Changes The Statute Orga Nico Of The Corporación N Nacional Del Cobre De Chile (Codelco) And The Rules On Disposicia N Of Its Mining Properties That Are Not Part Of Deposits On Current Explotacia N

Original Language Title: MODIFICA EL ESTATUTO ORGÁNICO DE LA CORPORACIÓN NACIONAL DEL COBRE DE CHILE (CODELCO) Y LAS NORMAS SOBRE DISPOSICIÓN DE SUS PERTENENCIAS MINERAS QUE NO FORMAN PARTE DE YACIMIENTOS EN ACTUAL EXPLOTACIÓN

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Be inserted between the words "expression" and "CODELCO CHILE", the words "CODELCO or". "

(b) replace the expression "Department" with the following: "the commune".
(c) Intercalanse, then of the phrase "indefinite duration", the following: "subject to the supervision of the Superintendency of securities and insurance on the same terms as open corporations, without prejudice to the provisions of the Decree Law Nº 1.349, 1976, which creates the Chilean copper Commission, and".
(d) delete the expression "and shall be governed by the rules of this decree law, the statutes and by the provisions of common law insofar as they are compatible with the provisions of these rules".
(e) Agreganse the following second and third subparagraphs: "CODELCO shall be governed by the rules of this Act and the statutes, and in matters not provided for therein and insofar as it is compatible and is consistent with the provisions of these rules, by the rules governing open corporations and by the common law" , in which it is applicable.
Provisions of the first subparagraph shall be without prejudice to the audit powers of the Chamber of Deputies, in fulfilment of its constitutional powers. "."

2. replace article 6 th, by the following: "article 6.-before 30 March each year, the directory must approve the Business Plan and development of the company for the next three years. This plan should incorporate the annual amounts of investment and financing, and the annual surpluses that it is estimated that the company will generate during this triennium and knowledge of it must be given to the Ministers of finance and mining.
With reference to this plan, bearing in mind the balance of the company with a view to ensuring the competitiveness of the company, before 30 June of each year and the immediately preceding year shall be determined, using Decree founded, joint and exempt from the ministries of mining and finance, the amounts that the company will allocate to the formation of capitalization and reserve funds.
Liquid earnings resulting balance after deduction of the amounts referred to in the preceding paragraph, shall vest in domain to the State and be credited to revenue General of the nation. "."

3 deleted from article 7 the phrase "and to its Executive Chairman", and add, then point apart that it happens to be followed, the following sentence: "The directors shall apply to the rules on rights, obligations, responsibilities and prohibitions to the effect in law Nº 18,046, without prejudice to the provisions of this Act.".

4. replace article 8 ° for the following: "(Artículo 8°.-El directorio estará compuesto de la siguiente forma: a) three directors appointed by the President of the Republic."
(b) two representatives of the workers of the enterprise, chosen by the President of the Republic on the basis of separate machines that, for each position, should propose the Federation of copper workers, on the one hand, and the National Association of copper supervisors and the Federation of copper supervisors altogether, on the other. Both machines must be submitted by the respective associations to the President of the Republic with an anticipation of, at least, thirty days from the date in which there occur the expiry of the period in office of the respective director, without prejudice to the provisions of the third paragraph of this article.
(c) four directors appointed by the President of the Republic from a slate of three proposed for each office by the Council of senior public management, with the affirmative vote of four-fifths majority of its members. The appointment will be for pairs, should the President appoint them simultaneously. Director candidates may not be included in more than one triplet. The President of the Republic may refuse once every three, in which case the triplet not challenged must be in rejected for the purposes of this issue. The triads should be submitted by the Council of senior public management to the President of the Republic with, at least sixty days prior to date which should result in the expiry of the period in the office of the respective director, without prejudice to the provisions of the third paragraph of this article. For the preparation of the triads, the Council of the senior public management will establish a special procedure of search and selection of candidates for director. This procedure can contemplate the participation of a company of international renown in the field of selection of executives, which should propose to the Council a roster of potential candidates to director of the company.
Those who have been appointed directors in accordance with provisions in the letters a) and b) of the preceding paragraph shall, before taking office, submitted an affidavit in which declared not to be subject to the incompatibilities and disabilities of the office. Respect those who integrate the triplet in the case) of the preceding subsection, the Declaration must be presented to the Council of senior public management. Without limiting the foregoing, all directors of the company must submit the statements of heritage and interests referred to in the decree with force of law No. 1 of 2001, the Ministry General Secretariat of the Presidency, which sets the revised text, coordinated and systematized law No. 18.575.
Directors will last four years in office, and may be appointed for further periods. The Board will be renewed by installments and may not be revoked in its entirety. If any of the directors cesare in their functions prior to the respective period, will proceed to appoint the new directors that corresponds in the same manner provided for in this article, for the remaining period, which must be followed in the appointment procedure corresponding depending on whether director that has continued in his position was one of the directors referred to in the lyrics to) ((, b) or c) of the first subparagraph preceding. In the case of the directors referred to in point (b)), the copper workers Federation or the National Association of copper supervisors and the Federation of copper supervisors altogether, as the case may be, shall submit the respective machine within a period of thirty days from the date in which the relevant director has ceased in office to the President of the Republic. In the case of the directors referred to in point (c)), the Council of senior public management shall submit to the President of the Republic the respective terna, within a period of thirty days from the date in which the relevant director has ceased in office.
The President of the Republic shall appoint, from among the directors, the Chairman of the Board. In his absence, will take over as President of the one of the directors elected by the directory itself from among those listed in the letter a) of this article.
The directory may operate with the assistance of at least seven of its members. Agreements shall be taken by an absolute majority of the members present and, in case of tie, decide the vote of who preside over the session.
Directors must abstain from voting in those cases in which, in accordance with the rules applicable to the open joint-stock companies, with interest. For these purposes, means that directors who referred to b) of the first subparagraph of this article acting on behalf of the workers of the company and, consequently, have interest in the acts, contracts or negotiations affable to them.
The directors are entitled to a compensation, which shall be established by the Ministry of finance. To determine such remuneration, the Minister of finance may consider the proposal for a Special Commission designated thereto, which shall be composed of three persons who have held the position of Finance Minister or Director of budgets of the company's Executive Chairman. The Commission must formulate referred proposition considering pay that for similar charges are in the public and private sectors, and may also include, in compensation proposed, components associated with attendance at meetings, participation in committees, and to the fulfillment of annual goals of profitability, economic value and performance of the conventions. "."

