Director’s Committee

Pursuant to circular letter N°1.956 of the Superintendency of Securities and Insurance (SVS), an ordinary board meeting held on May 28, 2016 appointed the members of the Directors’ Committee referred to in article 50 bis of Law N°18.046. The members appointed were Messrs. Andrés Bianchi Larre, Juan Edgardo Goldenberg Peñafiel and Gabriel Bitrán Dicowsky. It should be noted that the latter is the indepent Director and was appointed president of the Committee in a meeting held on May 18, 2016.

In 2017, the Committee fulfilled its duties and exercised the faculties set forth by law which, among other matters, entailed analyzing the reports submitted by the independent auditors, the quarterly financial statements, the remuneration systems and compensation plans for senior managers and officers, and lastly the information concerning operations laid down in Title XVI of Law N°18.046 on corporations. Regarding the latter, it should be highlighted that the Committee reviewed the transactions referred to in such Title, noting that the operations undertaken were in accordance with market conditions.

The main activities undertaken by the Directors’ Committee in the 2017 period are outlined below.


Meeting Nº104, held on January 25, 2017
Risk Management Servicios Corporativos Sercor S.A. presents risk management issues at Empresas Copec S.A.
Internal audit. Proposing to the Company’s Board of Directors the engagement of KPMG as internal audit company is agreed.

Meeting Nº105, held on March 15, 2017
2016 Financial Statements and Report of the External Auditors. Approving the financial statements for financial year 2016, and the relevant Report of the External Auditors, is agreed.
Agreements with Related Companies. Transactions with related companies in financial year 2016 are reviewed, without observations. The legal fees of Portaluppi, Guzmán y Bezanilla Asesorías Limitada, are reviewed.
Internal control. The scope of the internal control audit of the Company is analyzed.
External Auditors Proposing to the Company’s Board of Directors the appointment of PwC as external auditors of the Company for financial year 2017, is agreed, in order for the Board to propose it to the Ordinary Shareholders’ Meeting.
Private Risk Rating Agencies. Proposing to the Company’s Board of Directors the appointment of Fitch Chile Clasificadora de Riesgo Limitada and Feller Rate Clasificadora de Riesgo Limitada as private risk rating agencies for financial year 2017, is agreed, in order for the Board to propose it to the Ordinary Shareholders’ Meeting.

Meeting Nº106, held on May 22, 2017
Financial Statements as of March 31st, 2017. Approving the financial statements for the first quarter of financial year 2017 is agreed.
Agreements with Related Companies. Transactions with related companies in the first quarter of 2017 are reviewed, without observations. The fees for the Information Security Officer services, provided by SerCor S.A., are approved

Meeting Nº107, held on May 29, 2017
Corporate Governance. The preliminary version of the Study requested by the Committee, to analyze the Best Practices in the operation of Directors’ Committees, is presented.

Meeting Nº108, held on July 18, 2017
Corporate Governance. The final version of the Study requested by the Committee, to analyze the Best Practices in the operation of Directors’ Committees, is presented.

Meeting Nº109, held on August 28, 2017
Internal Audit. KPMG presents its progress in the internal audit report at Empresas Copec S.A.
Risk Management Servicios Corporativos Sercor S.A. presents risk management issues at Empresas Copec S.A.
Financial Statements for the first half of the year and Auditors’ Reports. Approving the financial statements for the first half of 2017, and the relevant Report of the External Auditors, is agreed.
Transactions with Related Companies. Transactions with related companies in the first half of 2017 are reviewed, without observations.Proposing to the Company’s Board of Directors the granting of loan to the affiliate Pesquera Iquique – Guanaye S.A., is agreed.Engaging the connectivity services presented by Red to Green S.A., is approved
Portfolio Management Bid. Recommending that the Company’s Board of Directors approves the administrators of the investment portfolio in dollars delivered by the Company to third parties, is agreed.

Meeting Nº110, held on November 8, 2017
Transaction with Related Company. Proposing to the Company’s Board of Directors the securing of the loan of the affiliate Pesquera Iquique – Guanaye S.A., is agreed.

Meeting Nº111, held on November 20, 2017
Financial Statements for the third quarter of the year and Auditors’ Reports. Approving the financial statements for the third quarter of financial year 2017 is agreed.
Agreements with Related Companies. Transactions with related companies in the third quarter of financial year 2017 are reviewed, without observations. The administrative services agreement with the affiliate Inmobiliaria Las Salinas S.A., is approved.

Meeting Nº112, held on November 30, 2017
Corporate Governance. Proposing to the Company’s Board of Directors the commissioning of a Compensation Study was agreed.

Meeting Nº113, held on December 20, 2017
Internal Control and progress of the external audit. The Internal Control Report presented by the external auditors PwC is examined.
Risk Management Servicios Corporativos Sercor S.A. presents risk management issues at Empresas Copec S.A.
Internal Audit. KPMG presents internal audit report at Empresas Copec S.A.
Remuneration system for managers and executives. The remuneration systems for the Company’s senior managers and executives are presented for review.
Corporate Governance. It is agreed to analyze eventual actions to be taken regarding Best Practices in the operation of Directors’ Committees, based on the Study commissioned by the Committee.
In 2017, the Committee incurred the following expenses: UF 500 a Study to analyze the Best Practices in the operation of Directors’ Committees.
The Committee has prepared an Annual Management Report that will be informed in the next Ordinary Shareholders’ Meeting.