Introduces Improvements To The Rules Governing The Corporate Governance Of Companies

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

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"(Artículo 1°.-Introdúcense las siguientes modificaciones en la ley N° 18.045, Ley de Mercado de Valores: 1. Modifíca_se el artículo 1°, de la siguiente forma: a) added in the first paragraph, between the expression"securities;"and"senders"the phrase"open corporations";."

(b) delete the second paragraph.

2 Eliminanse third and fourth subparagraphs of article 3.

3 modify article 4, in the following way: to) replace the second paragraph by the following: "The Superintendent, by means of a general rule, may establish that certain types of offerings of securities do not constitute public offerings, considering the number and type of investors which are directed, the means through which communicate or materialized and the amount of the securities being offered.".

(b) replace in the third paragraph the word "resolutions" by "standards".

4 modify article 4 bis as follows: to) Insert, in the letter c), then of expression ", guarantees" the following: ", preferences".

((b) add the following letter f): "f) qualified investors: intermediaries and institutional investors from securities operations of own account, as also those natural or legal persons habitually performing operations with values for significant amounts either that by their profession, activity or heritage fits boast that they have a knowledge of the operation of the stock market." The Superintendent, by means of a general rule, be fixed conditions and parameters that determine that these people qualify as investors in this class. "."

5 amending article 5 in the following way: to) replace in the second paragraph the expression "they recorded" by the following "must sign".

((b) replace the letter c) of the second paragraph the phrase that goes from the expression "referred to in the second paragraph of article 1, and" by the phrase "anonymous that they have 500 or more shareholders or, at least, 10% of its subscribed capital belong to a minimum of 100 shareholders, excluding those who individually or through other natural or legal persons ", exceed that percentage, and".

((c) add in) (d) of the second paragraph the word "societies" and the word "that", the expression "anonymous", and before the final dot (.) the phrase "or that due to legal obligations they must register them".

(d) add the following final paragraph: "the application for registration of an issuer in the securities registry must be necessarily accompanied by a request for the recording of the values that the issuer be offered publicly. However, you will not be required to offer values registered until after that expires a year from your registration. "."

6 replace, in the second paragraph of article 6 °, the expression "values and societies" with the words "actions"; added, between the expression "concerns" and the article "the", "the letter c)" expressions, and the expression "the second paragraph of article 1" be replaced by "in article 5".

7. replace article 7 °, by the following: 'article 7. Persons who by law must be subject to control, control or supervision of the Superintendence and other than those referred to in subsection first article 1 °, shall not be required to register in the register of securities. However, the aforementioned persons must comply with reporting obligations which impose them laws.

The Superintendent shall establish, by rule of general character, the information which indicated entities in the preceding paragraph, which are not values stations, must be provided to the Superintendent and to the public in general. Such information may not exceed that required of issuers of securities, both in content and periodicity, form, and advertising, without prejudice to the powers of the Superintendent to carry out additional requirements which are explained by the need to specifically monitor the activity of the entity type or industry that it integrates. To do so, the Superintendent may determine reporting entities to enroll in special registers setting, by a general rule, the requirements for this standard. "."

8 amended article 10, in the following way: to) replace the first paragraph with the following: "article 10. The entities listed in the register of securities shall be subject to this law and its complementary norms and should provide information that establishes the law the Superintendency and the public in general with the periodicity, advertising and in the form determined by the Superintendent as a general rule. "."

(b) add in the second paragraph, then of the separate dot (.) which happens to be followed, the following: "is the responsibility of each entity directory adopt an internal standard that covers procedures, control mechanisms and responsibilities that ensure disclosure. The relevant standard, shall conform to the standard of a general character issued by the Superintendence. "."

((c) change the fourth subparagraph, in the following way: i) delete the word "business".

(ii) be inserted between the word "adoption" and the final dot (.), the phrase "by technological means which enable the Superintendent".