5 Agreganse, then Article 8, the following articles 8 °, 8 ° B and 8 ° C: "(Artículo 8° A.-Sólo podrán ser nombrados directores de CODELCO las personas que cumplan, a lo menos, con los siguientes requisitos: a) not have been convicted or be accused by crime that worth disturbing or disabling perpetual to perform public offices or charges" or having been declared bankrupt, or have been, administrator or legal representative of failed people convicted on charges of culpable or fraudulent bankruptcy and others set forth in the articles 232 and 233 of book IV of the commercial code;
(b) be in possession of a professional title of a career, at least, ten-semester, awarded by a university or Institute professional State or recognized by this, or an equivalent level awarded by a foreign university title, and accredit professional experience of at least five years, continuous or not, as director, Manager administrator or Chief Executive in public or private companies, or first or second hierarchical level in utilities charges. (This requirement is not applicable for the case that being a director appointed in accordance with point (b)) item 8 th, is a worker of the company, and (c)) own spotless commercial and tax background.

Article 8 ° B.-without prejudice to the provisions of the preceding article, not may be appointed directors of CODELCO, exclusively, persons listed below: to) the senators and deputies.
(b) the Ministers and undersecretaries of State and other officials of the exclusive confidence of the President of the Republic.
(c) the heads of service, the immediate senior management which should take it and officials of equivalent degree.
d) Presidents, Vice-Presidents, General Secretaries or treasurers of the Central, regional, provincial, or communal policies of political parties and trade unions and trade union organizations, except in the case of the director referred to in point (b)) of article 8 with respect to the Enterprise Trade Union and trade union organizations.
(e) the mayors, Councillors and members of the regional councils.
(f) the candidates for mayor, Councillor, or parliamentary districts, electoral districts or constituencies Senatorial, as appropriate, where it operates the company, since the Declaration of candidacies and up to age six months from the date of the respective election.
(g) the officials from the ministries of finance and mining, the Superintendency of securities and insurance, and the Chilean copper Commission.
(h) public servants who exercise directly and according to the law, functions of control or control in relation to CODELCO.
Shall be considered causal of incompatibility of a director who acquire any of the qualities set out in this article or any of those referred to in the letter to) of the preceding article, or if you fail to comply with the provisions of point (c)) of the same article.

Article 8 ° c.-only are causal injunctions for the position of director as follows: to) expiry of the period for which it was named.
(b) waiver filed with the Board of the company.
(c) legal incapacity impending for the position.
(d) engage in any causal inability or incompatibility.
(e) Unexcused absence to four or more regular sessions of the Board in a calendar year.
(f) have included maliciously inaccurate data or have maliciously omitted relevant information in any statements of heritage or interests, or the affidavit of incompatibilities and disabilities referred to in article 8 of this law.
(g) have spoken or voted in agreements affecting operations in which, their spouse, or their relatives up to the third degree of consanguinity or second of affinity, inclusive, have an interest of heritage character.
(h) have voted the company agreements involving a serious and manifest breach of statutes or legislation that is applicable to the company and, or cause significant damage to it.
Removal of directors appointed pursuant to the letters b) and (c)) of article 8 of this law that have been incurred in any of the grounds of the letters c), d), e), f) or g) above shall be declared by the Court of appeals of Santiago, which will meet in room and single instance at the request lodged by the President of the Republic or by four directors of the company which must be founded. The above requirement will have preference for your vision and judgment and sentence shall be given within the term of thirty days counted from the view of the cause. While the Court's decision is pending, this may impose the temporary suspension of the director affected functions that are appropriate under their charge. Once enforceable the failure that has hosted the interposed requirement, the affected director shall immediately cease in their roles, and the Court, in case of from be, refer the background to the Court concerned, in order to make effective the civil or criminal liability that may be coming.
Directors appointed in accordance with provisions in the letter to) of article 8 of this law that have been incurred in any of the grounds of the letters c), d), e), f) or g), above, will be removed by the President of the Republic, who shall be based removal in the appropriate causal.
Any Director who has incurred in the grounds of the letter h) will be removed, founded, by the President of the Republic. "."

