties) and who are eligible to be beneficiaries of the Company’s Long-Term Incentive and Variable Compensation Plan, or any other plan that is considered Incentive-based Compensation. The Compensation Committee, based on its analysis of any Erroneously Awarded Compensation, may recommend to the Board that it expands the list of Covered Individuals for the purposes of recovering Erroneously Awarded Compensation to include additional executives beyond those listed in Exhibit A.
iii.Covered Compensation. This Policy applies to the Incentive-based Compensation Received by a Covered Individual: (1) after such Covered Individual began service as an Executive Officer; (2) who served as an Executive Officer at any time during the performance period for that Incentive-based Compensation; (3) while the Company has a class of securities listed on a national securities exchange or a national securities association; and (4) during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described above (or during any transition period, that results from a change in the Company’s fiscal year, within or immediately following those three completed fiscal years, as determined in accordance with the Clawback Rules).
1 | Date set out in the New York Stock Exchange Company Manual. |
The amount of Incentive-based Compensation subject to this Policy is the Erroneously Awarded Compensation, which is the amount of Incentive-based Compensation Received by a Covered Individual that exceeds the amount of Incentive-based Compensation that otherwise would have been Received by the Covered Individual had it been determined based on the restated amount (or otherwise determined in accordance with the Clawback Rules), and will be computed without regard to any taxes paid by the Covered Individual (or withheld from the Incentive-based Compensation). The Committee shall report to the Board of Directors determinations with respect to the amount of Erroneously Awarded Compensation and shall seek its approval if the intention is to extend the list of Covered Individuals contained in Exhibit A of the Policy.
iv.Method of Recovery. The Management should inform the Committee of the manner in which any Erroneously Awarded Compensation shall be recovered. Methods of recovery may include, but are not limited to: (1) seeking direct repayment from the Covered Individual; (2) reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement pursuant to which the Incentive-based Compensation was paid) the amount that would otherwise be payable to the Covered Individual under any compensation, bonus, incentive, equity and other benefit plan, agreement, policy or arrangement maintained by the Company or any of its affiliates; (3) cancelling any award (whether cash or equity-based) or portion thereof previously granted to the Covered Individual; (4) apply the “Guidelines for Portfolio Management and Transfer” or equivalent document; or (5) any combination of the above.
v.No-Fault Basis. This Policy applies on a no-fault basis, and Covered Individuals will be subject to recovery under this Policy without regard to their personal liability or involvement.
vi.Other Company Arrangements. This Policy shall be in addition to, and not in lieu of, any other clawback, recovery or recoupment policy maintained by the Company from time to time, as well as any clawback, recovery or recoupment provision in any of the Company’s plans, awards or individual agreements, and any other rights or remedies available to the Company, including termination of employment. Moreover, no other company arrangement shall serve to restrict the scope or the recoverability of Erroneously Awarded Compensation under this Policy or in any way limit recovery in compliance with the Clawback Rules.
vii.No Indemnification. Notwithstanding anything to the contrary set forth in any policy, arrangement, bylaws, charter, certificate of incorporation or plan of the Company or any individual agreement between a Covered Individual and the Company or any of its affiliates, no Covered Individual shall be entitled to indemnification from the Company or any of its affiliates for the amount that is or may be recovered by the Company pursuant to this Policy.
viii.Interpretation. The Committee shall interpret and construe this Policy consistent with the Clawback Rules and applicable laws and regulation and shall make all determinations necessary, appropriate or advisable for the administration of this Policy. Any determinations made by the Committee shall be final, binding and conclusive for all affected individuals. As required by the Clawback Rules, the Company shall provide public disclosures related to this Policy and any applicable recoveries of Erroneously Awarded Compensation. To the extent this Policy conflicts or is inconsistent with the Clawback Rules, the Clawback Rules shall govern.
ix.Amendment or Termination of this Policy. The Board reserves the right to amend this Policy at any time for any reason, subject to applicable law and the Clawback Rules. To the extent that the Clawback Rules cease to be in force or cease to apply to the Company, this Policy shall also cease to be effective.
Approved and Adopted: November 30, 2023
Exhibit A
Covered Individuals
The Individuals Covered by the Policy shall be the “first level,” principal executive officers2 of the Company who report directly to the Chief Executive Officer. The officers listed below are beneficiaries of the Company’s Long-Term Incentive and Variable Compensation Plan and meet the definition of “Executive Officers” under the the Clawback Rules:
1. | Chief Executive Officer (CEO) |
2. | Chief Financial Officer (CFO) and Vice President of Finance and Sustainable Value |
3. | Chief Operating Officer (COO) |
4. | Compliance Vice President and Compliance Officer |
5. | Low Emissions Solutions Vice President |
6. | Commercial and Marketing Vice President |
7. | Vice President of Legal Affairs and General Counsel |
8. | Legal Manager for M&A and Corporate Affairs |
9. | Vice President of Strategy and Business Development |
10. | Vice President of Science, Technology and Innovation |
11. | Vice-President of Human Resources |
12. | Vice-President of Supply and Services |
13. | Vice-President of Sustainable Development |
14. | Internal Audit Manager |
2 | Note that this is an initial list. In the event of changes to the current Company structure, the list in this exhibit will be updated accordingly. |
This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/18/24 | 6-K | ||
For Period end: | 12/31/23 | 6-K | ||
11/30/23 | 6-K | |||
11/28/22 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/19/24 Ecopetrol S.A. 6-K 6/30/24 2:32K MZ Technologies/FA 4/19/24 Ecopetrol S.A. F-3ASR 4/19/24 9:609K Toppan Merrill/FA |