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INTRODUCES IMPROVEMENTS TO THE REGULATIONS GOVERNING CORPORATE GOVERNANCE OF COMPANIES

Original Language Title: INTRODUCE PERFECCIONAMIENTOS A LA NORMATIVA QUE REGULA LOS GOBIERNOS CORPORATIVOS DE LAS EMPRESAS

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LAW NO. 20,382 INTRODUCES IMPROVEMENTS TO THE REGULATIONS GOVERNING CORPORATE GOVERNMENTS OF COMPANIES Having present that the National Congress has given its approval to the following Bill: " Article 1 °.-Enter the following amendments to Law No 18.045, Securities Market Act: 1. Amend Article 1, as follows: (a) Add in the first subparagraph, between the expression "values;" and "the issuers" the phrase "open-ended public limited companies;". (b) Eliminate the second indent. 2. Remove the third and fourth points of Article 3. 3. Amend Article 4 ° as follows: (a) Replace the second subparagraph, by the following: " The Superintendence, by means of a general rule, may provide that certain types of offer of securities do not constitute public tenders, in consideration of the number and type of investors to whom they are directed, the means through which they communicate or materialize and the amount of the securities offered. "(b) Substitute in the third subparagraph the word" resolutions "for" rules ". 4. Amend Article 4 (a) as follows: (a) Intercalase, in point (c), following the expression ", guarantees", the following: ", preferences". (b) Add the following point (f): " (f) Qualified investors: to institutional investors and securities intermediaries in own account transactions, as well as natural or legal persons who habitually carry out transactions with securities by significant amounts or by their profession, activity or assets to be presumed to have a finished knowledge of the functioning of the stock market. The Superintendence, by means of a general rule, will determine the conditions and parameters that determine that these persons qualify as investors of this class. " 5. Amend Article 5 (5) as follows: (a) Replace the words "register" in the second indent by the following "they must register". (b) Substitute in point (c) of the second subparagraph the sentence from the words "referred to in the second indent of Article 1" and "by the phrase" anonymous holding 500 or more shareholders or at least 10% of its subscribed capital a minimum of 100 shareholders, excluding those who individually or through other natural or legal persons, exceed that percentage, and (c) Add in point (d) of the second subparagraph between the word 'companies' and the word 'what', the expression "anonymous", and before the end point (.) the phrase "or that by legal obligation must be recorded". (d) Add the following final indent: " The application for the registration of an issuer in the securities registry shall be necessarily accompanied by a request for the registration of the securities which the issuer shall publicly offer. However, they shall not be obliged to offer the registered securities until after one year after registration. " 6. Replace, in the second paragraph of Article 6, the words 'securities and companies' by the words 'the shares'; add, between the expression 'means' and the article 'the', the words '(c)', and replace the words 'the words' Article 1 (2), second paragraph, of Article 5 (1). 7. Replace Article 7 ° by the following: " Article 7 °. Persons who are legally required to be subject to supervision, supervision or supervision of the Superintendence, and not those referred to in the first paragraph of Article 1, shall not be required to register in the Record of Values. However, the persons mentioned above must comply with the information obligations imposed on them by the laws. The Superintendence shall establish, as a general rule, the information that the entities indicated in the preceding paragraph, which are not securities issuing institutions, shall provide to the Superintendency and the general public. Such information may not exceed what is required of issuers of securities, both in terms of content and periodicity, form and advertising, without prejudice to the powers of the Superintendence to carry out additional requirements to be explained the need to specifically monitor the type of activity of the entity or industry that it integrates. To this end, the Superintendence may determine that the reporting entities are registered in special registers, setting, as a general rule, the requirements for this. " 8. Amend Article 10 as follows: (a) Replace the first indent, as follows: " Article 10. The entities registered in the Registry of Securities will be subject to this law and its complementary rules and must provide the information that establishes the law to the Superintendence and the general public with the periodicity, publicity and in the (b) The following point shall be determined by the Superintendency as a general rule. "(b) In the second subparagraph, the following point shall be added:" It shall be the responsibility of the board of each institution to adopt a internal rules providing for procedures, control mechanisms and responsibilities which ensure such disclosure. The respective rule must conform to the general rule which dictates the Superintendence. '(c) Amend the fourth indent, as follows: (i) Eliminate the word' skilful '. (ii) Intercalase between the word' adoption ' and the final point (.), the phrase "by technological means to enable the Superintendence". 9. Replace in the first paragraph of Article 11, the expressions "entities other than the public limited companies, but subject to the supervision of the Superintendence in accordance with this law" for the following: " issuers of offer securities public other than public limited liability companies. ' 10. Amend Article 12 as follows: (a) Replace the first indent, as follows: " Article 12. Persons who directly or through other natural or legal persons hold 10% or more of the subscribed capital of an open public limited company, or who, because of an acquisition of shares, have such a percentage, as well as directors, liquidators, principal executives, managers and managers of such companies, irrespective of the number of shares held directly or through other natural or legal persons, shall inform the Superintendency and to each of the stock exchanges of the country in which the company has registered securities for its (a) the price of the stock, or the sale or disposal of shares in that company. The same obligation shall apply in respect of any acquisition or disposal of contracts or securities whose price or result depends or is conditional, in whole or in part, on the change or change in the price of such shares. The communication must be sent no later than the next day following the completion of the operation by the technological means indicated by the Superintendence by means of a general rule. "(b) Add the following third indent:" Superintendence shall, by means of a general rule, determine the means by which the information provided for in this Article must be sent. " 11. In Article 13, the words 'the companies audited' shall be replaced by the following 'issuers'. 12. Amend Article 15 as follows: (a) Reposition point (a), by the following: " (a) In the case of shares where the issuer has not met the requirements set out in point (c) of the second indent of Article 5 of this Law in the course of the preceding six months; '. (b) Replace (b) the following:' (b) Where the securities have been entered on a voluntary basis and so requested by the issuer, except in the case of a compulsory registration; '. 13. Replace the heading of Title IV, by the following: "TITLE IV OF TRANSACTIONS ON SECURITIES OF PUBLIC OFFERING". 14. Add the following Articles 16, 17, 18, 19 and 20: " Article 16. Issuers of securities of public offering shall adopt a policy establishing rules, procedures, control mechanisms and responsibilities, in accordance with which directors, managers, administrators and principal executives, as well as entities directly controlled by them or through third parties may acquire or dispose of securities of the company or securities whose price or result depends or is conditional, in whole or in significant part, on the variation or evolution of the price of those securities. Such a policy may impose, inter alia, the following limitations on the persons referred to in the preceding subparagraph: (a) A total and permanent prohibition of any of the operations indicated in the preceding paragraph. (b) a temporary prohibition, for periods defined by the directory in consideration of the activities, events or processes of the entity, during which they shall refrain from any of the operations indicated in the preceding paragraph. (c) a permanent prohibition to acquire and dispose of, or to dispose of and subsequently acquire, the securities referred to in the preceding paragraph, if such transactions do not occur at least within a specified period of trading days. In the cases referred to in the preceding letters, as well as in other cases which may be adopted by the internal policy of each entity, it may be established that the violation of the prohibition shall lead to the offender, in addition to the employment effects which correspond, the obligation to pay, to the respective entity, a fine equivalent to: (i) a percentage of the transaction or (ii) the total amount of the gain obtained or the loss avoided. The application of this fine will not prevent the application of the legal sanctions which are (a) when the law has also been infringed. The rules adopted by the directory or administrator in accordance with this article, and their corresponding modifications, must be brought to the attention of the public, by means of a notice inserted in a national circulation journal or in their Internet site, when you have this medium. Article 17. Directors, managers, administrators and principal executives, as well as entities directly controlled by them or through other persons, shall report to each of the stock exchanges in the country in which the issuer is located. registered, its position in securities of the company and the entities of the business group of which it is a party. This information shall be provided on a third working day when the persons assume their position or are incorporated in the public register referred to in Article 68, when they leave office or are removed from the register, as well as each time they leave office. that position is significantly modified. Article 18. The persons referred to in Article 16 shall, in addition, report monthly and in a reserved form to the issuer's board or administrator, their position in securities of the entity's most relevant suppliers, customers and competitors, including those securities that they hold through controlled entities directly or through third parties. The directory or administrator of the issuer shall determine who shall be included in the above qualities, and shall have the effect of forming a reserved payroll which shall be kept duly updated. Article 19. The Superintendence, by way of general rule, shall define cases which may be exempted from the application of the restrictions referred to in Article 16. Furthermore, the Superintendence shall, by means of a general rule, determine the minimum criteria and the exceptions to be considered in the preparation and presentation of the information referred to in Article 17, as well as the opportunity and the way in which she should be sent. Article 20. The open anonymous companies shall inform the Superintendency and the stock exchanges in which their shares are transacted, the acquisitions and disposal of their shares carried out by their related persons, in the form and with the periodicity that determine the Superintendence by means of a general rule. " 15. In point (a) of Article 23, the phrase ', in so far as it complies with the rules laid down in accordance with Article 44 (e)', is inserted between the expression 'registration' and the point followed (.) ' and add the following sentence: of the separate point (.), which becomes a point followed (.): "The registration of shares in a stock exchange shall be requested within eleven months of the date of the registration of such shares in the Register of Securities." 