6. replace article 9 °, by the following: "article 9.-the Board shall be vested with all the powers of administration and disposition that the law or the Statute do not set as custodial of the President of the Republic in accordance with article 11 of this law, without prejudice to the powers which the Executive Chairman. For these purposes, and unless the following enumeration import limitation whatsoever, in addition to the ordinary powers of administration, the Board may: to) appoint and remove the Executive President.
(b) approve and send to the Ministry of finance, within the period provided by this Ministry, founded estimation of the amount of income and surplus to be transferred to the Treasury in the financial year of the following year.
(c) prepare the annual budget of the company and its eventual amendments and submit it to the Minister of finance for approval.
(d) establish a Board of Directors which shall have the same powers and duties referred to in article 50 bis of law No. 18,046.
The Board of Directors will be composed by the four directors appointed in accordance with the provisions of point (c)), of article 8 of this law. In the event that any of the directors referred to in the above-mentioned letter c) item 8 ° of this law cesare in office before completing his term, will be replaced in his duties on the Board of directors by another director elected by the Board of Directors, which will last in his duties until he assumes the replacement as director.
(e) arrange the transfer to the Treasury of earnings in accordance with the law and agree to this transfer of accumulated funds.
(f) report to the Central Bank, at the latest on September 1 of each year, estimate global annual and anticipated expenses in foreign currency and exports that take place the company in the following year.
(g) establish, participate or take interest in corporations and companies, either that is their nature, inside or outside the country, for the best achievement of the goals of the company, without prejudice to the provisions of the Decree Law N ° 1.167, 1975, and modify them, dissolving them and settle them. Policy for distribution of profits or dividends from these corporations and partnerships, and any modifications made to these policies, must be informed to the Ministry of finance in conjunction with the annual budget of the company.
(h) have the disposals of assets and, subject to the respective budgets, agree acquisitions of immovable property, without prejudice to the provisions of the Decree Law Nº 1.167, 1975.
(i) authorize the hiring of internal or external loans in national or foreign currency. The credits that the company hires must be approved by trade, by the Ministry of finance. For credits to over one year period, require also that authorization to initiate corresponding negotiations.
The company will be affected to the provisions of article 44 of Decree Law No. 1.263 of 1975, governed in this regard the authorisation procedure referred to in the foregoing paragraph of this letter.
j) appoint persons who will be proposed to the positions of Directors of subsidiaries and joint ventures, must be observed in such designation the provisions of articles 8 ° and 8 ° B. "."

7. replace article 10 °, by the following: 'article 10.-the President and CEO is responsible for executing agreements of the Board and overseeing all productive, administrative and financial activities of the company, in the form in which this law establishes. Apply to the President and CEO the rules on liability, powers, duties, rights, prohibitions, disabilities and incompatibilities provided for managers in law Nº 18,046, as also, disabilities and incompatibilities that the present law for directors.
Without limiting the foregoing, the Executive Chairman will have the powers delegated by the Board and the functions that this determined. "."

8. replace article 11 °, by the following: "Article 11.-the President of the Republic, by joint decree of the ministries of mining and finance, approve and amend the bylaws of the company.".

9 Agreganse, then of article 11, the following articles 11 ° and 11 ° b
"Article 11°-in everything that does not object to the terms of this Act and the public nature of the company, will correspond to the President of the Republic to exercise the powers and functions conferred by law Nº 18,046 shareholders and the shareholders.

Article 11 ° B.-the President of the Republic may delegate, totally or partially, the duties and powers referred to in the previous article, as well as other established in this law, the Ministers of finance and mining together. In the exercise of those powers and duties, the President of the Republic or the Ministers of finance and mining, where appropriate, may be advised by agencies or entities of the public sector, which for this sole purpose shall be entitled to request the company's all background information which are necessary for such purposes. "."

10 Introducense the following modifications in (b)), article 13: a) insert in the current final paragraph, the expression "company" and "they must have the evaluation", the following: "and its subsidiaries turning mining which holds more than 65% of the capital".
(b) add the following new final paragraph: "In the investment budget will identify the maximum amount imported projects for annuities following crawl.".

11 Eliminanse in article 24, the word "reserved" and the comma preceding it.

12. delete article 28.