Machine Translated by Google Slll'ERINT[NDENCI/\ \ /\LORES AND Sl:GlJlmS REF. ESTABLISHES RULES FOR THE DISSEMINATIONREGARDING OF INFORMATION CORPORATE GOVERNANCE PRACTICES ADOPTED BY OPEN LIMITED COMPANIES. REPEALS GENERAL RULE N°341 OF 2012. GENERAL RULE N° 3 8 5 0 8 JUN 2015 To all open corporations Taking into account the importance for the securities market that open stock companies disclose their corporate governance practices, so that investors have sufficient information to correctly make their investment decisions, this Superintendency, in use of the powers contained in the articles 4th letters a) and g) of DL No. 3,538, 9 of Law No. 18,045 and 46 of Law No. 18,046, has deemed it pertinent to establish the obligation for the aforementioned companies to disclose their corporate governance practices to the public. For such purposes, publicly traded corporations must submit to this Superintendence the information regarding their corporate governance, social responsibility and sustainable development practices referred to in the Annex to this regulation, through the electronic form enabled for these purposes in the module SEIL of the Internet site of the Superintendence (www.svs.cl). This information must refer to December 31 of the calendar year prior to its submission and its referral to this Service must be made no later than March 31 of each year. It will be understood that the company adopts a certain practice, when it has approved policies, and procedures, mechanisms and systems fully implemented and in operation, for all the elements described in the respective practice. Otherwise, it should be understood that it does not adopt the practice, without prejudice to the fact that if it is the intention of the company to adopt it but it is still in the process of doing so, this may be stated in the corresponding explanation. '-,.1 II I " I 1111. J ,nH I f -i III I !\ '"" 2 .i... ,--. 1 I I 1 ..,,11•• "'I<, l ;n.:, "'I \\ \\ ' :- "l Machine Translated by Google lfl'ERINTENOENCl/1 \ !\LORES and S[GImos The board of directors of the publicly traded company must present in a correct, precise, clear and summarized way, the way in which each practice has been adopted, or, alternatively, substantiate the reasons why said board of directors considered that the adoption of a specific practice was not appropriate. or desirable in the best social interest given the particular reality of the entity. When they refer to their own policies, procedures, codes, or other similar ones in their explanations, they must indicate the URL where they will be available on their respective Internet sites. It is noted, in any case, that this regulation refers to practices that each administration voluntarily decides to adopt in consideration of the particularities of the company to advance in the continuous improvement of its corporate governance. In this sense, these practices must necessarily be understood without prejudice to the legal obligations and responsibilities applicable to the company, its directors, managers and main executives. EXCEPTION The instructions contained in this regulation will not be applicable to those companies that meet the conditions established by the General Character Norm No. 328 of 2012, nor to those persons or entities that, without being open corporations, are governed by the provisions applicable to these. Notwithstanding the foregoing, these persons or entities may voluntarily avail themselves of the provisions established in these regulations. REPEAL Repeal the General Character Rule No. 341 of 2012. VALIDITY The provisions established in these regulations, govern from this date. CARLOS PAVEZ TOLOSA SUPERINTENDENT \ \ [ 1hi..r1 1d,1 f di!,\ d 1 l >"I I _'Ill I II• P1.o t) \,1111!Jk-P l I , t 11h, , ,,,. •I 1111)<1 2 I IX I,, 'I J ' 1111 ' U:·d 1 1 "\ I ( ( tlfl.,; l "\\.i\ LN('l1\ VALORl: SY SEGUROS b) The board of directors has a permanent training procedure or mechanism for the board of directors to update knowledge, which: YES NO Yo. Defines at least annually the subjects on which training will be given to its members and the schedule for training for the corresponding year. Explanation: ii. As part of these subjects, it contemplates the best corporate governance practices that have been adopted by other entities both locally and internationally. Explanation: iii. As part of these