CHILE Law and Practice Contributed by: Franco Acchiardo, Francisca Castro, Hugo Prieto and Manuel Diumenjo, Clyde & Co Chile
aimed at ensuring transparency, accountability and investor protection. These standards are mandatory and primarily regulated by the Chil - ean Corporations Law (Law No. 18,046) and overseen by the CMF. Publicly traded shares must be registered with the CMF and listed on a stock exchange. Listed companies are under continuous CMF supervi - sion and must comply with stringent reporting and disclosure obligations. Key governance requirements include: • Board structure: Listed corporations must have a board of at least five directors, versus three for closed corporations. Independence and oversight capacity are essential features of the board. • Disclosure obligations: Companies must pub - lish key corporate governance documents, including financial statements, shareholder meeting minutes, and policies, which must be accessible on their websites. • Annual reporting: Companies must prepare and submit a detailed annual report covering financial results, governance practices, and strategic direction. • Operational restrictions: Certain activities require regulatory pre-approval or are subject to sector-specific limitations to safeguard market integrity. Although these requirements are mandatory for publicly traded entities, many private companies voluntarily adopt similar standards to build trust and attract capital. Companies in regulated industries such as banking, insurance, and pensions face addi - tional obligations under sector-specific laws and CMF oversight, reflecting the need for enhanced
data privacy, consumer protection and financial system stability.
2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance Chile is advancing key developments in cor - porate governance, with a particular focus on ESG reporting, compliance, board diversity, and cybersecurity. ESG and Sustainability Reporting The CMF continues to expand ESG disclosure requirements. Under General Rule No. 461, pub - licly traded companies must report on climate- related risks in line with international standards, such as those from the TCFD. As a result, com - panies are expected to embed carbon neutral - ity goals, environmental risk management, and supply chain sustainability into their corporate governance frameworks. White-Collar Crime and Environmental Accountability The enactment of Law No. 21,595, fully effec - tive since 2024, significantly reformed Law No. 20,393 on the criminal liability of legal entities. The updated framework broadens the scope of crimes attributable to companies and their repre - sentatives, increases penalties, and emphasises environmental crimes and corporate responsi - bility in governance and compliance structures. Gender Diversity on Boards A bill entitled “More Women on Boards” has been approved by the Chamber of Deputies and is currently under discussion in the Senate. This bill proposes a suggested maximum quota of 60% for the gender with greater representation on company boards. The CMF will assess the adoption of this policy every four years, starting
137 CHAMBERS.COM
Powered by FlippingBook