Overview

Empresas Copec Corporate Governance seeks to ensure that management, investment and productive action practices consider economic, social and environmental aspects, and that these are translated into contributions that go beyond direct economic benefit and what is established by legal regulations. Among its most important principles are the promotion of transparent, efficient markets consistent with the rule of law; proper allocation and monitoring of responsibilities among the different authorities; protection of shareholders’ rights, in order to facilitate their exercise and ensure fair treatment; continued promotion of strategic advice; and constant concern for ensuring that management is effectively monitored by the Board of Directors, and the latter represents the interests of all shareholders.

It is worth mentioning that these principles are based on those defined by the Organization for Economic Cooperation and Development (OECD). Each corporate principle is translated into a way of doing business where key aspects include a permanet concern to create value in a sustainable manner and carry out a reflective and informed decision-making process, with a clear long-term view and committed to social, human and economic development.

Empresas Copec Corporate Governance structure consists of the following units:

Board of Directors
The board of directors is responsible for defining and assessing the general strategy of the Company in the short, medium and long term; examining, approving and monitoring key financial decisions, including the dividend policy and capital structure; overseeing management of the company operations; analyzing large investment projects, transactions and asset sales; ensure the necessary resources for proper risk management; review and approve the financial statements prepared by the Senior Management; ensuring compliance with the law and self-regulation rules; monitoring the relationship with authorities and key market agents; keeping shareholders constantly informed; recruiting the chief executive officer and reviewing his or her performance, having powers to remove him or her and oversee his or her replacement, and assisting in the recruitment, assessment, development and compensation of the Company’s senior executives, among other roles.

It is comprised solely of full members, who currently include Roberto Angelini (chairman), Jorge Andueza (vice-chairman), Marcela Achurra, Maurizio Angelini, Manuel Bezanilla, Juan Edgardo Goldenberg, Karin Jürgensen, Andrés Lehuedé and Francisco León. All of them were elected at the Ordinary General Shareholders’ Meeting held on April 28, 2021, for a three-year term. The positions of chairman and vicechairman were appointed at the Board of Directors’ Meeting held on April 29, 2021.

It is worth noting that of the nine members, seven were proposed by the controlling shareholder (AntarChile S.A.), one by Viecal S.A. and one by AFP Capital. On the other hand, and in accordance with article 50 bis of Law No. 18,046, the candidate proposed by the latter shareholder, Ms. Marcela Achurra, is an independent director. Meanwhile, under the criteria defined by S&P (methodology used by the DJSI indexes), Andrés Lehuedé, Juan Edgardo Goldenberg, Francisco León, and Karin Jürgensen, are independent.

During 2023, the members of the Board of Directors received a monthly compensation of 300 UF for the directors, 600 UF for the vice-chairman and 900 UF for the chairman, which were approved at the Annual Ordinary Shareholders’ Meeting, in accordance with the provisions of article 33 of Law No. 18,046. It is important to note that none of its members was granted any other type of bonuses or rewards for their duties as Directors.

Directors’ Committee
The Committee of Directors is responsible for proposing to the Board of Directors the names of the external auditors and private rating agencies, to be suggested and approved at the respective Ordinary Shareholders’ Meeting, and periodically reviewing the reports submitted by the external auditors, the Company’s financial statements, risk management reports, transactions with related companies, remuneration policies and compensation plans for managers, senior executives and employees, among other matters.

It is made up of three members, in accordance with article 50 bis of Law No. 18,046, who are elected among the members of the Board of Directors, ensuring that the Independent Director, who is appointed with the votes of the shareholders. It should be noted that its current members, Ms. Marcela Achurra González (Chairman), Ms. Karin Jürgensen Elbo and Mr. Juan Edgardo Goldenberg Peñafiel, were appointed at the Board Meeting held on April 29, 2021.

During 2023, each of the members of the Committee of Directors received a monthly compensation of 100 UF with the total budget amounting to 5,000 UF. Both amounts were approved at the Annual Ordinary Shareholders’ Meeting, in accordance with article 50 bis of Law No. 18,046. It is important to point out that none of its members was granted any other type of bonuses or rewards for their duties in the Committee of Directors.

Ethics Committee
The Ethics Committee is responsible for advising on ethics; defining and promoting the values and behaviors promoted in the Code of Ethics; proposing updates and amendments to the Code to the Board of Directors; and supporting the Crime Prevention Officer in the different control activities carried out by the latter, mainly in the process of identifying and analyzing complaints that apply to the Prevention Model, the determination of investigations and potential sanctions in this regard.

It is currently made up of Juan Edgardo Goldenberg, José Tomás Guzmán and Eduardo Navarro, who were elected by the Board of Directors and ratified in their positions at the Board meeting of April 26, 2018.

Information Security Committee
The Information Security Committee is responsible for implementing the policies, regulations and procedures set out in the Information Security Model, and ensuring compliance with them.
It is currently made up of José Pablo Carvallo (Senior Business Development Analyst), Camilo Catalán (Senior Accounting Analyst), Pamela Harris (Corporate Affairs Assistant Manager), Rodrigo Huidobro (Administration and Finance Manager) and Hernán Villagrán (Information Security Officer), who were appointed by the chief executive officer.

Crime Prevention Officer
The Crime Prevention Officer is responsible for applying and overseeing proper operation of the Crime Prevention Model.

Currently, this responsibility falls on Paulina Liendo, from PL Compliance, who was appointed by the Company’s Board of Directors at the meeting held on December 30, 2021, for a three-year term.

