CSAV is managed by its Board of Directors, which is made up of seven members elected by shareholders at the annual general meeting. Directors hold office for three years and may be re-elected indefinitely. The Board itself elects the Company’s Chairman from among its members to preside over the Board and shareholders’ meetings. Board compensation is set annually at the annual general meeting.
Board meetings may be ordinary or extraordinary. Ordinary meetings are held on dates set in advance by the Board itself. Extraordinary meetings are held when convened by the Chairman, on his own accord, or at the request of one or more directors.
The Board’s duties include:
- Appointing the Chief Executive Officer and senior executives and determining their powers.
- Approving the Company’s internal policies and enforcing laws, bylaws and regulations applicable to the Company.
- Convening shareholders’ meetings.
- Agreeing on interim dividends during the year charged to net income produced under the Board’s responsibility, provided that the Company has no accumulated losses.
The Board meets at least once a year with the external auditors, twice a year with the Legal Compliance Officer (“LCO”), quarterly with the Risk and Sustainability Committee and as needed with the Compliance Committee.
CSAV’s Directors’ Committee was formed in accordance with article 50 bis of the LSA. It has three members and holds monthly ordinary meetings. The duties of the Directors’ Committee are defined in the LSA and include, but are not limited to:
- Examining external audit reports and financial statements prior to presenting them to shareholders for their approval.
- Proposing to the Board of Directors names of external auditors and risk rating agencies to suggest at the shareholders’ meeting.
- Analyzing information on related party transactions.
- Examining remuneration systems and compensation plans for the Company’s managers, senior executives and employees.
- Preparing an annual management report, including its main recommendations to shareholders.
The Board delegates to the Directors’ Committee the duty of meeting at least three times a year with the external auditors and once a month with the LCO.
The Compliance Committee is comprised of two members of the Board of Directors, appointed by the Board itself, and the Company’s Chief Executive Officer.
The Compliance Committee’s duties are defined in its Regulations, and include, but are not limited to:
- Working with the LCO to define any necessary adjustments to the Crime Prevention Model (“CPM”), its accompanying documentation and/or any of CSAV’s internal policies related to compliance, and proposing these adjustments to the Board, in order to:
• Ensure compliance with Law No. 20,393 on Criminal Liability of Legal Entities and accompanying legislation,
• Ensure compliance with standards from the Financial Analysis Unit (“UAF”) regarding the Company or its subsidiaries, and
• Specifically ensure respect for free competition rules within the Company.
- Advising the LCO on implementing the CPM and its accompanying documentation.
- Working with the LCO to monitor processing and resolution of any case, investigation or procedure related to compliance issues to which CSAV is party.
- As delegated by the Board, staying apprised of complaints or compliance incidents reported on the Company’s whistleblowing channel.
The Compliance Committee meets on a quarterly basis and reports its activities to the Board of Directors when requested.
RISK AND SUSTAINABILITY COMMITTEE
The members of this committee are the Chief Executive Officer (who serves as committee chairman), the Chief Financial Officer and the Head of Risk. The Risk and Sustainability Committee meets with the Board of Directors twice a year.
The Risk and Sustainability Committee’s duties include, but are not limited to:
- Proposing the Company’s risk profile.
- Monitoring and ensuring that the risk mitigation plan has an appropriate scope and related measures are properly implemented.
Notwithstanding, risk management is audited by an external body in order to make sure it is functioning correctly.
LEGAL COMPLIANCE OFFICER (LCO)
The LCO is in charge of control and compliance tasks at CSAV, and also serves as the Crime Prevention Officer. In accordance with Law No. 20,393, the LCO is appointed by CSAV’s Board of Directors for a three-year term, which can be extended for equal three-year periods, and can delegate his or her duties to the Compliance Committee. The LCO is independent of Management,
reporting directly to the Directors’ Committee on a monthly basis, to the Compliance Committee each quarter and to the Board of Directors twice a year. The LCO may make general or specific recommendations to Management and to any Company body, including the Board of Directors and shareholders at a Shareholders’ Meeting.
The LCO’s duties include, but are not limited to:
- Supervising compliance with CSAV’s internal regulations on the prevention of anticompetitive conduct and crimes included in its CPM.
- Ensuring that CSAV maintains a whistleblowing channel open to any external or internal person and receives and manages complaints filed on compliance matters.
- Monitoring cases and/or investigations on compliance matters that affect CSAV.
- Leading the process of certifying the CPM.
- Felipe Ureta – (Director Independiente)
- Cristóbal Eyzaguirre – D
- José de Gregorio Rebeco – D
- Edmundo Eluchans Aninat – LCO
(i) Management participates in Directors’ Committee meetings.
CEO: Chief Executive Officer
CFO: Chief Financial Officer
LCO: Legal Compliance Officer
HF: Head of Finance
- José de Gregorio Rebeco – D
- Óscar Hasbún Martínez – CEO
- Edmundo Eluchans Aninat – S – LCO (Secretary participates regularly in all meetings)
- Óscar Hasbún Martínez – GEO
- Roberto Larraín Sáenz – CFO
- Felipe Rodríguez Ugarte – HF
BOARD OF DIRECTORS
Fixed: 100 UF per month and double for the Chairman.
Variable: 0.7% of the final dividend charged to net income for the year 2021, excluding effects generated by the purchase or sale of assets, to be distributed equally among the directors in proportion to the period that each one has held office during the year, except for the Chairman who receives double.
Fixed: 33 and 1/3 UF per month.
Variable: Additional 1/3 over the variable amount of dividends due to each committee member in their role as a Board member.
Receives no compensation.