CHILE Law and Practice Contributed by: Franco Acchiardo, Francisca Castro, Hugo Prieto and Manuel Diumenjo, Clyde & Co Chile
Board of Directors The board is responsible for setting the com - pany’s strategic direction, supervising executive management and overseeing the company’s general performance and compliance with legal obligations. Listed corporations are required to have a minimum of five board members, while closed corporations need only three. Notably, under Law No. 18,046, certain publicly listed companies are mandated to form a Direc - tors’ Committee ( Comité de Directores ) with most independent directors. This requirement only applies to companies that meet specific criteria. Executive Management Led by the Chief Executive Officer (CEO) or General Manager ( Gerente General ), this team is tasked with the day-to-day management of the company. They implement the strategies defined by the board and ensure operational efficiency. In addition to these core bodies, companies, especially those with publicly traded shares - may establish specialised committees, such as audit and risk and human resources. 3.2 Decisions Made by Particular Bodies In Chile, corporate decision-making is structured under a defined hierarchy, with specific powers and responsibilities reserved to each governing body. The primary decision-making bodies oper - ate as follows. Shareholders’ Meeting As the supreme corporate body, the Sharehold - ers’ Meeting is responsible for the most critical decisions affecting the company’s structure and overall direction. Matters exclusively reserved to this body include:
• Corporate structure and governance: Approv - al of by-law amendments, capital increases or reductions, mergers, spin-offs, transforma - tions, and company dissolution. • Financial matters: Approval of annual finan - cial statements, the annual report ( memoria anual ), and appointment external auditors. • Board composition and compensation: Appointment or removal of board members and determination of their remuneration. • Profit distribution: Approval of dividend distri - bution, including setting minimum mandatory dividends as established by law or by-laws. These decisions generally require qualified quo - rums depending on the nature of the resolution (eg, extraordinary versus ordinary shareholders’ meetings). Board of Directors The board is tasked with the strategic and super - visory role over corporate affairs. Key powers include: • proposing matters to be submitted to the shareholders’ meeting; • reviewing financial statements and proposing dividend distribution; • appointing and removing the general man - ager (CEO) and, in some cases, other top executives; • approving interim dividends, for which direc - tors are personally liable if paid based on inaccurate data; and • defining the company’s business strategy, approving internal policies, and overseeing compliance and risk management. Certain decisions - such as appointing execu - tives, approving internal control systems, and defining general operational guidelines - fall strictly within the board’s remit.
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