Antitrust Compliance Officer

The Antitrust Compliance Officer is responsible for ensuring that the actions carried out in the Company comply with the laws, regulations and procedures in this area, and is also responsible for executing the tasks assigned in the Antitrust Manual, approved by the Company’s Board of Directors. This role is currently performed by José Tomás Guzmán (secretary of the Board of Directors and legal counsel), who was appointed by the Board of Directors at the meeting held on March 28, 2019.

The main Stakeholders of the Company include investors and financial analysts, civil society, regulators, media and government institutions. They were identified through the AA1000 Stakeholder Engagement Standard methodology, which considers the level of Influence, Dependence and Tension.

Empresas Copec has a number of channels to minimize information asymmetries and facilitate the regular delivery of timely, transparent, truthful and representative information to all its stakeholders.

They include:
a) Investor Relations area: This area is responsible for assisting and guiding investors and analysts on the behavior of markets and business performance, making periodic financial reports, and attending national and international conferences.

This area has three members: Cristián Palacios González (Deputy Manager of Investor Relations), Camilo Milic Valenzuela, Olivia Tafra Rioja, and Isidora Nario Delgado, who are permanently available to answer investor queries.

b) Webcast: This system, used by the investor relations area, allows investors to connect to the earnings reports releases via the Internet and make online inquiries.

c) Earnings Institutional Video: This system, used by the investor relations area, allows investors to connect to the earnings reports releases via the Internet and make online inquiries.

d) Corporate and Investor Website: The corporate website and the website for investors provides key, up-todate information and grant access to documents such as the Company’s bylaws, minutes of Shareholders’ Meetings, financial statements, annual reports, sustainability reports, earnings reports, news, list of analysts that cover the Company, manuals and corporate policies.

e) Social Media: Empresas Copec has two social media networks: LinkedIn and a YouTube channel. On the latter, all the Company’s official videos are posted, as well as live broadcasts, such as the 2020 and 2021 Shareholders’ Meetings. Meanwhile, on LinkedIn, publications are shared that report on developments, milestones and relevant news of the Company and its subsidiaries.

f) Corporate Magazine: This corporate magazine is issued digitally every four months to provide information on the different initiatives developed by Empresas Copec and its
subsidiaries, investments and articles of general interest, reaching local and global coverage.

g) Internal Media: These bi-directional channels aim to keep Empresas Copec’s employees informed in an efficient, transparent and timely manner. They include the corporate newsletter, strategic alignment meetings, conversations, internal statements and dialogues to address contingent issues. Additionally, we are working on the development of an intranet, which is expected to be available to employees during the first half of 2022.

Empresas Copec has a series of corporate policies to ensure effective and efficient management, and guarantee law enforcement and self-regulation rules. They include:

a) Manual for Handling Information of Interest to the Market: This Manual sets out the provisions related to the use and/or disclosure of inside information, the reporting obligations regarding transactions and holding of Company shares in accordance with article 12 of the Corporations Law, and the prohibitions to carry out transactions in certain periods in order to ensure a correct symmetry in the access and use of public information. This document is mandatory for directors, chief executive officer, managers, senior executives, employees and advisors with access to inside information, and external auditors of the Company.

b) Risk Management Policy: This document sets out a methodology to systematically recognize internal or external events that may pose risks to the achievement of business objectives, as well as to carry out their evaluation, mitigation and monitoring.

c) Policy on Information Security: This Policy sets out the guidelines on hich the adoption, implementation and operation of the Company’s Crime Prevention Model is based, in accordance with provisions of Law No. 20,393 on Criminal Liability of Legal Entities and all its amending laws. It is worth mentioning that the Model was recertified in 2020, for a two-year period.

d) Community Contributions Policy: This document sets out the criteria to ensure that the Company’s contributions are made in accordance with its principles and values, and are for the direct benefit of the community.

e) Crime Policy Policy:  This Policy sets out the guidelines on which the adoption, implementation and operation of the Company’s Crime Prevention Model is based, in accordance with provisions of Law No. 20,393 on Criminal Liability of Legal Entities and all its amending laws. It is worth mentioning that the Model was recertified in 2020, for a two-year period.

f) Sustainability Policy: This document establishes the principles, guidelines and general directives that ensure that the development of the Company’s activities is carried out under the highest sustainability standards.

g) Financing Policy: This Policy seeks to ensure that the Company’s financing decisions comply with the criteria of financial soundness, optimal allocation of capital and strategic matching of cash flows, in order to ensure the longterm business continuity, maintain a appropriate capital structure and sustained growth over time, and maximize the Company’s value.

h) Corporate Governance Procedures
It establishes practices and procedures that ensure adequate and efficient functioning of the Company’s Board of Directors. They include guidelines for the application and induction process for new Directors; mechanisms for analysis, detection and assessment of the adequacy, timeliness, importance and ease of understanding of the various disclosures that the Company makes to the market; the process of hiring consultants to the Board; CEO and/or Senior Executives replacement procedure; and the continuous training process for Directors, which includes updating on best corporate governance practices, inclusion issues, diversity and sustainability reports, risk management, rulings, fines, and conflicts of interest.

It is worth noting that during 2021, the members of the Board of Directors attended the following training sessions:

• The Constituent Process: Development and Implications.

• Big Data and Digitization: Great Challenges, Great Opportunities.

• Free Competition: New Trends and Their Impacts on Boards.

• Draft Law on economic crimes amending Law No. 20,393 on criminal liability of legal persons.

•Taxes, what to expect in Chile and in the world.