CHILE Law and Practice Contributed by: Franco Acchiardo, Francisca Castro, Hugo Prieto and Manuel Diumenjo, Clyde & Co Chile
Executive Management Led by the general manager (CEO), executive management is responsible for the daily opera - tion and execution of the business strategy set by the board. Key decisions and responsibilities include: • implementing corporate strategy and manag - ing the company’s commercial and adminis - trative activities; • hiring and managing personnel, negotiating contracts, and dealing with suppliers and cli - ents, all within the limits set by the board; and • reporting to the board on performance, operational risks, and compliance matters. While executive management enjoys autonomy in day-to-day decisions, it must act within the strategic framework defined by the board and cannot unilaterally undertake actions reserved to the board or shareholders’ meeting. 3.3 Decision-Making Processes The process for decision-making in Chilean companies varies depending on the corporate body. Executive Management Executive management operates under inter - nal delegation and guidelines established by the board of directors. Decision-making is typi - cally carried out informally and continuously, in accordance with the company’s internal policies and governance structure. The general manag - er (CEO) and other executives make decisions autonomously within their designated author - ity, without requiring formal sessions or resolu - tions, except where board approval is expressly required by law or the by-laws.
Board of Directors The board of directors must meet formally to deliberate and resolve corporate matters. The process includes: • Convening meetings in accordance with the company’s by-laws or board regulations, usu - ally monthly or as needed. • Quorum requirements: Most directors must be present to constitute a valid quorum. • Decision-making: Resolutions are adopted by the majority vote of those present, unless the by-laws or law require a higher quorum for specific matters. • Record-keeping: All resolutions must be recorded in official board meeting minutes, signed by all attending directors and main - tained in a formal minute book. Shareholders’ Meeting Shareholders make decisions in duly convened ordinary or extraordinary meetings, depending on the nature of the matters to be resolved. The process is as follows: • Notice of meeting: Must be issued in accord - ance with legal and by-law requirements, typically through three publications in the Official Gazette. • Quorum: The required quorum varies depend - ing on the type of meeting and the matters to be discussed. Extraordinary meetings and certain resolutions (eg, mergers) require higher quorum thresholds. • Voting: Resolutions are adopted by the major - ity of shares present or represented, subject to any special voting thresholds under Law No. 18,046 ( Ley sobre Sociedades Anónimas ) or the company’s by-laws. • Documentation: Decisions must be recorded in the shareholders’ meeting minutes, signed
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