Overview

Empresas Copec has a series of standards, practices and procedures to ensure the proper and efficient functioning of the Board of Directors.

These corporate governance principles seek to ensure that its management and investment practices consider economic, social and environmental aspects, translating into contributions that go beyond direct economic benefit and regulatory compliance. They also promote transparency and truthfulness in the information communicated to the market, the equitable treatment of all shareholders, the correct allocation of responsibilities within the Company and the transversal integration of sustainability and innovation in the business strategy. In this way, the company aims for its actions to generate social value and care for people, the environment and the integrity of corporate operations.

The Company complies with high standards of corporate governance and with applicable Chilean corporate governance regulations. To date, the Company has not adopted the good corporate governance practices emanating from a standard or code published by a national or foreign public or private body.

The subsidiaries, meanwhile, have adopted similar principles, which respond to a permanent concern for creating value in a sustainable manner and carrying out a reflective and informed decision-making process, with a clear long-term vision and commitment 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 Corporate Sustainabilty Assesment), Andrés Lehuedé, Juan Edgardo Goldenberg, Francisco León, and Karin Jürgensen, are independent.

During 2024, 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 2024, 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 and Compliance 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 May 30, 2024.

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 Camilo Catalan Zapata (Head of Risk), Jorge Ferrando Yañez (CIO), Marianne Haramoto (CCO), Rodrigo Huidobro (CFO) and Hernán Villagrán (Information Security Officer), who were appointed by the chief executive officer.

Sustainability Executive Committee
Its purpose is to ensure that sustainability is integrated into the Company’s long-term strategy. It is also responsible for proposing the Company’s climate strategy and roadmap, as well as monitoring the implementation of the work plan.
The committee is composed of: Jorge Ferrando Yáñez (Strategy and Development Manager), Marianne Haramoto Cabrera (Sustainability and Corporate Affairs Manager), Claudia Herrera Aedo (Head of Sustainability), Rodrigo Huidobro Alvarado (Administration and Finance Manager), Eduardo Navarro Beltrán (CEO), and Francisca Riveros Novoa (Communications Manager).

People Committee
Its main role is to develop and implement policies related to people management, aiming to ensure their well-being, development, and growth within the organization.
Its members are: Marianne Haramoto Cabrera (Sustainability and Corporate Affairs Manager), Rodrigo Huidobro Alvarado (Administration and Finance Manager), Eduardo Navarro Beltrán (CEO), and Marcela Rojas Vera (Head of Administration and Well-being).

Free Competition Compliance Officer
The Free Competition Compliance Officer is responsible for ensuring that the Company’s actions comply with laws, regulations, and procedures related to free competition. This role also involves carrying out the tasks assigned in the Free Competition Manual, which has been approved by the Company’s Board of Directors.
This position is currently held by Dolores Ugarte Perez (Board Secretary and Legal Advisor).

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 specializes in responding to and providing guidance on market behavior, business performance and the main financial, economic and legal risks. It is responsible for the timely disclosure of financial results and issuing communications of interest to investors and analysts. In addition, it reports to the Board of Directors on a monthly basis on his participation in national and international conferences and seminars, ensuring a continuous flow of relevant information.

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

b) Webcast: a platform that allows investors to learn about financial results in a timely manner and to make online consultations.

c) Institutional results video: quarterly presentation by the Chief Executive Officer, who provides a strategic vision of the Group’s main progress, milestones and challenges

d) Corporate and Investor Website: portal with relevant and updated information, including earnings reports, corporate presentations, news and minutes of Shareholders’ Meetings.

e) Investor Day: Conference for direct interaction with investors, providing them with a comprehensive view of the corporate strategy and financial performance

f) Social Networks: On LinkedIn, the Company shares publications that report on progress, milestones and relevant news of the Company and its subsidiaries. The Company also has a YouTube channel where all official videos and live broadcasts are posted, such as the last Shareholders’ Meetings.

g) Corporate Magazine: This institutional magazine is published digitally every four months, with the purpose of providing information on the different initiatives developed by the Company and its subsidiaries, investments and notes of general interest, providing local and global coverage.e.

h) Internal Media: Bidirectional in nature, it seeks to keep employees informed in an efficient, transparent and timely manner. Among them are the corporate newsletter, strategic alignment meetings, conversations, internal communications and instances of dialogue to address contingent issues. In addition, an intranet, a digital platform designed to support employees by providing them with access to resources such as information, files, workflows and tools, was launched in 2023.

i) External Media: The Company seeks to maintain a fluid and transparent relationship with the media through different channels such as communication with editors and journalists, sending press releases, corporate video, among others, so that Empresas Copec’s information reaches civil society through the press. In addition, the media is provided with timely information on the Company’s management.

j) Hotline: Communication channel

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) 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.

f) 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.

g) Code of Ethics

h) Habituality Policy

i) Conflict of Interest Management Policy

j) Offense Prevention Policy

k) Policy on Relations with Public Officers Occupational Health and Safety

l) General Tax Policy

m) Antitrust Policy and Manual

n) Complaints and Consultation Channel Procedure

o) Diversity, Inclusion and Respect for the Person Policy

p) Human Rights Policy

q) Supplier Code of Conduct