16. Amend Article 33 as follows: (a) Add in the first subparagraph, following the separate point (.), which becomes a point followed (.), the following: " Without prejudice to this, stock brokers and securities agents must also define, make public and maintain appropriate updated, rules governing the procedures, control mechanisms and responsibilities that will be applicable to them in the management of the information that they obtain from the decisions of acquisition, disposal and acceptance or rejection of specific offers of your clients, as well as any study, analysis or other background that may have an impact on the supply or demand for securities in the transaction of which they participate. These rules and their amendments must comply with the minimum requirements laid down by the Superintendence by means of a general rule. '(b) Amend the second subparagraph as follows: (i) Intercalase, between the words' subject to 'and' the (ii) Intercalase, between the words "respective" and "approved", a comma (,). 17. Amend Article 54 as follows: (a) In the first indent, replace the expressions "which make public offer of your actions" by the voice "open". (b) Amend the second subparagraph, as follows: (i) Intercalase, between the words "national" and the point followed (.), the phrase "and on the website of the entities intending to obtain control, to dispose of such means". (ii) Replace the sentence "initiated negotiations aimed at achieving its control, through the delivery of information and documentation of this society" by " formalized negotiations aimed at achieving its control or as soon as information has been delivered or the reserved documentation of that company. " 18. Replace in article 54 A, the expressions "that make public offer of your actions" by the expression "open anonymous". 19. Delete the second subparagraph of Article 59 (f). 20. Delete the final paragraph of Article 60. 21. Replace Article 61 by the following two: " Article 61. The fact that, in order to mislead the stock market, it spreads false or tendentious information, even if it does not pursue any advantage or benefits for itself or third parties, it will suffer the lesser prison sentence in its minimum grades in the middle. The penalty indicated in the preceding paragraph shall be increased to a degree, when the conduct described is carried out by the person who, by reason of his position, position, activity or relationship, in the Superintendence or in an entity controlled by it, may possess or have access to inside information. Article 61a. In the offences referred to in Articles 59, 60 and 61, in addition to the penalties provided for, the penalty for special disablement may be imposed for the pursuit of the profession, if the author has acted in the interests of his or her condition. professional; or the special disablement of five to ten years in order to perform as manager, director, liquidator or administrator for any title of a company or entity subject to supervision of the respective Superintendence. " 22. Amend Article 68 as follows: (a) amend the first subparagraph as follows: (i) Intercalase, between the expression "effect," and "said", the phrase "shall be the responsibility of the directory of". (ii) Reposition the expression " within the third day of the event the fact must inform him any appointment, vacancy or replacement of those charges "by the phrase" to give to the Superintendence the list of persons who will integrate the public register and to give notice of any modification affecting him within the deadline of the third working day of the event the fact. " (b) Amend the second subparagraph, as follows: (i) Intercalase, between the voice "person" and "what", the word "natural". (ii) Replace, the phrase " relevant powers of representation or decision in the society in matters of the spin, regardless of the denomination given to them "by prayer" the ability to determine the objectives, plan, direct or control the superior conduct of the business or the strategic policy of the entity, either alone or together with others. In the performance of the above mentioned activities, the quality, form or form of work or contract under which the principal executive is related to the entity, or to the title or denomination of his position or work, shall not be addressed. " 23. Amend point (c) of Article 100 as follows: (a) Intercalase, between the words "administrators" and "or liquidators", the expression ", principal executives". b) Eliminate the expression "or affinity" and interleave, following the comma (,), the phrase "as well as any entity controlled, directly or through other persons, by any of them, and". 24. Amend Article 101, as follows: (a) Subparagraph the second subparagraph, passing the current third indent, to be the second indent. (b) Replace in the present third indent, which has become second indent, the expressions "the preceding points" for the following "the preceding paragraph". 25. Replace the second paragraph of Article 164 with the following: " Insider information is also understood, which is held on decisions to acquire, dispose and accept or reject specific offers of an investor. institutional in the stock market. " 26. Amend Article 165, as follows: (a) Replace the first indent of Article 165 by the following: " Article 165. Any person who, by reason of his position, position, activity or relationship with the respective issuer of securities or with the persons referred to in the following article, has inside information, must reserve and cannot use it in own or foreign profit, or acquire or dispose of, for itself or for third parties, directly or through other persons the securities on which it holds inside information. ' (b) Amend the third subparagraph, as follows: (i) expression "have" by the word "possess". (ii) Replace the term "broker", by the phrase "intermediary, and the transaction shall conform to its internal standard, established in accordance with Article 33". 27. Replace Article 166 by the following: " Article 166. The following persons are presumed to have inside information: (a) The directors, managers, administrators, principal and liquidators of the issuer or the institutional investor, if any. (b) the persons referred to in (a) above, who are in the controller of the issuer or of the institutional investor, where appropriate. (c) the controlling persons or their representatives, who carry out operations or negotiations aimed at the disposal of the control. (d) Directors, managers, administrators, proxies, principal executives, financial advisors or traders of securities intermediaries, in respect of the report Article 164 (2) and the second subparagraph of Article 164 (2) of the Treaty on the placing of securities which have been entrusted to them. They are also presumed to have inside information, to the extent that they had direct access to the fact that the information was made, the following persons: (a) the principal and dependent executives of the external audit firms of the issuer or of the institutional investor, if any. (b) Partners, managing managers and senior executives and members of the classification boards of risk classification societies, which classify securities of the issuer or the issuer. (c) Dependents working under the direction or direct supervision of directors, managers, administrators, principal or liquidators of the issuer or the institutional investor, if any. (d) persons providing services of permanent or temporary advice to the issuer or institutional investor, where appropriate, to the extent that the nature of their services may allow them access to such information. (e) Public servants who are dependent on institutions that tax issuers of securities of the public offering or of funds authorised by law. (f) the spouses or cohabitants of the persons referred to in point (a) of the first subparagraph, as well as any person who has spoken at the same address. " 28. Replace Article 167 by the following: " Article 167. Persons who, by reason of their position or position, hold or have access to inside information, obtained directly from the issuer or institutional investor, if any, or through the persons indicated in the previous article, be obliged to comply with the rules of this Title even if they have ceased in the respective relationship or position. " 29. Interleave in the first paragraph of Article 168, between the words "managers" and "or operators", as well as between the expressions "managers" and "or liquidators", the expression ", principal executives". 30. Interleave in the last paragraph of Article 169, between the words "proxies," and "advisors," the expression "chief executives," 31. It shall be inserted in the first paragraph of Article 170, between the words "Title" and ", as well as", the words "and the provisions of the first paragraph of Article 33". 32. Interleave in the first paragraph of Article 171, between the words "values" and "what", the expressions "of public offering" and remove the expressions " and the values of the institutions and entities referred to in the second, third and third Article 3 (4) of this Law ". 33. In Article 179, the following third, fourth and fifth points, passing the current third and fourth points to be incited sixth and seventh: " The persons referred to above may exercise the right to vote of the securities in their custody. only if they have been expressly authorised to do so by the holder at the time of the establishment of the said custody. If they do not have such authorisation, they may only vote if they have required specific instructions from the holder and in respect of which they have actually received them. To this end, they may split their vote even in situations other than the election of directors and must expressly indicate when voting each of the subjects submitted to the investors ' consideration, the total number of own shares per those who vote and the total number of shares on behalf of third parties who vote for, against or for those who did not receive instructions. The owners ' instructions must be recorded in a reserved register subject to the supervision of the Superintendence, which shall contain the information and must be kept for the time it determines by means of a general rule. Securities which cannot be voted on in accordance with the foregoing paragraph shall, however, be considered in the calculation of the quorum of assistance in the case of entities which have not adopted remote voting mechanisms authorised by the Commission. Superintendence. The persons referred to in this Article may only exercise the vote of the securities in their custody through their legal representatives, their employees specially empowered to do so or their own lawyers, and may not delegate them to any other in favour of third parties other than them. " 34. Amend Article 198 as follows: (a) Redeploy, in the first subparagraph, the expressions "making public offer of their shares" by the expression "open". b) Replace, in the second indent, the expressions "that make public offer of their actions" by the expression "open". 35. Amend Article 199 as follows: (a) Redeploy, in the first subparagraph, the expressions "making public offer of the same" by the term "open anonymous". (b) In point (a), remove the expression 'to a person'. (c) in point (b), replace the words "669 ter of the law Nº 18,046" with "199 bis". (d) in point (c), replace the voice "a person" with "se"; replace the words "making public offer of his actions" by "open anonymous society"; and interleave the word "se", following the expression "consolidated,". 