matters, it contemplates the main advances that have been made in the last year at the local and international level in relation to inclusion, diversity and sustainability reports. Explanation: IV. As part of these matters, it contemplates the main risk management tools, including those of sustainability, which have been implemented in the last year at a local and international level. Explanation: V. As part of these matters, it contemplates the rulings, most relevant sanctions or pronouncements that have occurred in the last year at the local and international level related to the duties of care, confidentiality, loyalty, diligence and information. \ 1hu "' ,I 1 .ird I1"111 111 I l 1'1 r "-. 1rl11 ( 11111.; I I II, I' "I -I I (II) J Xl'h,lt-lljJ 5 ,,J1,1 _ j (1 1 ll[ \.: "" \ ,, \, ... I Machine Translated by Google SLIPERINTENDL:NC:rA \'i\LORL:S \ :--1.:l;l!RO Explanation: saw. As part of these matters, it contemplates a review of examples of situations that constitute a conflict of interest in the board of directors and ways in which these conflicts of interest can be avoided or resolved in the best social interest. Explanation: Annually disseminates the matters on which in the last vii. training activities have been carried out for the board of directors. Explanation: c) The board of directors has a policy for hiring experts to advise it on accounting, tax, financial, legal or other matters: YES NO Yo. That contemplates the possibility of veto by one or more directors for the hiring of a particular advisor. Explanation: ii. That at the request of at least one of its members be contracted the consultancy for the matter required by him. Explanation: iii. That, contemplate the dissemination, at least once a year, of the consultancies requested and not contracted, specifying the reasons why the board of directors adopted that particular decision, which is also duly reflected in the minutes of the corresponding session. Explanation: \ th 'lli.ld1 H...:111 II I <1 11, "" I 1•1 j 11111 l ""h 'l ;"" fll)1j I .1 ( ''•-..!1 to IOI 6 -" ( ·t-.ilf.1 1() { lrfl.i :!_ \\"'' I Machine Translated by Google ::,l ll'l:RINTCNOENC!A \' '\LOIU:S \ <;L:GLJJ(()S d) The board of directors meets at least quarterly with the external auditing company in charge of auditing the financial statements to analyze: BUT i. The audit program or plan. Explanation: ii. Possible differences detected in the audit regarding accounting practices, administrative systems and internal auditing. Explanation: iii. Possible serious deficiencies that have been detected and those irregular situations that due to their nature must be reported to the competent supervisory bodies. Explanation: IV. The results of the annual audit program. Explanation: V. The possible conflicts of interest that may exist in the relationship with the auditing company or its personnel, both due to the provision of other services to the company or to the companies of its business group, as well as due to other situations. Explanation: e) The board of directors meets at least quarterly with the entity's risk management unit or the person responsible for an equivalent function, to YES NO analyze: i. The proper functioning of the management process of risks. Explanation: '-t 111111.:.' link l\lT1 1 "i( .!_ --l ] Oil! I (\ l""IC1 .. , 7 1, d , I 1 II I llfi. Machine Translated by Google SlJPERINTl::NDENC.IJ\ VALORES ) Sl:GUROS ii. The risk matrix used by the unit as well as the main sources of risks and methodologies for detecting new risks and the probability and impact of the occurrence of the most relevant ones. Explanation: iii. The recommendations and improvements that, in the opinion of the unit, would be pertinent to make in order to better manage the entity's risks. Explanation: IV. Contingency plans designed to react to to the materialization of critical events, including the continuity of the board in crisis situations. Explanation: The board of directors meets at least quarterly with the unit of f) internal audit, compliance officer or person in charge of an equivalent function, YES NO to analyze: i. The annual audit program or plan. Explanation: ii. Eventual serious deficiencies that have been detected and those irregular situations that due to their nature must be reported to the competent supervisory bodies or the Public Ministry. Explanation: iii. The recommendations and improvements that in the opinion of the unit would be pertinent to make to minimize the occurrence of irregularities or fraud. \, I llh.'1l,lll\•I Hl ll I! "' f I I fl "Ill\ ...f..