9 Reemplazanse in the first paragraph of article 11, the expressions "entities other than corporations, but subject to the control of the Superintendent in accordance with this law" by the following: "other than the corporations publicly offered securities issuers".

10 amending article 12, in the following way: to) replace the first paragraph by the following: 'article 12. People directly or through other natural or legal persons holding 10% or more of the subscribed capital of an open joint-stock company, or that because of an acquisition of shares ever having that percentage, as also the directors, liquidators, executives, administrators and managers of those companies, any is the number of shares holding directly or through other natural or legal persons, must inform the Superintendent and every one of the stock exchanges of the country in which the society has values recorded for your quote, any acquisition or disposition that shares of that company. Equal obligation shall apply with respect to any acquisition or disposal carried out contracts or securities whose price or result depend on is conditional, in whole or in part significant, variation or evolution of the price of such actions. Communication should be sent at the latest the day after that operation, has materialized by technological means indicated by the Superintendency by general rule. "."

(b) add the following third paragraph: "The Superintendent shall determine, by means of a general rule, media through which information referred to in this article must be sent.".

11 Reemplazanse in article 13 expressions "controlled societies" for the following "issuers".

12 amending article 15, in the following way: to) replaced the letter to), with the following: "a) in the case of actions when the issuer has not met the requirements set out in point (c)) of the second paragraph of article 5 of this Act during the preceding 6 months;".

((b) replace the letter b), with the following: "b) when the values have been entered voluntarily and thus its issuer, requests it unless it corresponds to some cases of mandatory registration;".

13 replace the heading of title IV, with the following: "Title IV of the transactions on securities offer public".

14 Agreganse the following items 16, 17, 18, 19 and 20: "article 16. Issuers of publicly offered securities, should adopt a policy that establishes rules, procedures, control mechanisms and responsibilities, under which directors, managers, administrators and executives leading, as well as entities directly controlled by them or by a third party, may acquire or dispose of values of society or securities whose price or result depends on or is conditioned in whole or in significant part, variation or evolution of the price of these securities.

The policy may impose, among others, the following limitations to persons referred to in the previous paragraph: to) a ban on total and permanent perform any of the operations referred to in the preceding paragraph.

(b) a prohibition transient, for periods defined by the Board in response to activities, events or processes of the Organization, during which shall refrain from performing any of the operations referred to in the preceding paragraph.

(c) a permanent ban acquire and dispose of, or to alienate and subsequently acquire, the values indicated in the foregoing paragraph, if such operations not has passed at least a certain period of days stock.
In the cases referred to in previous, as well as in others which may take the internal politics of each entity, may establish the violation of the prohibition to generate for the offender, besides labor effects that apply, the obligation to pay a fine equivalent to the respective entity, a: i) a percentage of the operation or ii) the total amount of the gain obtained or avoided loss. The application of this fine shall be without prejudice to the application of legal sanctions that are from when the law has also been violated.

Standards adopted by the directory / administrator in accordance with this article, and amendments, shall be put to the attention of the public, through a notice inserted in a newspaper of national circulation or on its Web site, as they have with this medium.

Article 17. Directors, managers, administrators and senior executives, as well as entities directly controlled by them or through other persons, shall inform each of the stock exchanges of the country in which the issuer is registered, its position on this and the entities of the Group of values of that part. This information shall be provided within third business day when people assume his post or be incorporated into the public record indicated in article 68, when they leave office or be removed from registration, as well as whenever that position be changed significantly.

Article 18. Persons referred to in article 16 shall, in addition, report monthly and reserved way, to the directory or Manager of the issuer, its position in suppliers, customers and most relevant competitors of the company values, including those possessing entities controlled directly or through third parties. The directory or Manager of the issuer will determine who will be included in the above mentioned qualities, and must in effect form a reserved list that will keep properly updated.

Article 19. The Superintendent, by means of a general rule, define cases that may be exempt from the application of the restrictions set out in article 16.

