CHILE Law and Practice Contributed by: Franco Acchiardo, Francisca Castro, Hugo Prieto and Manuel Diumenjo, Clyde & Co Chile
• Gender diversity (in progress): As of 2025, Chile does not yet mandate gender quotas, but a bill currently under discussion in Con - gress seeks to introduce mandatory female representation on boards of listed companies. The bill proposes a 40% gender balance quota, with a phased implementation period. This aligns with growing international ESG standards and CMF’s increasing focus on board diversity. • CMF Recommendations: While not legally binding, the Financial Market Commission encourages companies to disclose voluntary policies regarding board diversity, includ - ing gender, age, nationality, and professional background, as part of their ESG reporting under General Rule No. 461. In practice, many Chilean corporations are pro - actively addressing board diversity and inde - pendence as part of broader ESG and govern - ance best practices, even in the absence of rigid legal mandates. 4.4 Appointment and Removal of Directors/Officers The board of directors is appointed and removed as a whole by the company shareholders, dur - ing general shareholders meetings. If a director vacates their position before the expiration of their term, the board may appoint a temporary director to assume their position until the share - holders’ meeting, where the board of directors must be renewed. 4.5 Rules/Requirements Concerning Independence of Directors The independence of directors and regulation of conflicts of interest in Chile are primarily gov - erned by the following legal frameworks: • Law No. 18,046 on Corporations (LSA);
• Law No. 18,045 on the LMV; • CMF General Rule No. 533, on independent directors and the policy for electing directors for subsidiary companies; • Decree Law No. 211 of 1973 (Free Competi - tion Law or LPLC). Under these frameworks directors must act in the best interests of the company, rather than in pursuit of personal or third-party interests. They are bound by fiduciary duties, including duties of loyalty, diligence and disclosure. Certain publicly traded companies are required to appoint at least one independent director when they exceed UF1.5 million in equity or have significant shareholder dispersion. These directors must meet strict independence criteria, including: • no recent employment ties to the company or its affiliates; • no close family or business ties with major shareholders or executives; • not holding significant share ownership in the company. These companies must also establish a Direc - tors’ Committee, which must include at least one independent director. This committee oversees internal controls, risk management, related-party transactions, and executive compensation. Directors are required to disclose any personal, familial, or financial interests that might compro - mise their independence or lead to conflicts of interest. Additionally, related-party transactions must be thoroughly reviewed and approved by the board in accordance with established pro - cedures. The interested director must:
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