CHILE Law and Practice Contributed by: Alvaro Moraga Fritz and Sebastián Moraga Nazar, Moraga & Cía.
administrative roles. Additionally, members must not receive additional income that compromises their independence. The presidency is held by a board member, who reports on the committee’s activities. Foreign banking institutions operating in Chile are not required to have a board of directors for their local operations. However, they must appoint a broadly authorised agent to represent them with full legal authority. 4.2 Registration and Oversight of Senior Management All board elections must be published in a news - paper within the bank’s jurisdiction and must be communicated to the CMF. The position of a bank director is incompatible with serving as a director or employee of another financial institution, as well as with any presi - dentially appointed roles. Additionally, a person cannot simultaneously serve as both director and employee within the same bank, although a director may temporarily assume the role of manager for a period not exceeding 90 days. Additionally, General Regulation No 461 issued by the CMF requires public securities issuers, including banks, to disclose the following infor - mation about their boards of directors and key executives. • Regarding the board of directors or equivalent administrative body, the identification of each member, including their appointment or most recent re-election date, and, where applica - ble, the date of termination of their position. Their profession or occupation must also be included, along with: (a) whether they hold the position of chair - person or vice-chairperson;
(b) whether they qualify as an independent director; and (c) if applicable, whether they serve as a principal or alternate director. • Regarding key executives, the position, name, identification number (RUT), profession and date on which they assumed their role must be reported for each executive. 4.3 Remuneration Requirements No legal remuneration requirements are applica - ble to banks in Chile. Notwithstanding the foregoing, General Regula - tion No 461, issued by the CMF, requires public securities issuers (including banks) to disclose information about their board of directors’ and key executives’ remuneration system, as detailed below. Regarding the board of directors or equiva - lent administrative body, the following must be reported. • Members’ earnings derived from their board activities, identifying the source of these earn - ings and presenting them in a comparative format with the previous fiscal year. Earnings must be categorised into fixed income (eg, attendance fees) and variable income, which may originate from roles or employment with - in the same entity outside their board duties, as well as representation expenses, travel allowances, royalties or any other stipend. • Gender pay gap, calculated based on the mean and median (as specified in Section 5.4.2), in cases where differentiated compen - sation exists among board members, or if royalties, fees or other types of compensation are not uniformly applicable to all members.
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