The corporate governance of Sociedad Matriz SAAM S.A. and its subsidiary SAAM S.A., as well as their respective practices are regulated by Open Stock Corporations Law 18,046, Open Stock Corporation Regulations, Stock Exchange Law 18,045, regulations issued by the Superintendence of Securities and Insurance (SVS), their respective articles of association and the policies and procedures that the Boards of Directors have voluntarily adopted.
The Sociedad Matriz SAAM Board of Directors and executive staff work to keep investors informed regarding activities corresponding to the Corporation and its subsidiary SAAM, ensuring compliance with all ethical and legal standards regarding information dissemination.
Board of Directors
Sociedad Matriz SAAM S.A. and its subsidiary SAAM S.A. are managed by Boards of Directors comprised of seven members elected at their respective shareholders meetings held 9 April 2018. These members serve for a term of three years. In addition, in keeping with the provisions of Article 50 bis of Open Stock Corporations Law 18,046, Sociedad Matriz SAAM S.A. is responsible for appointing at least one independent director.
The aforementioned boards of directors are comprised by Messrs. Óscar Hasbún Martínez, Jean-Paul Luksic Fontbona, Armando Valdivieso Montes (Independent Director at Sociedad Matriz SAAM S.A.), Francisco Gutiérrez Philippi, Jorge Gutiérrez Pubill (Independent Director at Sociedad Matriz SAAM S.A.), Diego Bacigalupo and Francisco Pérez Mackenna.
Board of Directors Committee
In keeping with the provisions of Article 50 bis of Open Stock Corporations Law 18,046, the Sociedad Matriz SAAM S.A. Board of Directors Committee is currently comprised of Independent Directors of Sociedad Matriz SAAM S.A., Messrs. Armando Valdivieso Montes -who presides over the Committee-, Jorge Gutiérrez Pubill, and the Director Francisco Pérez Mackenna.
The Board of Directors Committee regularly meets once per month and has the following powers and duties:
1) to examine reports submitted by independent external auditors;
2) to examine the balance sheets and other financial statements, and to state opinions before these are submitted for shareholder approval;
3) to examine the salary policy and compensation plans for senior management and the main executives;
4) to examine background information regarding operations with related parties and to issue corresponding reports;
5) to propose independent external auditors and private risk classifiers to the Board of Directors, who will be recommended at the respective board of directors meetings;
6) to prepare an annual management report, including main recommendations for the shareholders if required; and
7) all other issues commissioned by the Board of Directors.