The Board of Directors of Empresas Copec, which is made up of nine independent and controller-related members with a renowned professional track record and complementary competencies, has an important role in the management of the overall strategy and key financial decisions of the company. Its main tasks include: selecting, assessing, removing and supervising the CEO replacement process; giving advice and supervising the selection, evaluation, development and remuneration of the senior management; reviewing, approving and monitoring the strategy and controlling operations; reviewing, approving and monitoring the key financial decisions (dividends, capital structure, indebtedness) and the major activities (transactions, divestments, investments, etc.); assuring effective risk management; guaranteeing the representativeness of the financial statements; safeguarding compliance with the law and the self-regulation norms; monitoring the relationship with the authorities and key market agents; keeping shareholders constantly informed so they can take the action they deem fit, among others. The Directors’ Committee periodically addresses issues of strategic importance and reviews the financial statements, transactions with related companies, the remuneration policies and audits, among other matters. All this embraces what has always been a requirement in the Company, i.e., that its management and investment decisions are always undertaken safeguarding the interests of the minority shareholders. The members of the Board of Directors and the Directors’ Committee receive remuneration commensurate with their responsibilities and in keeping with market standards, and they have timely access to all the information needed for meetings. The shareholders opinions and concerns are permanently taken into account, enhancing their informed participation in shareholders’ meetings and facilitating the exercise of their right to speak and vote.
Empresas Copec’s main interest groups are investors and financial analysts, civil society, regulators, media and governmental institutions, among others. For each of these groups, the Company has set out a series of procedures, instruments and channels that allow minimizing information asymmetries, facilitating a proper operation of the capital market and aligning the management’s interests with those of the shareholders, the workers and the environment. The company regularly provides all of its interest groups with transparent, truthful, and representative information; promotes informed participation of all shareholders at the Shareholders Meetings, protecting their right to speak and vote; ensures that management and investment decisions take into account the interests of all shareholders. On the other hand, the Company has a strict audit policy, which provides that the audit manager, the responsible partner or the audit firm rotate with a minimum frequency of once every 5 years, and whose objective is to protect the total independence of this process and to ensure the transparency of financial information. Empresas Copec also has an Investor Relations area, in charge of serving and advising investors and analysts on the behavior of markets and the pace of businesses; make regular result presentations; issue communications; and participate in national and international conferences. The company also has a corporate website and a website for investors, through which it provides relevant and updated information, such as the Company’s bylaws, minutes of the Shareholders’ Meetings, financial statements, annual reports, sustainability reports , press releases, news and a list of analysts covering the Company, Manual for the Management of Information of Interest for the Market, Corporate Governance Practices and Procedures, Code of Ethics, Community Contribution Policy, Sustainability Policy, Risk Management Policy, Crime Prevention Policy, Antitrust General Policy, General Information Security Policy, among others. In addition to the foregoing, an application for mobile phones allowing for shareholders and investors to be informed of the latest news and publications is added. Additionally, the Company has an institutional magazine circulating every 4 months, in order to provide information on the different initiatives developed by Empresas Copec and its affiliates, investments and notes of general interest. The Company also has a confidential and anonymous complaint channel, that allows for any person having information on an act or event that constitutes a breach to law No. 20,393, or that departs from the principles established in the Code of Ethics, to directly report it to company’s highest authorities.
* Best Corporate Governance Practices: July 19, 2016 * Corporate Governance, a practical approach: August 29, 2016 * Antitrust, current status and trends: August 29, 2016 * Risk Management: August 31, 2016 * Conflicts of interest: November 2, 2016 * Duties of diligence, care, loyalty, right of information and reservation affecting the Directors: November 17, 2016 * Risk Management under the NCG 385. Roles and responsibilities of the Board of Directors: November 17, 2016 * Possible legal risks associated with the use of information technologies: November 17, 2016 * Sustainability in Corporate Governance: January 10, 2017