36. Add the following Article 199 a: " Article 199 a. If, as a result of any acquisition, a person or group of persons with a joint action agreement reaches or exceeds two thirds of the shares issued with the right to vote of an open public limited company, it shall make an offer the acquisition by the remaining shares within the 30-day period, counted from the date of that acquisition. Such an offer must be made at a price not less than that which would correspond to the right of withdrawal. If the offer is not made within the prescribed period and without prejudice to the penalties applicable to the non-compliance, the right of withdrawal in the terms of Article 69 of Law No. 18,046 shall be born for the rest of the shareholders. In this case, it shall be taken as the reference date for calculating the value to be paid, on the day following the expiry of the period referred to in the first subparagraph. The obligation laid down in the first subparagraph shall not apply where the percentage referred to as a result of a reduction in the full amount of the capital has not been fully subscribed and paid for an increase within the legal period, or the cause of a public offering for the acquisition of shares validly effected by the whole of the shares of the company. Nor shall it be applicable in cases where the percentage is reached as a result of the operations referred to in Article 199 (2). ' 37. Replace in the first paragraph of Article 201, "90" by "30", "120" by "90" and the phrase "have sold them" by the phrase "have sold it before or on offer". 38. Interleave, in the first paragraph of Article 203, between the word "societies" and the expression "that" the expressions "open anonymous" and delete the expressions "and make public offer of their actions". 39. It shall be inserted in the first indent of Article 205, between the words "30 days" and the final point (.), " without prejudice to the provisions of Article 206 (2). Both the first and the last day of the period shall begin and end, respectively, the opening and closing of the stock market in which the securities of the offer are registered. " 40. In Article 206, the following third, third indent, passing the current third indent, is inserted as a fourth indent: " When an offer has materialised through a stock exchange, the competing offers must be made under the the same procedure and have the same due date. Where the offer has not been made through a stock exchange, the competing offers may set their due date freely, in accordance with the rules of this Title. However, in the event of the extension of the first tender, the competing offers may be extended only, in accordance with the previous Article, for a period such as to coincide with the expiry of the extension of the first tender, in such a way as to end on the same date. " 41. Replace, in Article 217, the phrase "Anonymous companies making public offer of their securities shall be authorised" by the phrase "Issuers of securities of public offering shall be authorised". 42. Insert the following Title XXVIII, following Article 238: " TITLE XXVIII OF THE EXTERNAL AUDIT FIRMS Article 239. For the purposes of this law, external audit firms are companies which, directed by their partners, provide mainly the following services to issuers of securities and other persons subject to the supervision of the Superintendence: a) They selectively examine the amounts, backups and antecedents that make up the accounting and the financial statements. b) Evaluate the accounting principles used and the consistency of their application with the relevant standards, as well as the significant estimates made by the administration. c) Issue their findings regarding the general presentation of accounting and financial statements, indicating with a reasonable degree of security, whether they are exempt from significant errors and meet relevant standards in the form of Full, consistent and reliable. References made in this or other laws to external auditors entered in the Superintendence register or similar expressions shall be understood to be made to the external audit firms that are registered in the Register of External Audit companies that will take the Superintendence in accordance with this Title, hereinafter the "Register". Any external audit firm may provide its services to issuers of securities and open and special public limited liability companies, provided that they, the partners who subscribe to the audit reports, those responsible for conducting the audit and all the members of the audit team, have independent judgment in relation to the audit reports; of the audited entity and comply with the provisions of this Title. Article 240. The external audit firms will be subject to the supervision of the Superintendence in relation to the external audit services, which will only be able to provide prior registration in the registry and as long as they are registered in the registry. The Superintendence must carry out the registration in the Register once the external audit firm establishes compliance with the legal and internal regulations requirements. The external audit firms, when applying for registration in the Register, must accompany copies of their rules of procedure, in which at least the following matters relating to the business of the company will be established: (i) (ii) the rules of confidentiality, the handling of insider or reserved information and the settlement of conflicts of interest, and (iii) the rules of independence of judgment and technical suitability of staff in charge of the management and execution of the external audit. The Superintendence, by means of a general rule, may regulate the essential contents of those standards, the minimum standards of technical suitability and their forms of accreditation. The registration referred to above may be cancelled when the Superintendence so resolves, by means of a resolution founded and after hearing the external audit firm concerned, for having incurred it in some of the The following situations: (a) Stop meeting any of the requirements for registration. The Superintendence, in qualified cases, may grant the person concerned a period of time to remedy the non-compliance, which in no case may exceed 120 days. (b) to stop carrying out the external audit function, in accordance with the terms of Article 239 of this Law, for more than one year. (c) To find a partner in one of the situations referred to in Article 241 and to remain in it for more than 90 days. In addition, such registration may be cancelled or suspended for up to one year in the same manner as indicated in the preceding paragraph, where the external audit firms are responsible for: (a) Incurring serious or repeated breaches of the obligations or prohibitions imposed on it by this law, its accompanying rules or other provisions governing them. (b) Conduct transactions incompatible with the sound practices of the securities markets. Article 241. They may not be members of an audit firm: (a) Those who are officials or workers under contract of employment or fees of the Central Bank of Chile, the Superintendency and the Superintendents of Banks and Financial Institutions Pensions, as well as those who are affected by the inabilities and prohibitions laid down in Articles 35 and 36 of Law No 18,046, except for the teaching or academic tasks that may be included in the Article 35 (4). (b) Who has been severely or repeatedly punished by the Superintendence pursuant to Decree Law No. 3,538 of 1980, or to the decree with force of law No 251, of the year 1931, of the Ministry of Finance; or condemned in accordance with Articles 59 to 61 of this law or article 134 of Law No. 18,046; c) Who has been severely or repeatedly punished by the Superintendence of Banks and Financial Institutions or by the Superintendence of Pensions. (d) Who, at the time of the execution of the facts, is a controller or administrator of a legal person sanctioned in accordance with the rules referred to in points (b) and (c) above. (e) Administrators of banks and financial institutions, stock exchanges, securities intermediaries or any institutional investor and persons who, directly or through other natural or legal persons, hold 5% or more of its capital. Article 242. External audit firms may carry out activities other than those referred to in Article 239, provided that they do not compromise their technical suitability or independence of judgment in the provision of external audit services, and compliance with its rules of procedure. However, external audit firms shall not be able to provide at the same time and in respect of the same entity as referred to in the first paragraph of Article 239, external audit services and any of the following services: a) Internal audit. b) Development or implementation of accounting systems and financial statements. c) Teneduria of books. (d) Tassations, valuations and actuarial services involving the calculation, estimation or analysis of facts or factors of economic impact that serve to determine amounts of reserves, assets or obligations and to contain a record accounting in the financial statements of the audited entity. (e) Advisory for the placement or intermediation of securities and financial agency. For these purposes, services rendered by legal or regulatory requirements in relation to the information required for public offering of securities shall not be construed as advising. f) Advisory on the recruitment and administration of personnel and human resources. (g) Sponsorship or representation of the audited entity in any kind of administrative management or judicial and arbitral proceedings, except in tax audits and judgments, provided that the amount of the set of such procedures is immaterial according to the generally accepted audit criteria. Professionals who undertake such steps shall not be able to intervene in the external audit of the person defending or representing them. In public limited liability companies, only when the directory so agrees, after a report of the committee of directors, of having it, will allow the contracting of the external audit firm for the provision of services that, not being included in the previous listing, are not part of the external audit. Article 243. The following natural persons who participate in the external audit are presumed to have no independence of judgment: (a) Those related to the audited entity in the terms laid down in Article 100. (b) Those who have a link of subordination or dependency, or who provide services other than the external audit to the audited entity or any other of its business group. (c) those holding securities issued by the audited entity or by any other entity in its business group or securities whose price or result depends on or is contingent, in whole or in part on a significant part, on the change or change in the price of these values. It shall be considered for the purposes of this letter, the values held by the spouse and also the promises, options and those received by the spouse. (d) the employees of an intermediary of securities with an existing contract for the placement of securities of the audited entity and the related persons of the audited entity. (e) Those who have or have had in the last twelve months a significant employment relationship or business relationship with the audited entity or with any of the entities in its business group, other than the external audit itself or the other activities carried out by the external audit firm in accordance with this law. (f) the partners of the external audit firm, where they conduct the audit of the institution for a period exceeding 5 consecutive years. Article 244. An external audit firm shall be deemed not to be independent of judgment in respect of an entity audited in the following cases: (a) If it has, directly or through other natural or legal persons, a significant relationship a contractual or credit, active or passive, with the audited entity or with any of the entities in its business group, other than the external audit itself or the other activities permitted pursuant to Article 242. (b) If, directly or through other entities, it has securities issued by the audited entity or by any other entity in its business group. (c) if it has provided directly or through other persons, any of the services prohibited in accordance with Article 242 simultaneously with the external audit. Article 245. In the event that there is or is over a cause of lack of independence of judgment as described in the preceding articles, the external audit firm must inform the board