}•I I l'l'.\\I I '>.11111 l 11k •• l 11110 f,;;;fi._ t ..t·t WO 8 I I ;1 i '\1,-"', l hill, tJ11 1, \ \S d l I lh, I \\\ Machine Translated by Google SlfPLl(INTENDENCl.i\ \/i\LORl.:S Y S[GLJl(OS Explanation: iv. The effectiveness of crime prevention models implemented by society. Explanation: g) The board of directors meets at least quarterly with the unit of Social Responsibility, Sustainable Development or responsible for an equivalent BUT function, to analyze: Yo. The effectiveness of the policies approved by the board of directors to spread within the organization, its shareholders and the general public the benefits of diversity and inclusion for society. Explanation: ii. The organizational, social or cultural barriers detected that could be inhibiting the natural diversity that would have occurred if these barriers did not exist. Explanation: iii. The usefulness and acceptance of the sustainability reports disseminated to the relevant interest groups of society. Explanation: h) The board of directors contemplates during each year the realization of on-site visits to the different dependencies and facilities of the company, to YES NO know: i. The status and operation of those dependencies and installations. Explanation: ii. The main functions and concerns of those who perform them . \ 11 r d P\. in! (I 11 'II' I Jl ' I , 9 I I Machine Translated by Google ',LIl'ERINTENDLN(I,\ VALUES: , s1.t;u1ms Explanation: iii. The recommendations and improvements that, in the opinion of those responsible for these dependencies and facilities , would be pertinent to carry out to improve their operation. Explanation: i) Of the meetings held for each point referred to in letters d) to f) above, at least one for each point is held without the presence of the company's general manager. YES NO Explanation: j) The board of directors has a formal continuous improvement procedure in BUT operation: i. To detect and implement possible improvements in its organization and operation. Explanation: ii. To detect those areas in which its members can be strengthened and continue to improve. Explanation: iii. To detect and reduce organizational, social or cultural barriers that could be inhibiting the natural diversity of capacities, visions, characteristics and conditions that would have existed in the board of directors if these barriers did not exist . Explanation: \ I lhl L1di I lh. 11d 1 ( , , ,,, •111 d 4J< I IH t.::;(,. .- --Jt/(U r ,1x t )1, 1, J JI I 10 < a l.1 Jc ( 11/ 4,,11 I \\\\\\' 'i\ .,.. Machine Translated by Google Slll'ERlNTEND[NC fA \!\LORES Y SEGUR()', IV. That, without prejudice to legal obligations, expressly contemplate the determination of the minimum number of ordinary meetings, the minimum average time of dedication in person and remotely to them, and the advance notice with which the summons should be sent and the necessary background information for the adequate realization of those, recognizing the particular characteristics of the entity as well as the diversity of experiences, conditions and knowledge existing in the board of directors, according to the complexity of the matters to be dealt with. Explanation: v. That it expressly contemplates the change, in the case that is pertinent, of the form of organization and operation of the directory in situations of contingency or crisis. Explanation: saw. To consider the advice of an expert from outside the company for the detection and implementation of those eventual improvements or areas of strengthening. Explanation: vii. In that the detection referred to in numbers 1 to iii above, is carried out at least on an annual basis. Explanation: \ \ I 11, 1dn1 Hema lllla •1 llN 10110 ('(-')1-, Ill (I )." Iii 11 1,1,' (·t:-.11!,._ti, 1,,ni.:, I ' \\ ,, -..