Also, the Superintendency shall determine, by general rule, minimum criteria and exceptions that must be considered in the preparation and submission of the information referred to in article 17, as also the opportunity and form in which she is should send you.

Article 20. Open corporations shall inform the Superintendence and to the stock exchanges on which their actions, acquisitions and disposals for their actions to their related parties carried out possibly, in the form and with the frequency determined by the Superintendency by general standard. "."

15 in the letter to) of article 23, be inserted between the expression "registration" and followed dot (.), the "(, en la medida que se ajusten a las normas dictadas en conformidad con el artículo 44 letra e) phrase" and add the following sentence following the separate dot (.), that happens to be followed dot (.): "the register of the shares on a stock exchange should be requested within the eleven months following the date of registration of such shares in the register of securities. "."

16 amended article 33, as follows: to) added in the first paragraph, then of the separate dot (.), that happens to be followed dot (.), as follows: "notwithstanding, stockbrokers and securities agents must, in addition, define, make public and properly maintain updated, rules governing procedures, control mechanisms and responsibilities that shall apply in the management of the information to question the decisions of acquisition" alienation and acceptance or rejection of specific offers its customers, as well as any study, analysis, or other background that can have an impact on the supply or demand of values in which transaction to participate. These rules and any modifications must conform to minimum requirements the Banking Superintendent through general standard. "."

((b) amend the second paragraph in the following way: i) Insert, between the words "subject to" and "regulations", the expression "its internal politics and a".

(ii) Insert the word "respective" and "approved", a comma (,).

17 amending article 54, in the following way: to) in the first subparagraph, reemplazanse expressions "which make public offering of its stock" by the 'open' voice.

((b) amend the second paragraph, in the following way: i) Insert, between the words "national" and followed dot (.), the phrase "and on the website of the entities seeking to obtain control, have such means".

(ii) replace the sentence "started negotiations to achieve control, through the delivery of information and documentation of that society" by "entered into negotiations to achieve their control or as soon as we have delivered information or reserved documents of that society".

18 Reemplazanse in article 54 A, the expressions "that make public offering of its stock" by the expression "anonymous open".

(19 delete the second paragraph of the letter f) of article 59.

20. delete the final paragraph of article 60.

21 replaced section 61 with the following two: "article 61. That in order to mislead in the stock market spread information false or biased, even if it does not pursue this obtain advantages or benefits for themselves or third parties, you will suffer the penalty of lower grades in presidio minimum to medium.

The penalty referred to in the preceding paragraph shall be increased to a degree, when the described behavior make it who, owing to his position, position, activity or relationship, the Superintendent or an entity controlled by it, may possess or have access to privileged information.

Article 61 bis. In the offences referred to in articles 59, 60 and 61, in addition to the penalties provided for there, may be imposed penalty accessory of disqualification for the exercise of the profession, if the author has acted to prevail in their professional status; or the special disqualification of five to ten years to serve as Manager, Manager, liquidator or administrator in any capacity of a corporation or other entity subject to supervision of the respective Superintendent. "."

22 amending article 68, in the following way: to) modify the first subsection, in the following way: i) Insert, between the expression "effect", and "such", the phrase "shall be the responsibility of the Board of".

(ii) replace the expression "within the period of the third business day of the fact must inform all appointment, vacancy or replacement arising with respect to these charges" by the phrase "deliver to the Superintendent the list of people that will form part of the public record and give notice of any changes which affect you within the term of the third business day of the fact".

((b) amend the second paragraph, in the following way: i) Insert, between the word "person" and "that", the word "natural".

(ii), replace the phrase "relevant powers of representation or decision in the society in matters inherent to the giro, regardless of the name given them" by the sentence "the ability to determine the objectives, plan, direct, or control top driving business or strategic entity policy, either alone or together with others. In carrying out the activities previously mentioned not be attend quality, shape, or form work or contract under which the Chief Executive is related to the entity, or to the title or name of your office or work".