or the administrative body of the entity. audited and may not provide or continue to provide its external audit services, except in the following circumstances: (a) in the case of Article 243, where the persons concerned are separated from the audit team and corrective measures are applied to ensure the re-establishment of the independence of judgment in respect of the audited company; or If any of the grounds relating to a lack of independence of Article 244 is not remedied within 30 days of the said report, the external audit firm may continue to provide the services contracted to the exercise in progress. Article 246. External audit firms are particularly responsible for examining and expressing their professional and independent opinion on accounting, inventory, balance sheet and other financial statements in accordance with the General Acceptance and Accounting Standards. the instructions given by the Superintendence, in its case. In addition to the provisions of Article 239, external audit firms shall: (a) to point out to the management of the audited entity and to the committee of directors, where appropriate, the deficiencies identified in the development of the external audit in the adoption and maintenance of accounting practices, administrative systems and internal audit, to identify discrepancies between the accounting criteria applied in the financial statements and the relevant criteria generally applied in the industry in which that entity develops its activity, as well as, in the compliance with the tax obligations of the company and that of its subsidiaries included in the respective audit. (b) Communicate to the relevant supervisory bodies any serious deficiencies referred to in the previous literal and which, in the opinion of the audit firm, have not been settled in due course by the administration of the audited entity, as soon as may affect the proper presentation of the financial position or the results of the operations of the audited entity. (c) inform the audited entity, within the first two months of each year, whether the income obtained from it alone or together with the other entities of the group to which it belongs, whatever the concept by which such income has been received Revenue, including those obtained through its subsidiaries and parent companies, exceeds 15% of the total operating income of the external audit firm corresponding to the previous year. In the case of open anonymous companies, after such notice, external audit services may only be renewed by the ordinary shareholders ' meeting by two-thirds of the shares with the right to vote and thus in all financial years. following, while the revenue of the external audit firm exceeds the indicated percentage. Article 247. Only for the purposes of the external audit, the audited entity shall make available to the external audit firm all the information necessary to carry out such service, including all books, records, documents and records. of the entity and its subsidiaries, if any. If the information made available to you is confidential or subject to reservation, the external audit firm must keep it secret and shall be responsible for the disclosure or improper use of its dependents. Article 248. Any opinion, certification, report or opinion of the external audit firm shall be based on audit techniques and procedures that provide a reasonable degree of reliability, provide sufficient evidence, and its content be truthful, complete and objective. The external audit firm must maintain, for at least six years from the date of the issuance of such opinions, certifications, reports or opinions, all the background information that has served as a basis for its preparation. The Superintendence, by means of a general rule, may establish means and conditions of file and custody of such antecedents. In no case may documents which may be directly or indirectly related to any dispute or pending dispute be destroyed. The external audit report of the entities domiciled in Chile must be subscribed to at least by the partner with domicile and residence in Chile who conducted the audit. Where they are referred to, any person who has signed the audit reports shall attend the shareholders ' meetings in order to respond to the consultations which have been given to him in respect of his report and the activities, procedures, findings, recommendations and conclusions, which are relevant. The Superintendence may authorize mechanisms to comply with the above obligation by means of communication that guarantee the fidelity and concurrency of their opinions. Article 249. External audit firms, in the provision of their external audit services, and persons who on their behalf participate in such audit, shall respond to the minor fault for the damage they cause. '; Article 2.-Introduces the following amendments in Law No 18.046, Law of Companies Anonymous: 1. Substitute Article 2 °, by the following: " Article 2 °. Public limited liability companies may be of three classes: open, special or closed. They are public limited companies that voluntarily register or legally register their shares in the Registry of Securities. They are special limited liability companies as indicated in Title XIII of this Law. They are closed anonymous companies that do not qualify as open or special. The public limited liability companies and the special public limited companies will be subject to the supervision of the Superintendency of Securities and Insurance, hereinafter the Superintendence, except that the law will subject them to the control of another Superintendence. In the latter case, they shall also be subject to the first, as appropriate, when they issue securities. Public limited liability companies that no longer meet the conditions to be required to register their shares in the Securities Registry will continue to affect the rules governing public limited liability companies, while the extraordinary meeting of I will not agree otherwise for the two-thirds of the shares with the right to vote. In this case, the absent or dissident shareholder will have the right to withdraw. Each time the laws establish as a requirement that a company be subject to the rules of the public limited liability companies or that such rules apply to them, or reference is made to the companies subject to the audit, to the control or to the Supervision of the Superintendence, or other similar expressions are used, shall be understood, unless expressly mentioned otherwise, that the reference refers exclusively to the rules applicable to the public limited liability companies in respect of the obligations information and publicity for shareholders, the Superintendence and the general public. In all other cases, such companies shall be governed by the provisions of the closed public limited liability companies and shall not be required to register in the Securities Register unless they are issuers of securities of public supply. The public limited liability companies referred to in this paragraph, which are not open, once the condition or activity under which the law has been subjected to the supervision of the Superintendence, may cease, may request the exclusion of their records and audit, certifying that circumstance. The provisions of this law shall take precedence over those of the statutes of companies which cease to be closed, having complied with some of the requirements laid down in the second paragraph of this Article. The foregoing is without prejudice to the obligation of these companies to adapt their statutes to the rules of this law, in conjunction with the first amendment which is introduced in them. " 2. "general" expression. 3. Amend Article 4 (1) as follows: (a) Replace the number (1) by the following: " 1) The name, profession or trade, the domicile of the shareholders who are in attendance, and the single tax or identity document, if should have them. "b) Replace at number 5), the expression" privileges "by the expression" preferences ". (c) Intercalase, in number 7), between the expression "shareholders" and the semicolon (;), the following expressions: " If nothing is said, the exercise shall be understood to be closed at 31 December and the ordinary shareholders ' meeting must be held in the first quarter of each year. ' (d) Intercalase, in number 11), the phrase ", in the open limited companies," following the expression "provisional directory and". 4. Replace Article 5 (1) by the following: "1) The name and address of the shareholders who are in attendance, and the single tax or identity card, if they should have them." 5. Delete in the second indent of Article 5 A, the expression "general". 6. Amend Article 7, as follows: (a) Intercalase in the first indent, between the words "branches" and "at the disposal", the expression ", as well as on its website, in the case of the open anonymous companies which have (b) Intercalase the following second indent, new, passing the current second indent to be third indent: " It is the responsibility of the directory to the custody of the books and social records, and that they are carried out with the regularity required by law and its accompanying rules. The directory may delegate this function, which must be recorded in minutes. "(c) Replace, in the second subparagraph, which has become a third indent, the expression" the preceding paragraph ", by the following:" the first paragraph ". 7. Amend Article 12 as follows: (a) Intercalase in the third indent, between the words "companies" and "open", the term "anonymous". (b) Substitute in the final indent, the expressions "subject to their control" by the "open anonymous" expressions. 8. Amend Article 14 as follows: (a) Replace the first subparagraph with the following: " Article 14. The statutes of open public limited liability companies may not include limitations on the free disposal of shares. "(b) Substitute, in the second subparagraph, expressions" shall be held for non-written "by expressions" shall be non-written to "third parties", and add the following final sentence, following the separate point (.), which becomes a further point (.): " Such covenants will not affect the obligation of the company to enter without further formalities the transfers that are presented to it, in accordance with Article 12. '; 9. Interleave, in the ar Article 16, the following third subparagraph, new, passing the current third indent to be the fourth indent: " Partial payments of the insolute balance of the subscribed and unpaid shares shall be paid to the respective unpaid shares according to their seniority (a) to be issued, one in one, until the payment of all of them is completed. " 10. Add the following final point to Article 18: " Without prejudice to the foregoing, the holders of shares in an anonymous company that for 10 years continue to not participate in the shareholders ' meetings or collect the dividends to which they are entitled shall cease to be considered as shareholders for the purposes referred to in Article 5 (c) of Law No 18,045 on the Stock Market and the first paragraph of Article 50a of this Law. At any time when such holders or their successors attend a meeting of shareholders or collect dividends, they shall be deemed to be shareholders with the right to vote for the aforementioned purposes. " 11. Amend Article 20 as follows: (a) In the second indent, replace the words "which make public offer of your shares" by the word "open". b) In the second indent, remove the expression "or privileges". 12. Amend Article 24, as follows: (a) Replace the final sentence of the first subparagraph, by the following: " Due to the time limit set by the shareholders ' meeting without the capital increase being heard, the board shall be required to to recover the amounts due, if the corresponding shares have not been filed before, unless the said board has authorized it by two-thirds of the shares issued to abstain from the recovery, in which case the capital shall be reduced to the amount actually paid. Exhausted the recovery actions, the board shall propose to the shareholders ' meeting the approval, by a simple majority, of the punishment of the insolute balance and the reduction of the capital to the amount effectively recovered. " b) Amend the paragraph third, as follows: (i) Remove the word "open". (ii) the following sentence (.), which becomes a further point (.), the following sentence: " In open anonymous companies, the actions for the abovementioned compensation plans may only be offered to the workers in proportion to the amount of shares in the respective capital increase, in the non-reserved part for such purposes, which are effectively subscribed. " (iii) The current fourth indent is assumed. 