\.., I Machine Translated by Google SllPI.IUNTENDEN( I,\ V/\LOURS AND SEALS The directory has an information system in operation and YES NO k) access by each director who: Yo. It allows you to access, in a secure, remote and permanent manner, all the minutes and documents available for each session of the directory of the last 3 years, according to an ordering mechanism that facilitates its indexing and information search. Explanation: ii. It allows you to access, in a secure, remote manner and without prejudice to the legal obligations regarding the term of delivery and content of the citations, to the minute or document that summarizes all the matters that will be discussed in that session and the other background information that will be presented . in said session or additional necessary to prepare for it . Explanation: iii. Allows the access referred to in number ii above, at least 5 days in advance of the respective session. Explanation: IV. It allows you to access the complaints system implemented by the company in a secure, remote and permanent manner. Explanation: V. Allows you to review the final text of the minutes of said session. Explanation: saw. Allows the review referred to in number v above, with no more than 5 days after the respective session. \ l ,1,, , I,,, ILr ( II ,., I • 111 .i-4 1 1'1--11•} 's,11111 e,, l li,k J 1111\' f°'f .::1 t -' ,,tOhl r". ,,f H i o 12 I 1 "ill. _In l ,,rrc,, I \\ \\ \ .. \. Machine Translated by Google !:sllPElUNTL:NDLNt·ti\ Vi\LORE \ Sl'GUROS Explanation: 2. Of the relationship between the company, the shareholders and the public in general a) The board of directors has implemented a formal and operational procedure YES NO so that the shareholders of the company can be informed: Yo. At least 3 months before the meeting of shareholders in which directors will be elected, about the diversity of capacities, conditions, experiences and visions that in the opinion of the board of directors it is advisable to be part of it so that it is in a better position to ensure the social interest. Explanation: ii. Before the corresponding vote, of the maximum number of directories that, in the opinion of the board of directors, it is advisable to have the directors that are elected by the shareholders. Explanation: iii. Before the corresponding vote, the experience, profession or trade of the candidate for director Explanation: IV. Before the corresponding vote, if the candidate for director maintains or has maintained in the last 18 months contractual, commercial or other relations with the controller of the company, or its main competitors or suppliers. Explanation: '\ 1h'-- 1.111 f df.'111.lf I. (l Iii' ""I..,,, p;.., t) "·"'"·'l''' t 1111, II l"h•'l. f I I• , "h \) - , t I) 13 I r ., ill It, 1 11 \\ \ \\ I Machine Translated by Google Slll'ERINTFND[N( II\ \,ALORl.:S) INSURANCE b) The board has implemented a formal mechanism, system or procedure that YES NO allows: Yo. Shareholders participate and exercise their right to vote remotely, in the same opportunity as the rest of the shareholders who are physically represented at the meeting. Explanation: ii. Shareholders to observe, remotely and in time real, what happens during shareholders' meetings. Explanation: iii. The general public can be informed in real time of the agreements adopted at the shareholders' meeting. Explanation: IV. The general public be informed of the agreements adopted at the shareholders' meeting, with a lag of less than 5 minutes after the respective agreement was voted. Explanation: c) The board of directors has approved a policy and established formal procedures whose objective is to annually provide the public with information regarding: BUT i. The policies adopted by society in terms of social responsibility and sustainable development. Explanation: ii. The interest groups identified by society as relevant, as well as the reasons why such groups have that condition. Explanation: \ I ,h d,, J!• nr h 11 I ,, ,n 1-l! "i.int1,1 l) 111I.. I 111111 ("'' .lf {Ill I I J I" ( 'h ) l'7 ..; I l 14 I ,1,1II l ., 1,l- • ( llllL 'I \"\' I Machine Translated by Google S\Jl'LRIN rcNDI.NCIA VALOIU:S ) EVERYIRm, The relevant risks, including those of sustainability, of the iii. society, as well as the main sources of these risks. Explanation: The indicators measured by society in terms of social iv. responsibility and sustainable development Explanation: V. The existence of goals and the evolution that the sustainability indicators. d) For purposes of defining the policies, indicators and reporting format referred to in letter c) above, international standards have been followed, such as, for example, the guidelines contained in ISO 26000:2010, or the BUT Principles and Standards of Reports and Dissemination of the "Global Reporting Initiative" or the "International Integrated Reporting Council". Explanation: e) The company has a unit for relations with shareholders, investors and BUT the media that: Yo. It allows them to clarify doubts about the company, its businesses, main risks, financial, economic or legal situation and publicly known business of the entity. Explanation: It has people who, at least, speak English to answer queries ii. from those who do not speak Spanish. Explanation: \ Lllx:1 1d< lkm.11 I' 111 11-. 