23 modify the letter c), article 100 in the following way: to) Insert, between the words "Administrators" and "or settlement", the expression ", senior executives".

(b) delete the expression "or affinity" and insert, after the comma (,), the phrase "as well as any entity controlled, directly or through other persons, by any of them, and".

24 modified article 101, in the following way: to) delete the second paragraph, passing the current third paragraph, to be second paragraph.

(b) Reemplazanse in current third paragraph, which happened to be paragraph second, "preceding subparagraphs" expressions by the following "the preceding paragraph".

25 replace the second paragraph of article 164 by the following: "Also means insider, possessing over decisions of acquisition, alienation and acceptance or rejection of specific offerings of an institutional investor in the stock market.".

26 amended article 165, in the following way: to) Replace subparagraph first of article 165 by the following: 'article 165. Anyone who possess inside information, because his position, position, activity or relationship with the respective issuer of securities or persons mentioned in the following article, must save booking and may not use it on own or foreign, benefit or acquire or dispose, for himself or for a third party, directly or through others values upon which possess privileged information. "."

((b) amending the third subparagraph, in the following way: i) replaced the expression "relate" to the word "possession".
(ii) replaced the expression "corridor", with the phrase "middleman, and the operation conforms to its standard internal, established in accordance with article 33".

27 article 166 replaced by the following: 'article 166. It is presumed that the following people have privileged information: to) the directors, managers, administrators, liquidators and main executives of the issuer or of the institutional investor, in his case.

((b) the persons referred to in letter a) precedent, which play in the controller of the issuer or of the institutional investor, in his case.

(c) controlling persons or their representatives, performing operations or negotiations aimed at the disposal of the control.

(d) the directors, managers, administrators, attorneys, Chief Executives, financial advisors or operators of intermediaries of values, with respect to the information of the second paragraph of article 164 and that relating to the placement of values that has been entrusted to them.

Also presumed to possess inside information, to the extent that had direct access to information, the following persons made object: to) Executive principals and dependent companies of external audit of the issuer or of the institutional investor, in his case.

(b) partners, managers managers and Executive principal and members of the boards of classification of sorting societies risk, that classified values of the issuer or to the latter.

(c) the employees working under the direction or supervision of the directors, managers, administrators, liquidators or major executives of the issuer or of the institutional investor, in his case.

(d) people that provide advisory services permanent or temporary to the issuer or institutional investor, in his case, to the extent that the nature of its services can allow them access to such information.

(e) public officials dependent on the institutions that hold to issuers of publicly offered securities or funds authorized by law.

((f) spouses or cohabitants of the persons mentioned in the letter to) of the first paragraph, as well as any person who dwells in the same domicile. "."

28 article 167 replace by the following: 'article 167. Persons who, owing to his office or position, have, have had, or have access to privileged information obtained directly from the issuer or investor, institutional, in your case, or through the persons referred to in the previous article, shall be obliged to comply with the rules of this title even though they have ceased in the relationship or respective position. "."

29 insert in subparagraph first of article 168, between the words "managers" and u operators, as well as between the expressions "managers" and "or settlement", the expression ", senior executives".

30 insert in the last subparagraph of article 169, between the words "parents", and "advisors", the expression "Executive principal,".

31 insert in subparagraph first of article 170, between the words "title"and"also", the phrase "and of the provisions of the first paragraph of article 33".

32 insert in subparagraph first of article 171, between the words "values" and "that", the expressions "public offering" and eliminanse the expressions "and the values of the institutions and bodies referred to in paragraphs second, third and fourth of the article 3 of this law".