13. Replace the second paragraph of Article 26 by the following: " The higher value obtained in the placement of payment actions on the value that is to be divided by the capital to be entered by the number of shares issued, will increase the capital of the company and may not be distributed as a dividend among the shareholders. If, on the contrary, less value is produced, this will constitute a decrease in capital to be found. These differences must be recognised in the next amendment to the social capital. " 14. Replace in the second indent of Article 27a, the expression "three" by the word "five". 15. Amend Article 27 C as follows: (a) amend the second subparagraph, as follows: (i) Reposition the sentence ' shall be the case of a programme or a compensation scheme for workers in the company or for the sale of an amount "for the prayer" the total quantity of shares to be sold ". (ii) Remove the sentence" in both cases ". (b) Add the following final point, new: " The period provided for in the first subparagraph shall be 5 years when the shares have been acquired to comply with a programme or compensation plan for workers of the company approved by the Board of Directors of the shareholders, in which case the preferential offer to the shareholders will not be obligatory either. " 16. In the second paragraph of Article 28, it shall be inserted after the word 'national', the phrase 'and on the Internet site of the open public limited companies which have such means'. 17. Replace in Article 29, "73" by "76". 18. It shall be inserted in the last paragraph of Article 31, between the words "debière" and "constitute", the expression "to designate at least one independent director and". 19. The following sentence is added to the final paragraph of Article 32 after the separate point (.), which shall be followed (.), the following sentence: " In the case where the vacancy corresponds to one of the independent directors referred to in Article 50a and his deputy, if necessary, the board shall appoint in his replacement the independent director candidate who would have followed him in a vote on the board in which the former was elected. If he is not available or in a position to take office, the board will appoint the one who followed him in a vote on the same board, and so on until he fills the position. If it is not possible to comply with the above procedure, it shall be for the board to make the appointment, and appoint a person who complies with the requirements laid down by law to be considered as an independent director. " 20. Amend Article 36, as follows: (a) In issue 1), replace the words "and Members", by the words ", Members and Mayors". (b) In issue 2), replace the term "and deputy secretaries of state", as follows: "State, deputy secretaries, mayors, governors, regional secretaries and ambassadors". (c) Redeploy numbers 3) and 4), as follows: " 3) The officials of the superintendants who supervise the respective company or one or more of the companies of the business group to which it belongs, and 4) The stockbrokers and the securities agents, as well as their directors, managers, chief executives, and administrators. This restriction shall not apply to stock exchanges. ' 21. The second paragraph of Article 37 is replaced by the following: " The director who acquires a quality which is unable to carry out such a position or who is in an over-coming legal incapacity shall automatically cease in him. In the same way, the director who notifies his resignation, through minister of faith, to the chairman of the board or to the manager, shall cease in his post. " 22. Add in Article 39, the following final point, new: " Without prejudice to the provisions of the first subparagraph, in the closed public limited companies, the directory agreements may be dispensed with, provided that the unanimity of its members executes directly the act or contract and which are formalized by public deed. This alternative may not be used by public limited liability companies which have another public limited liability company, but the infringement of this prohibition will not affect the validity of the act or contract, but will make the directors responsible personally. the damage caused to the parent company or its directors, because it has not been able to exercise the right provided for in Article 92. '; 23. Amend Article 40 as follows: (a) Eliminate in the first subparagraph the word 'general'. b) Intercalase in the second indent, between the words "in the" and "managers", the expression "principal executives,". 24. In the third paragraph of Article 41, delete the word "general" the first time it appears. 25. Amend Article 42, as follows: (a) Eliminate in number 1), the expression "but its own interests or those of third parties". (b) Amend the number (2), as follows: (i) Intercalase, between the words "of the" and "executives", the expression "managers, administrators or". (ii) Intercalase, between the words "executives" and "in the", the expression "principal". (c) Amend the number (3) as follows: (i) Replace the term "executive and dependent" by the phrase "administrators, principal and dependent executives," (ii) Intercalase, between the words "auditors" and ", to render", the expression "external and risk classifiers". 26. Amend Article 43, as follows: (a) Add in the first paragraph of Article 43, after the separate point (.), which becomes a further point, the following sentence: " In the case of open public limited companies, it is understood that the disclosure of such disclosure where the information has been disclosed by the market information systems provided for by the Superintendence, in accordance with Article 10 of Law No 18.045, or in another form compatible with the provisions of the Article 46. ' (b) To replace, in the second subparagraph, the phrase "of the law applicable to public limited liability companies, or of their complementary rules", by "of the laws or regulations dictated by the Superintendence in the exercise of its powers". 27. Replace Article 44, as follows: " Article 44. A closed public limited company may only hold acts or contracts involving relevant amounts in which one or more directors have an interest in themselves or as representatives of another person, where such operations are known and approved. prior to the directory and are in accordance with equity conditions similar to those normally prevailing on the market, unless the statutes allow such operations to be carried out without any such conditions. The Board shall act with the abstention of the Director with interest. In the minutes of the corresponding directory session, the deliberations to approve the terms and conditions of the respective acts or contracts shall be recorded and such agreements shall be informed at the next meeting of shareholders by The person who is in the chair must mention this subject in his summons. It is understood that there is interest of a director in any negotiation, act, contract or operation in the to intervene in any of the following situations: (i) himself, his or her spouse or relatives up to the second degree of consanguinity or affinity; (ii) the companies or companies in which he is a director or owner, directly or through other natural or legal persons, 10% or more of their capital; (iii) companies or companies in which one of the above persons is director or owner, direct or indirect, of 10% or more of its capital, and (iv) the controller of the the company or its related persons, if the director has not been elected without the votes of that or those. For the purposes of this Article, it is understood that any act or contract that exceeds 1% of the social patrimony is of relevant amount, provided that such act or contract exceeds the equivalent of 2,000 units of promotion and, in any case, when it is higher to 20,000 promotion units. It is presumed that they constitute a single operation all those that are perfected over a period of 12 consecutive months by means of one or more similar or complementary acts, in which there is identity of parties, including the related persons, or object. The infringement of this Article shall not affect the validity of the operation and without prejudice to the penalties which correspond, it shall give the company, the shareholders and the third parties the right to demand compensation for the damages. If the damages caused by the infringement of this article are to be demanded, it will be for the defendant to prove that the act or contract was adjusted to market conditions or that the trading conditions reported benefits to the market. society which justifies its implementation. However, the provisions of the first subparagraph shall not apply if the operation has been approved or ratified by the extraordinary meeting of shareholders with the quorum of 2/3 of the shareholders with the right to vote. In the case of public limited liability companies, the provisions of Title XVI shall apply. " 28. Article 46, the following second indent, new: " In the open anonymous companies, it will be the responsibility of the board to take the appropriate measures to prevent the information referred to in the previous paragraph from being disclosed to persons other than those who for their position, position or activity in the company are required to know such information, before being made available to the shareholders and the public. It is understood that this requirement is met when the same disclosure is provided at the same time as the same documentation or presentations to the public in accordance with the general rule that dictates the Superintendence. The obligation to report prescribed in this paragraph is without prejudice to the provisions of Articles 9 and 10 of Law No 18,045. ' 29. Delete in the first paragraph of Article 47, the word 'headlines'. 30. Amend Article 48 as follows: (a) Add in the third subparagraph, after the separate point (.), which becomes the following point (.), the following sentence: " With all, the unanimity of the directors who attended a session may provide that the agreements adopted in it shall be without waiting for approval of the minutes, which will be recorded in a document signed by all of them which contains the agreement adopted. ' (b) Add in the fifth indent, after the separate point (.), which becomes the following point (.), the next sentence: " Except unanimous agreement to the contrary, the directory sessions of the societies Open anonymous must be recorded, by whom it does the secretary, in means of faithfully recording the audio of the deliberations. Such recordings must be kept in reserve by the company, until the approval of the respective act by all the directors to be signed, and made available to the directors who wish to verify the fidelity of the minutes submitted to the its approval. If a director considers that there are fundamental and substantial discrepancies between the content of the minutes and the content of the recordings, he may request that they be literally incorporated into his own words, according to the content of the (c) Attaché in the final indent, after the separate point (.), which becomes the following point (.), the following sentence: " The Superintendence may authorize, by means of general rule, that the companies under its control adopt for such purposes the mechanisms that allow the use of electronic signature or other technological means to verify the identity of the person who subscribes. " 31. Delete the final paragraph of Article 50. 