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Corporate Governance Guidelines

Adopted by our Board of Directors (the Board), our Corporate Governance Guidelines serve as a framework for Board governance over the affairs of the Corporation for the benefit of its shareholders.

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Director Responsibilities

The business and affairs of the Company will be managed under the direction of the Board in accordance with applicable law. The core responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareowners. Directors must fulfill their responsibilities consistent with their fiduciary duties to the shareowners, in compliance with all applicable laws and regulations. Directors will also, as appropriate, take into consideration the interests of other stakeholders, including employees and the members of communities in which the Company operates.

The Board provides advice and counsel to the Chief Executive Officer and other senior officers of the Company. The Board oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company's compliance with applicable laws and regulations and proper governance.

To promote the discharge of this responsibility and the efficient conduct of the Board’s business, the Board has developed a number of specific expectations of directors.

  • Commitment and Attendance: Directors should make every effort to attend, whether in person or telephonically, meetings of the Board and meetings of Board committees on which they serve. Directors are expected to review all materials provided at or in advance of meetings of the Board and its committees.
  • Participation in Meeting: Each director should be sufficiently familiar with the business of the Company and its subsidiaries to facilitate active and effective participation in the deliberations of the Board and of each committee on which he or she serves.
  • Ethics and Conflicts of Interest: The Company has adopted a Code of Business Conduct. Directors are expected to be familiar with and to adhere to that Code, including, for example, its provisions governing conflicts of interest. If a director has an actual or potential conflict of interest (which includes being a party to a proposed “related party transaction”1), the director should promptly inform the Chief Executive Officer and the Chairperson of the Audit Committee (or, if the Chief Executive Officer or Chairperson of the Audit Committee has the conflict, then the Chairperson of the Nominating and Corporate Governance Committee). Situations that may give rise to a conflict of interest should be discussed with the Company’s Chief Legal Officer in advance. Directors should recuse themselves from any discussion or decision by the Board or a Board committee that involves or affects their personal, business or professional interests. A committee of the Board comprised of all disinterested independent directors (or such other independent committee of the Board as the Board may designate from time to time) will resolve any conflict of interest issue involving a director. The Audit Committee (or such other independent committee of the Board as the Board may designate from time to time) will resolve any conflict of interest issue involving the Chief Executive Officer or any other executive officer of the Company. No related party transaction may be effected by the Company without the approval of the independent committee of the Board designated by the Board to resolve conflicts of interest. The Chief Executive Officer or a senior officer designated by the Chief Executive Officer will resolve any conflict of interest issue involving any other employee.
  • Other Relationships: The Company values the experience directors bring from their separate business endeavors and from other boards on which they serve. However, the Company recognizes that these commitments may also present demands on a director’s time and availability and may present conflicts, or potential conflicts, of interest. Directors should advise the Chairman of the Nominating and Corporate Governance Committee before accepting membership on other boards of directors or committees thereof or making changes in other significant commitments involving affiliations with other businesses, charitable organizations or governmental entities.
  • Confidentiality: The proceedings and deliberations of the Board and its committees are confidential. Each director should maintain the confidentiality of information received in connection with his service as a director. Unless otherwise approved by the Chief Legal Officer, meetings, proceedings and deliberations of the Board are not permitted to be video, taped or otherwise electronically recorded.

Adopted December 29, 2017
(as amended December 9, 2021)

The Board of Directors (the “Board”) of Liberty Latin America Ltd. (the “Company”) has adopted these Corporate Governance Guidelines as a framework for Board governance over the affairs of the Company for the benefit of its shareholders.

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