33 Intercalanse in article 179, following third, fourth and fifth subparagraphs, becoming current paragraphs third and fourth sixth and seventh subparagraphs: "above persons may exercise the right to vote of values in their custody only if they are authorized expressly for this by the owner at the time of be concerned custody. In case of not having such authorization, they may only vote if they have required specific instructions to the holder and on those issues which have actually received them. For this, they may divide their vote even in situations other than the election of Directors and shall indicate expressly to vote each of materials submitted for consideration to the investors, the total number of own shares that vote and the total number of shares by third parties which vote in favour, against or with respect to which did not receive instructions. The owners instructions should include in a reserved register subject to the control of the Superintendent, which shall contain the information and be retained for as long as is determined by means of a general rule.

Values that can not be voted in accordance with the provisions of the preceding paragraph will be considered, however, in the calculation of the quorum of assistance in the case of entities which have not adopted distance voting mechanisms authorized by the Superintendency.

Persons referred to in this article only may exercise the vote of values in their custody through their legal representatives, especially empowered employees for this purpose or their own lawyers, and cannot be delegated under any circumstances in favour of third parties to them. "."

34 amending article 198, in the following way: to) Reemplazanse, first paragraph, the expressions "that make public offering of its shares" for the expression "open".

(b) Reemplazanse, in the second paragraph, the expressions "that make public offering of its shares" for the expression "open".

35 modified article 199, in the following way: to) Reemplazanse, first paragraph, the expressions "that make public offering of the same" by the expression "anonymous open".

((b) in the letter a), delete the expression "to a person".

((c) in point (b)), replaced the expression "69 ter of law N ° 18.046" by "199 bis".

((d) in point (c)), replaced the word "person" for "is"; reemplazanse the words "that make public offering of its stock" by "open joint-stock company"; e insert the word "is", then the expression "consolidated,".

36 added the following article 199 bis: "article 199 bis." If as a result of any acquisition, a person or group of persons with agreement of joint performance reaches or exceeds two-thirds of the shares issued with voting rights of an open joint-stock company, you must make a takeover bid for the remaining shares, within the term of 30 days, from the date of the acquisition.

Such offer must be at a price not less that would be if there right to withdrawal.

She is not made the offer in due time and without prejudice to penalties for non-compliance, will be born for the rest of the shareholders the right to withdrawal in accordance with article 69 of law No. 18,046. In this case, be taken as the reference date for calculating pay, the day following the expiration of the period referred to in subsection first.

Do not govern the obligation established in subsection first, when the rate as a result of a reduction of full-fledged capital, for not being fully subscribed and paid an increase within the statutory period, or because of a public offer for acquisition of shares validly effected by all of the shares of the company there is achieved. Shall not apply in cases in which the referral percentage is reached as a result of the operations referred to in the second paragraph of article 199. "."

37 replaced by subsection first article 201, the figure "90" by "30", the figure "120" for "90" and the phrase "have sold them" by the phrase "may have sold you before or in the offer".

38 Intercalanse, in the first paragraph of article 203, between the word "societies" and the expression "that" the expressions "anonymous open" and suprimense the expressions "and make public offering of its stock".

39 insert in subparagraph first of article 205, between the words "30 days" and the final dot (.) the phrase ", without prejudice to the provisions of the second paragraph of article 206." Both the first and the last day of the term will begin and end, respectively, at the opening and closing of the stock market in which the values of the offer are registered."

40 insert following paragraph third, again, passing the current third subparagraph in article 206 to be fourth paragraph: "when an offer has materialized through a stock exchange, offers competitors shall take place under the same procedure and its expiration date." When the offer has been made via a stock market, offers competing may fix your due date freely, in accordance with the rules of this title. However, in case of extension of the first offering, offers competing only is may be extended, according to the previous article, for a period that coincides with the expiration of the extension of the first offering, so that all of them end up on a same date. "."

41 replace, in article 217, the phrase "public limited companies that make public offering of its values will be authorized" by the phrase "issuers of publicly offered securities shall be authorised".