32. Replace Article 50a by the following: " Art. 50 bis. Open-ended public limited liability companies shall appoint at least one independent director and the committee of directors referred to in this Article, where they have a stock market equity equal to or greater than the equivalent of 1,500,000 units of promotion and less than 12,5% of its shares issued with the right to vote, are held by shareholders who individually control or hold less than 10% of such shares. If, during the year, the assets and shares referred to in the preceding subparagraph are reached, the company shall be obliged to designate the directors and the committee to be counted for the following year; if a reduction in the assets is produced A company shall not be required to maintain the independent directors or the committee to be counted for the following year. It shall not be considered as independent from those found at any time within the last eighteen months, in any of the following circumstances: (1) Keep any links, interests or economic, professional, credit or commercial, of a relevant nature and volume, with the company, the other companies of the group of which it is a party, its controller, or the principal executives of any of them, or have been directors, managers, administrators, top executives or advisors. 2) Maintain a relationship of kinship to the second degree of consanguinity or affinity, with the persons indicated in the previous number. 3) Have been directors, managers, administrators, or principal executives of non-profit organizations who have received relevant contributions, contributions or donations from the persons referred to in number 1. 4) shareholders who have owned or controlled, directly or indirectly, 10% or more of the capital; directors; managers; managers or principal executives of entities that have provided legal or consulting services, for relevant amounts; or external audit, to the persons referred to in number 1.) (5) Have been members or shareholders who have owned or controlled, directly or indirectly, 10% or more of the capital; directors; managers; managers or principal executives of the main competitors, suppliers or clients of the company. In order to be elected as independent directors, the candidates must be proposed by shareholders representing 1% or more of the shares of the company, at least ten days in advance of the planned date of the meeting. shareholders called to make the choice of directors. With no less than two days prior to the respective meeting, the candidate and his/her alternate, if appropriate, shall make available to the general manager an affidavit stating that: (i) agree to be a candidate for an independent director; (ii) are not in any of the circumstances indicated in the preceding numerals; (iii) do not maintain any relationship with the company, the other companies of the group of which it is a party; the controller, nor with the chief executives of any of them, who can deprive a sensible person of a reasonable degree of autonomy, interfere with his or her possibilities of performing an objective and effective work, generate a potential conflict of interest or to hinder their independence of judgment, and iv) assume the commitment to maintain independent of all the time in which they exercise the position of director. The violation of literal (iii) will not invalidate your choice or make you cease in office, but will force you to respond to the damages that your lack of veracity or non-compliance may cause to the shareholders. The candidate who obtains the highest vote will be elected independent director. The independent director who, in accordance with the third subparagraph, acquires an overbearing inability to carry out his duties, shall automatically cease in him, without prejudice to his liability to the shareholders. The re-election of the independent director in his office or his appointment as director in one or more subsidiaries of the company shall not result in an inability to do so as soon as the directors of such entities are not remunerated. The committee shall have the following powers and duties: (1) Examine the reports of the external auditors, the balance sheet and other financial statements submitted by the directors or liquidators of the company to the shareholders; and of these in the form prior to their presentation to the shareholders for approval. 2) Propose to the directory names for external auditors and private risk classifiers, if any, that will be suggested to the respective shareholders ' meeting. In case of disagreement, the board will make a suggestion of its own, subject to both consideration by the shareholders ' meeting. 3. to examine the background to the operations referred to in Title XVI and to withdraw a report in respect of such operations. A copy of the report will be sent to the directory, in which it will be read in the Cited session for approval or rejection of the respective operation. 4) Examine the remuneration systems and compensation plans of the managers, principal executives and employees of the company. 5) to prepare an annual report on its management, including its main recommendations to shareholders. (6) Report to the Board on the appropriateness of hiring or not the external audit firm for the provision of services that are not part of the external audit, where they are not prohibited in accordance with the provisions of the established in Article 242 of Law No 18,045, in order to ensure that the nature of such services may generate a risk of loss of independence. (7) Other matters which indicate the social status, or which is entrusted to it by a shareholders ' meeting or the board, where appropriate. The committee shall be composed of three members, most of whom shall be independent. In the event that there are more directors with the right to integrate the committee, as appropriate, in the first meeting of the board after the meeting of shareholders in which their election has been held, the same directors will resolve, unanimously, who will have to integrate it. In the event of disagreement, preference shall be given to the integration of the committee by those directors who have been elected with a higher percentage of voting by shareholders who individually control or hold less than 10% of such shares. If there is only one independent director, he shall appoint the other members of the committee from among the directors who do not have such quality, who shall enjoy full rights as members of the committee. The chairman of the board shall not be able to integrate the committee or its subcommittees unless he is an independent director. The deliberations, arrangements and organisation of the committee shall be governed, in whatever case may be applicable, by the rules relating to the board of directors of the company. The committee will inform the board of the way it will request information, as well as its agreements. The members of the committee shall be remunerated. The amount of the remuneration shall be fixed annually in the ordinary shareholders ' meeting, in accordance with the tasks to be carried out by them, but may not be less than the remuneration provided for the managing directors, plus a third of their amount. The ordinary shareholders ' meeting shall determine a budget of operating expenses of the committee and its advisers, which may not be less than the sum of the annual remuneration of the members of the committee, and may require the hiring of the advisory of professionals for the development of their tasks, in accordance with the aforementioned budget. The activities that the committee develops, its annual management report and the expenses it incurs, including those of its advisors, will be presented in the annual and informed memory at the ordinary shareholders ' meeting. The proposals made by the committee to the board which have not been collected by the committee shall be informed to the shareholders ' meeting prior to the vote on the relevant matter. The directors who are members of the committee in the exercise of the functions mentioned in this article, in addition to the responsibility inherent in the position of director, will respond jointly and severally to the damages they cause to the shareholders and to the company. Public limited liability companies which do not have the minimum assets and shares referred to in the first subparagraph may voluntarily avail themselves of the foregoing rules; in that case, they must comply strictly with the provisions of this Article 33. Amend Article 51 as follows: (a) Add the following final sentence: "However, the statutes may exempt the company from the obligation referred to in this Article or establish a different control mechanism." (b) Intercalase, between the word "independent" and "with it", a comma (,). 34. Replace, in the first paragraph of Article 52, the term "independent external auditors" by the phrase "an external audit firm governed by Title XXVIII of Law No 18,045". 35. Replace the current Article 53, as follows: " Art. 53. The inspectors of external auditors and auditors who are not governed by Title XXVIII of Law No 18.045 shall not be subject to the supervision of the Superintendence, except for the purposes of their incorporation or exclusion from the Register of Account Inspectors and External Auditors to be established by that entity. The Regulation shall determine the requirements of professional or technical suitability, as well as the inabilities or causes under which such external auditors and auditors may be incorporated and excluded from the said register, or or rejected their registration in the same. The decisions taken by the Superintendence in this respect may be brought before the judge of letters as provided for in Article 30 of Decree Law No 3,538 of 1980, in so far as it applies. The court may suspend the enforcement of the resolution by the Superintendence, where its application in the interim may cause irreparable damage to the claimant. The report of the external auditors and account inspectors shall be incorporated in the report together with the financial statements and may be submitted to the general meetings of shareholders with a right to a voice but without the right to vote. The external auditors and account inspectors shall respond to the minor fault for the damage they cause. " 36. Add in Article 54, the following final point, new: " In the case of open public limited liability companies, the report of the external auditors and the audited financial statements of the company shall be made available to the shareholders on the Internet site of the companies which have such means. " 37. Delete in Article 57 (4), the expression ', or 50% or more of the liability'. 38. In Article 58, replace the number (4), by the following: " 4) To an ordinary or extraordinary meeting, as the case may be, where the Superintendence so requires, with respect to open or special public limited liability companies, without prejudice to their faculty to convene them directly. In the case of closed public limited liability companies, if the board has not convened a meeting, shareholders representing at least 10% of the shares issued with the right to vote may make the summons to an ordinary meeting or extraordinary, as the case may be, by the publication of a notice in a national circulation journal, in which it shall express the date and time at which it shall be carried out and the matters to be dealt with on the board. " 39. The words 'anonymous', and then 'treated in it', the phrase 'and an indication of how to obtain full copies of the documents underlying the various documents' shall be inserted in the second paragraph of Article 59. options submitted to their vote, which must also be made available to the shareholders on the Internet site of the companies that have such means. " 40. In Article 60, the words 'may' and 'shall be held', the words 'order to be called and'. 