11 Jlf "'- t11 1 •o ( l11k 1110 t1 'J • (II I I.t\ ,, c1 J 141 t 15 ltll.,'1-Ln.,_ \\ \\ ,_LI Machine Translated by Google ON THE EH INTENDEN US, \ SECURITIES AND INSURANCE iii. It is the only unit authorized by the board of directors to respond to such inquiries from shareholders, investors and media outlets. Explanation: f) The board has a formal continuous improvement procedure in place: YES NO Yo. To detect and implement possible improvements in the processes of preparation and dissemination of the disclosures that the entity makes to the market so that they are easily understood by the public. Explanation: ii. To detect and implement eventual improvements in the processes of preparation and dissemination of the disclosures made by the entity to the market, so that said communications are provided to the market in a timely manner. Explanation: iii. To consider the advice of an expert outside the company for the detection and implementation of these eventual improvements. Explanation: IV. In that the detection referred to in numbers i and ii above, is done at least on an annual basis. Explanation: g) The company has an updated website through which shareholders can access all their public information, in a simple and easily accessible manner. YES NO Explanation: Cl 111 •.'"" I 11 , S.111111 ,,, l hilt I 1!}t {"-h , ...,""' "411q1 I t, ) 1 t -l OJ 16 I , -1,ill.1 J,-,-- \ \\ '.. I \iff..:: I Machine Translated by Google Slll'I:RINTENDl.N( II\ VALUE \' INSURANCE 3. Risk management and control The board has implemented a formal Management and Control process YES NO a) of Risks which is in operation and that: Yo. It has as general guidelines the risk management policies approved by the board of directors. Explanation: ii. It has a Risk Management unit or equivalent , in charge of the detection, quantification, monitoring and communication of risks, and which reports directly to the board of directors. Explanation: iii. It has an Internal Audit unit or equivalent, responsible for verifying the effectiveness and compliance with the policies, procedures, controls and codes approved by the board, and which reports directly to it. Explanation: IV. It incorporates within the risk quantification, monitoring and communication process both the direct risks of the entity and those indirect risks that may arise from the other companies of the business group to which the entity belongs. Explanation: V. Considers the potential impact that the materialization of the economic, social and environmental sustainability risks to which the itself is exposed. Explanation: :'-ianlrn• 1 l i11k I llO\ ...,I Jj \I(p I IS ( 1> l I ' l It 17 ( ,1>111 ..,1,, ( 111 \,; , \ \\ \\' ·I Machine Translated by Google \l ll'l:RINTENDl:NCl1\ V,\LORES) INSURANCE saw. It has national and international principles, guidelines and recommendations as a guide, such as, for example, those developed by "The Committee of Sponsoring Organizations" (COSO, for its acronym in English) or those contained in "Control Objectives for Information and Related Technology" (COBIT, for its acronym in English) created by ISACA or ISO 31000:2009 and ISO 31004:2013. Explanation: vii. It contemplates a Code of Conduct or equivalent document approved by the board of directors and reviewed annually, which defines the principles and guidelines that should guide the actions of the entity's staff and board of directors. Explanation: viii. It contemplates the information and permanent training of all relevant personnel, regardless of the contractual link that unites them with the company, regarding the policies, procedures, controls and codes implemented for risk management. Explanation: ix. It is reviewed and updated, at least annually. Explanation: The board of directors has implemented a formal procedure and it is in b) operation: BUT \ I tu lad\ r 1t r111 I, 0 ll•t '"" 4· I 1.