42. merge the following title XXVIII, then article 238: "title XXVIII of the companies of external audit
Article 239. For the purposes of this law, external audit firms are companies which, led by its partners, mainly the following services provided to issuers of securities and other persons subject to the supervision of the Superintendency: a) selectively examined the amounts, backs and background that make up the accounting and the financial statements.

(b) evaluate the accounting principles used and the consistency of its application with the relevant standards, as well as the significant estimates made by the management.

(c) issue its findings regarding the general presentation of the accounts and financial statements, indicating with a reasonable degree of safety, if they are free of significant and comply with the relevant standards on comprehensive, consistent and reliable way.

The references made in this or other laws to external auditors registered in the registry of the Superintendency or similar expressions, are to be understood made to external audit companies that are registered in the register of companies of audit external that will take the Superintendent in accordance with this title, hereinafter the 'register'.

All company external audit can serve to issuers of securities and corporations open and special, whenever she partners who sign audit reports, managers direct the audit and all members of the audit team, have independence of judgement with respect to the audited entity and complying with the provisions of this title.

Article 240. External audit firms shall be subject to the control of the Superintendent in regard to the external audit services, which may only provide upon registration to the registry and while they are registered in it.

The Superintendency must be the entry in the register once the company's external audit certifying compliance with legal requirements and internal regulations.

The external audit companies, to apply for registration in the register, shall submit copy of its rules of procedure, which shall be established, at least the following matters relating to the activity of the company: (i) the rules of procedure, control and analysis of audit; (ii) the rules of confidentiality, privileged or reserved information handling and solution of conflicts of interest, and (iii) the standards of independence of judgment and technical suitability of the staff responsible for the management and execution of the external audit. The Superintendent, by means of a general rule, may regulate essential rules content, minimum standards of technical adequacy and its forms of accreditation.

The registration referred to in the preceding subparagraphs may be cancelled when the Superintendent so resolve, through founded resolution and after hearing the company's external audit affected by this in some of the following situations: a) fail to comply with any of the requirements for registration. The Superintendent, in certain cases, may be granted to the person concerned a period to remedy the breach, which in no case may exceed 120 days.

(b) fail to play the role of external audit, on the terms laid down in article 239 hereof, for more than one year.

(c) be a partner in any of the situations referred to in article 241 and keep it there for more than ninety days.

In addition, the registration may be cancelled or suspended up to a year in the same manner indicated in the preceding paragraph, when external audit firms are responsible for: to) incur serious or repeated breaches of obligations or prohibitions imposed this law, its supplementary rules or other provisions that govern them.

(b) incompatible with sound practices of stock market transactions.

Article 241. May not be members of an audit firm: to) those who are civil servants or workers under contract of employment or fees of the Central Bank of Chile, the Superintendency and the Superintendence of banks and financial institutions and pensions, as well as prosecuting those pertaining to disabilities and prohibitions laid down in articles 35 and 36 of law No. 18,046 with the exception of the teaching or academic works that may be included at N ° 4 of the cited article 35.

(b) who has been sanctioned repeatedly or severe by the Superintendent in accordance with Decree Law Nº 3.538, 1980, or the Decree Law Nº 251 of the year 1931, of the Ministry of finance; or sentenced pursuant to articles 59 to 61 of this law, or article 134 of the law Nº 18,046;

(c) a person who has been sanctioned repeatedly or severe by the Superintendency of banks and financial institutions or by the Superintendency of pensions.

((d) who, at the time of the facts, to run outside driver or Manager of a legal person sanctioned in accordance with the standards listed in the letters b) and c) precedents.

(e) the managers of banks and financial institutions, stock exchanges, intermediaries of securities or any institutional investor and persons who, directly or through other natural or legal persons holding 5% or more of its capital.

Article 242. External audit firms can develop activities other than those listed in article 239, provided that they do not compromise its technical suitability or independence of judgement in the provision of the services of external audit, and previous compliance with its rules of procedure.

However, external audit firms not may provide simultaneously and on a same entity than those referred to in the first subparagraph of article 239, external audit and any of the services listed below: a) internal audit.