41. Amend Article 62, as follows: (a) Add, in the first indent, after the separate point (.), which becomes the following point (.), the following sentence: " However, in the case of a closed public limited company, they may participate in the all shareholders who at the time of their commencement are listed as shareholders in the respective register. "(b) In the second subparagraph, the words" general ". (c) The following final points shall be added: " The matters subject to a decision of the Board shall be taken individually for a vote, unless, by unanimous agreement of the shareholders present with the right to vote, the vote shall be omitted. of one or more materials and is obtained by acclamation. Any vote on a board shall be carried out by means of a system which ensures the simultaneous conduct of the votes or in secret form, and the scrutiny shall be carried out in a single public act, and in both cases, with After that, each shareholder can be publicly known. It will be up to the Superintendence to adopt, by means of a general rule, systems for public limited liability companies. Provided that the law directs a shareholder to cast his or her vote of live voice, this obligation shall be deemed to be fulfilled when the issue of the same is made by one of the simultaneous or secret voting systems and with subsequent publicity referred to in the precedent. Where, in the exercise of the right conferred by the foregoing paragraph, the board of directors has approved a different modality, the shareholder shall in any event cast his or her vote of live voice, which shall be recorded in the minutes of the meeting. '. 42. Add in Article 64, the following final point, new: " The Superintendence, by means of a general rule, may authorize open public limited companies, to establish systems that permit the distance voting, provided that such (a) systems shall duly safeguard the rights of the shareholders and the regularity of the voting process. ". 43. Amend Article 67 as follows: (a) Replace the number 9), as follows: " 9) The disposal of 50% or more of its asset, whether or not it includes its liability, which shall be determined in accordance with the balance sheet of the preceding financial year, and the the formulation or modification of any business plan which provides for the disposal of assets for an amount exceeding that percentage; the disposal of 50% or more of the asset of a subsidiary, provided that it represents at least 20% of the asset of the society, like any alienation of its actions that impl The array loses the controller character; ". b) Reposition at number 11) the endpoint by a semicolon (;). (c) Replace at number 13), the expression ", and" by a semicolon (;). (d) Add the following numerals (15) and (16): " 15) In open anonymous companies, establish the right of purchase referred to in Article 71a (2), and (16) Approve or ratify the conclusion of acts or contracts with related parties, in accordance with Articles 44 and 147. '; (e) Intercalase in the final indent, between the words "modification" and "or deletion", the expression ", prorogation". 44. Amend Article 69 as follows: (a) Replace the number (3), by the following: "(3) The alienation referred to in Article 67 (9);"; (b) Intercalase in number 5), between the words "increase" and "or the reduction", the expression ", prorogation". 45. Delete Article 69 ter. 46. Intercalase the following Article 71a, new: " Art. 71 bis. It will also be entitled to withdraw in favor of minority shareholders, which a controller will acquire over ninety-five percent of the shares of an open-ended public limited company. This right to withdraw shall be exercised within 30 days from the date on which the controlling shareholder reaches the indicated interest, which shall be communicated within two working days following a notice published in a national circulation journal and on the website of the company, if it has such means. Likewise, the statutes of the company may empower the controller to require all shareholders who do not opt to exercise their right to withdraw to sell to him those shares acquired under the validity of that statutory power, provided that has reached the percentage referred to in the preceding subparagraph as a result of a public offering for the acquisition of shares, carried out by the whole of the shares of the public limited liability company, or of the respective series of shares, in which the acquired, from unrelated shareholders, at least a fifteen percent of such shares. The price of the respective sale shall be that established in that offer, duly adjusted and more common interest. The controller must notify that he shall exercise his right of purchase within 15 days after the expiry of the period prescribed for the exercise of the right to withdrawal indicated in the first subparagraph, by registered letter sent to the address registered in the company by the respective shareholders, as well as through an outstanding notice published in a national circulation journal and on the website of the company, if it has such means. The purchase and sale shall be understood to be perfected 15 days after the notification of the exercise of the right of purchase without the parties signing the respective transfer, the company being required to register the shares in the name of the controller and to immediately make available to shareholders the proceeds of the sale, in the same way as intended for the distribution of social dividends. In the case of securities, the company will register the shares in the name of the controller without raising the respective garment, but it will retain the proceeds of the sale until this happens. For these purposes, the provisions of Article 18 shall apply in all cases applicable. The Superintendence, by means of a general rule, may lay down the procedures and regulations to facilitate the legitimate exercise of these rights. " 47. Add in Article 72, the following final point: " In the open anonymous companies, the minutes of the most recent shareholders ' meeting must be made available to the shareholders on the website of the companies that have such shares. means. " 48. Amend Article 74 as follows: (a) Amend the third subparagraph, as follows: (i) Intercalase between the expressions "formulen" and "shareholders", the phrase "the committee of directors, if any, and". (ii) of the word "social", the conjunction "and" by a comma (,). (iii) Intercalase between the words "such" and "shareholders", the term "committee" or "(b)" Intercalase in the fourth indent, between the words "formulated" and "the aforementioned shareholders", the expression "the committee and". 49. Interleave in the second paragraph of Article 76, between the word "determine" and the final point (.), the phrase ", and be published on the website of the company, if it has such means". 50. Amend Article 89 as follows: (a) amend the first indent as follows: (i) Replace the words 'The words' in the case of closed public limited companies; (ii) replace the phrase 'and those which it carries out'; an open limited company, either directly or through other entities belonging to its business group, "by the expressions" and those made ". (b) To replace the current second subparagraph, by the following: "In the event that any of the companies that intervenes in the operation is an open limited company, the provisions of Title XVI shall apply." 51. Amend Article 103, as follows: (a) Intercalase in number 2), between the words "meet" and "all", the phrase ", for an uninterrupted period exceeding 10 days," (b) Eliminate in number 3), the expression "general". (c) In issue 5), replace the expressions "not subject to the supervision of the Superintendence by reason of this law or other laws" by the following: "closed anonymous". 52. Amend Article 107 as follows: (a) In the first subparagraph, replace the sentence "under the control of the Superintendence by reason of this law or other laws, shall not register, without the approval of this" by "open or special" (b) Reposition, in the first paragraph, the word "determine" by the expression "may determine". 53. In the first paragraph of Article 119, replace the expressions "subject to your audit" by the expressions "open or special anonymous". 54. Add in the final paragraph of Article 125, after the separate point (.), which becomes a point followed (.), the following sentence: " This right may not be exercised by the directors, managers, administrators and principal executives of the society. Also for those shareholders who individually hold, directly or indirectly, shares whose book or stock value exceeds 5,000 units of promotion, according to the value of that unit at the date of filing of the claim. " 55. Replace Article 129 by the following: " Art. 129. The companies referred to in Article 126 of this Law shall be governed by the same laws and regulations applicable to public limited liability companies, in any event that does not object to the provisions of the foregoing articles of this law. Title and special provisions governing them, and they will not be applied to the provisions of the seventh paragraph of article 2 of this Law. Unless special anonymous companies are issuers of securities, they should not be registered in the Superintendency Registry. " 56. In Article 132, after the final point (.), which happens to be followed (.), add the following sentence: "Consequently, these societies shall be fully applicable to the provisions on open public limited companies." 57. Add in the first paragraph of Article 133a, between the words "social" and "or" the following expressions ", the rules dictated by the directory in accordance with the law". 58. The following Title XVI is incorporated, new, following Article 145, passing the current Title XVI to be Title XVII: " TITLE XVI OF THE TRANSACTIONS WITH RELATED PARTIES IN THE OPEN PUBLIC LIMITED COMPANIES AND THEIR SUBSIDIARIES Article 146. These are transactions involving related parties of a public limited liability company any negotiation, act, contract or transaction in which the company is to intervene and, in addition, any of the following persons: (1) One or more persons related to the company, in accordance with Article 100 of Law No 18,045. (2) A director, manager, administrator, principal executive or liquidator of the company, by itself or on behalf of persons other than the company, or their respective spouses or relatives up to the second degree of consanguinity or even affinity. (3) Companies or companies in which the persons referred to in the preceding number own, directly or through other natural or legal persons, 10% or more of their capital, or directors, managers, administrators, executives principal. (4) Those who establish the statutes of the company or founded the committee of directors, if any, even in the case of those referred to in the final paragraph of Article 147. 5. Those in which he has held the functions of director, manager, administrator, principal executive or liquidator, a director, manager, administrator, principal executive or liquidator of the company, within the last eighteen months. Article 147. An open limited company may only conduct transactions with related parties where they are intended to contribute to the social interest, are adjusted in price, terms and conditions to those prevailing on the market at the time of their approval, and comply with the requirements and procedures set out below: (1) Directors, managers, administrators, principal executives or liquidators who are interested in or participate in negotiations leading to an operation with related parts of the public limited liability company shall report immediately to the directory or to whom it designates. Those who do not comply with this obligation They will be jointly and severally liable for the damages that the transaction will cause to the company and its shareholders. 2) Before the company grants its consent to an operation with related party, it must be approved by the absolute majority of the members of the board, with the exclusion of the directors or liquidators involved, who nevertheless They must make public their views of the operation if they are required by the directory, and the minutes of their opinion should be kept on record. It must also be kept on record as to the basis of the decision and the reasons why such directors were excluded. 