•111 I.;;( "' +-1IIOP I:)\ l°'h l .. I ,.:111 18 J,1lb ,lh l Ori, , Machine Translated by Google SLIPPERINTENDLNCIJ\ \/,\LORES, FGUROS Yo. To channel complaints by its staff, whatever the contractual relationship, shareholders, customers, suppliers or third parties outside the company, of possible irregularities or illicit. Explanation: ii. That guarantees the anonymity of the complainant. Explanation: iii. That allows the complainant to know the status of his complaint. Explanation: IV. That it is made known to its staff, shareholders, customers, suppliers and third parties, both through training and through the entity's website. Explanation: c) The board of directors has implemented a formal procedure and it is in operation: YES NO Yo. To detect and reduce organizational, social barriers or cultural that could be inhibiting the diversity of capacities, conditions, experiences and visions that, without these barriers, would have occurred naturally in the organization. Explanation: ii. To identify the diversity of capacities, knowledge, conditions, experiences and visions that its main executives must have. Explanation: 19 Machine Translated by Google <;IJPERINTl:NDENCIA \'ALORL'>Y Sl:CLIROS iii. To identify among the workers of the entity, potential replacements for the general manager and other main executives, based on the identification process described in number ii above. Explanation: IV. To opportunely replace the general manager and other main executives, and transfer their functions and relevant information, in the event of their unforeseen absence, minimizing the impact that this would have on the organization. Explanation: V. In which the detection referred to in numbers i and ii above, is done at least on an annual basis. Explanation: The board of directors has implemented a formal procedure and it is in d) operation: BUT Yo. To review, at least on an annual basis, the salary structures and compensation and indemnity policies of the general manager and other main executives, in order to detect and correct possible incentives for said executives to expose the company to risks that are not in accordance to the policies defined on the matter or to the commission of eventual illicit acts. Explanation: \, l 1l·H 11 d11 Hr..'/11,tll, rl Iii: 1111:,,. 1 l-H 1ir11'"it,·,,-1...1 orn 1 l I,, I I I' 1 'I .j II l 20 ( l ,I, I I lll ft l \\ ,v.., s d Machine Translated by Google SIJPIRJNTENDENCI;\ \'J\LORL.\ AND INSURANCE ii. That contemplates the advice of a third party outside the company that supports the board of directors, and the committee of directors, if applicable, in the review referred to in numeral i above. Explanation: iii. That contemplates the diffusion of the salary structures and compensation and indemnity policies of the general manager and others main executives, on the company 's website . Explanation: IV. That contemplates submitting said salary structures and policies to the approval of the shareholders. Explanation: 4. Of the evaluation by a third party a) The self-assessment of the board regarding the adoption of the practices YES NO contained in these regulations : Yo. It has been reviewed and validated by a third party outside the society. Explanation: ii. The person or team of people who carried out the review and validation has proven experience of at least 5 years in the evaluation of processes and effectiveness of controls, or in the provision of professional advisory or consultancy services in the design and implementation of processes, management of risks or continuous improvement. Explanation: \• I tl _. 1.,d, r page 11.1 I. Plll.i '\(l "'t l 1011 1,, l'h'>l"ll> 21 C 1, 11.1 And'"' ( PI , c \ \\ \\ '"·l Machine Translated by Google SLJPER!NTEND[NC I.I\ VALUE AND SlCllRO iii. The entity or persons who carried out the review and validation are supervised by the Superintendence or foreign public or private body of similar jurisdiction. Explanation: IV. The entity or persons who carried out the review and validation, belong to a list established by the national pools of entities that meet the conditions defined by them to certify the self-assessment referred to in this regulation. Explanation: \, L 1h\. T1,Jdl lh.:1t11r,l, I) 1111";111 I.la,) P1, and ., .11111,.,, llulc i ::.(, -f JI1111 I l)l\l I,t:\ ("ll, 1_J \ --l1 ,1 22 l ( i-.ill.r I h - 1 •n •11 I \\ .. \\ 4.;