3) The agreements adopted by the board to approve an operation with a related party will be made known in the next shareholders ' meeting, and the directors who approved it must be mentioned. This matter will be indicated in the citation to the corresponding shareholders ' meeting. 4) If the absolute majority of the board members is to abstain in the vote to resolve the operation, it can only be carried out if it is approved by the unanimity of the members of the board not involved or, in its If it is approved by an extraordinary meeting of shareholders with the agreement of two-thirds of the shares issued with the right to vote. (5) If an extraordinary meeting of shareholders is convened to approve the transaction, the board shall appoint at least one independent assessor to inform the shareholders of the terms of the transaction, its effects and its potential. impact on society. In their report, the independent evaluators must also decide on the points which the committee of directors, if any, has expressly requested to be assessed. The board of directors of the company or, if the company does not have the same, the directors not involved, may appoint an additional independent evaluator, if they are not in agreement with the selection made by the directory. The independent assessors ' reports shall be made by the directory at the disposal of the shareholders on the following working day of receipt by the company, in the social offices and on the company's website, of counting the company with such means, for a period of at least 15 working days from the date on which the last of those reports was received, the company having to communicate such a situation to the shareholders by way of an essential fact. Directors shall decide on the desirability of the operation for the social interest within 5 working days of the date on which the last of the evaluators ' reports was received. (6) Where the directors of the company are to decide on the operations of this Title, they must explain the relationship they have with the counterparty of the transaction or the interest they have. They shall also be responsible for the desirability of the operation for the social interest, for any objections or objections expressed by the committee of directors, if any, as well as for the conclusions of the reports of the evaluators or experts. These directors ' opinions must be made available to the shareholders the day after they are received by the company, in the social offices as well as on the Internet site of the companies that have such means, and said The situation must be informed by the society in fact. (7) Without prejudice to the appropriate penalties, the infringement of this article shall not affect the validity of the transaction, but shall grant the company or shareholders the right to sue, of the related infringer, the reimbursement in profit of the company of a sum equivalent to the profits that the transaction would have reported to the related counterparty, in addition to the compensation of the corresponding damages. In this case, it will be for the defendant to prove that the transaction was in line with the provisions of this Article. Notwithstanding the above, the following transactions with related parties may be executed without the requirements and procedures set out in the preceding numbers, subject to the authorization of the directory: (a) operations that are not of relevant amount. For these purposes, it is understood that any act or contract that exceeds 1% of the social patrimony is relevant, provided that such act or contract exceeds the equivalent of 2,000 promotion units and, in any case, when it exceeds 20,000 promotion units. It is presumed that they constitute a single operation all those that are perfected over a period of 12 consecutive months by means of one or more similar or complementary acts, in which there is identity of parties, including the related persons, or object. b) Those operations which, according to general policies of habituality, determined by the directory of the company, are ordinary in consideration of the social change. In the latter case, the agreement establishing those policies or their modification shall be informed as essential and made available to the shareholders in the social offices and on the Internet site of the companies which have such means, without prejudice to the reporting of operations as essential when appropriate. (c) those transactions between legal persons in which the company owns, directly or indirectly, at least 95% of the counterparty's ownership. Article 148. No director, manager, administrator, principal executive, liquidator, controller, or related persons shall be able to take advantage of the commercial opportunities of the company that it has been aware of in its capacity. A commercial opportunity shall mean any plan, project, opportunity or exclusive offer addressed to the company, in order to develop a lucrative activity in the field of its rotation or a complementary one to it. Shareholders may use such commercial opportunities for such commercial opportunities when the company's board has previously disposed of them, or if one year has elapsed since the adoption of the agreement to postpone or accept the commercial opportunity, without the development of their development. Without prejudice to the appropriate penalties, the infringement of this Article shall not affect the validity of the operation and shall entitle the company or shareholders to ask for reimbursement in favour of the company of a sum equal to the profits the operation has been reported to the infringer and any other damages to be credited. Article 149. The provisions of this Title shall apply to both the open and all the subsidiaries, regardless of the legal nature of the companies. ' Article 3.-Introduces the following amendments to the Code of Commerce: 1) Substitute in Article 430, the expressions from "The company" to "open", for the following: " The company for shares that for more than 90 days followed by 500 or more shareholders or, at least, 10% of its subscribed capital belongs to a minimum of 100 shareholders, excluding those who, individually or through other natural or legal persons, exceed that percentage by the sole ministry of the law will be transformed into an anonymous society ". 2) Intercalase, in Title VII, of Book II, following Article 446, the following paragraph 9, new: " § 9. Of the Agencies of Foreign Societies or other Legal Persons with Fines of Lucro Article 447.-For a company or other legal person for foreign profit to be an agency in Chile, its agent or representative must protocolize in a notary of the address that the latter will have in Chile, in the official language of the country of origin, translated into Spanish if they are not in that language, the following documents emanating from the country in which it has been constituted, duly legalised: 1) The evidence that it is legally constituted according to the law of the country of origin and a certificate of validity of the entity; 2) authentic copy of the statutes in force, and 3) A general power granted by the entity to the the agent to represent it in the country, in which it consists of the person's person and is expressed in a clear and precise way that the agent works in Chile under the direct responsibility of the entity, with wide powers to execute operations in his name and in which the powers referred to in the second paragraph of Article 7 of the Treaty are expressly granted to it Code of Civil Procedure. Article 448.-By public deed of the same date and before the same notary before which the protocolization referred to in the preceding article is carried out, the agent shall declare in the name of the entity and with sufficient power to do so: 1) The name with which the entity will function in Chile and the object or objects thereof; 2) That the entity knows the Chilean legislation and the regulations by which it will be governed in the country, its agencies, acts, contracts and obligations; 3) the assets of the entity are affected by the Chilean laws, especially in order to respond to the obligations that it has to fulfill in Chile; 4) That the entity is obliged to maintain in Chile goods of easy realization in order to meet the obligations that 5) What is the effective capital that you will have in the country for the rotation of your operations and the date and the way in which it has to enter the agency's box in Chile, and 6) What is the domicile of the main agency. Article 449.-An extract from the protocolization and writing referred to in the preceding articles, duly certified by the relevant notary, in which the date and number of the protocolization and the aforementioned writing are recorded; the name of the entity and that co n which will operate in Chile; the address it will have in the country; the agency's capital and the name of the agent or representative, must register in the Register of Commerce corresponding to the address of the main agency and be published, by a single In the Official Journal, all this, within 60 days from the date of the protocol. Article 450.-The staff member shall comply with the same formalities as in the previous articles of this Title, in respect of any modification which may occur in connection with the documents or statements to which these provisions are refer to, except as referred to in Article 448 (4). The staff member shall publish the agency's annual balance sheet in a journal of the agency's address, within the four-month period following the end of the financial year. "(3) Intercalase the following Article 507a:" Article 507 a.-The company in question For more than 90 days in a row, it has 500 or more shareholders or at least 10% of its subscribed capital belongs to a minimum of 100 shareholders, excluding those who, individually or through other natural or legal persons, exceed this percentage, by the sole ministry of the law, will be transformed into a public limited company, the relevant provisions of that law, which in this case will prevail over the social status. The following shareholders ' meeting must resolve the adjustments that reflect the new social modality and choose the members of the board that will continue the administration. " TRANSITIONAL PROVISIONS Article 1.-The amendments introduced by this law shall apply from 1 January of the year following that of their publication in the Official Journal. Article 2.-The registration of the entities registered in the Registry of Securities other than issuers of securities of public offer to the date of entry into force of this law shall be cancelled, but shall become a party and shall remain registered, by the sole ministry of the law, in the special register of other informants referred to in article 7 °, incorporated by this law in the market of securities, without it generating the right to withdraw in favor of the shareholders of the society. For all the legal effects which correspond, it shall be considered as a day of registration in the said special register of the entities mentioned above, the registration on the 60th day of the dictation of the general rule to be issued by the Superintendence of Securities and Insurance to regulate the obligation and registration requirements of the reporting entities and their corresponding information and publicity obligations. Article 3.-Those who have incurred any of the conduct classified in Article 61 of Law No 18,045 prior to the entry into force of this law shall remain subject to the legal text of the article in force on this date, without prejudice to Article 18 of the Criminal Code. Article 4-The provisions of paragraph 3. Article 3 of this law will govern the day of January 1, 2011. Article 5.-The requirement for registration in the Register of Account Inspectors and External Auditors of the Superintendence referred to in Article 53 of Law No 18,046 shall be governed by 1 January 2011. " And because I have had to approve and sanction it; therefore, promulgate and take effect as the Law of the Republic. Santiago, 13 October 2009.-MICHELLE BACHELET, President of the Republic.-Andres Velasco Branes, Minister of Finance. What I transcribe to you for your knowledge.-Salute atte. to you, Maria Olivia Recart Herrera, Undersecretary of Finance.