(b) development and implementation of accounting systems and financial statements.

(c) bookkeeping.

(d) appraisals, valuations and actuarial services that involve the calculation, estimation or analysis of facts or factors of economic impact to serve for the determination of amounts of reserves, assets or obligations and which involves a ledger in the financial statements of the audited entity.

(e) advice for placement or intermediation of securities and financial agency. For these purposes, not shall be understood as counseling services provided by legal requirement or regulatory in relation to the information required for cases of public offer of securities.

(f) advice on the recruitment and administration of personnel and human resources.

(g) sponsorship or representation of the entity audited in any administrative or judicial and arbitral, proceedings except in audits and tax proceedings, provided that the amount of the set of such procedures is immaterial according to generally accepted audit criteria. The professionals carrying out such efforts may not intervene in the external audit of the person who defend or represent.

Corporations open, only when this directory, agreed following a report of the Board of Directors, if any, you will allow the hiring of the company's external audit for the provision of services which, not being included in the previous listing, not part of the external audit.

Article 243. It is presumed that they lack independence of judgement with respect to an audited society, the following natural persons that participate in the external audit: to) those related to the entity audited under the terms established in article 100.

(b) those that have a link of subordination or dependency, or who provide services other than the external audit to the audited entity or any of its group of companies.

(c) those who have securities issued by the audited entity or by any other entity of your business group or securities whose price or result depends on or is conditioned, in whole or in significant part, to the variation or evolution of the price of these securities. It shall be deemed for the purposes of this letter, the values that possess the spouse and also promises, options and those who have received this warranty.

(d) workers of an intermediary of values with current contract placement of titles of the audited entity and the related people of him.

e) which have or have had a working relationship over the past twelve months or significant business relationship with the audited entity or one of the entities of its group business, other than the same external audit or other activities carried out by the company's external auditors in accordance with this law.

(f) the members of the company's external audit, when leading the audit of the entity for a period exceeding 5 years in a row.

Article 244. Means that an external audit firm does not have independence of judgement with respect to an entity audited in the following cases: a) if it has, directly or through other natural or legal persons, a significant contractual or credit, active or passive, relationship with the audited entity or one of the entities of its group business, other than the external audit as such or other permitted activities in accordance to article 242.
(b) If, in the form directly or through other entities, owns securities issued by the audited entity or any other entity of your business group.

c) if it has paid directly or through other persons, any of the prohibited services in accordance with the provisions of article 242 simultaneously with the external audit.

Article 245. In the event that exists or rendered a causal of lack of independence of judgment which is described in the preceding articles, the external auditing firm must report it to the directory or to the Board of Directors of the audited entity and may not provide or continue providing services of external audit, except in the following circumstances ((: a) in the case of the article 243, when those affected are separate from the audit team and apply measures corrective that ensure the re-establishment of the independence of judgement with respect to the audited company, or b) in the event that befalls any of the grounds relating to lack of independence of the 244 article and this is not remedied within 30 days of such report the external audit company can continue to provide the services contracted for the current financial year.

Article 246. External audit companies corresponds them especially to examine and express your professional and independent opinion on accounting, inventory, balance sheet and other financial statements in accordance with the generally accepted audit standards and instructions that is providing the Superintendent, if any. In addition to the stated in article 239, external audit firms must: to) point to the management of the audited entity and the Board of Directors, where appropriate, the shortcomings detected in the development of the external adoption audit and maintenance of practical accounting, administrative and internal audit systems, identify discrepancies between the accounting principles applied in the financial statements and the relevant criteria usually applied in the industry in which that entity carries out its activities, as well as, in the fulfillment of tax obligations of the company and its subsidiaries included in the respective audit.

(b) inform the relevant supervisory bodies any serious deficiencies referred to in the previous paragraph and that, according to the auditing company, not has been solved promptly by the management of the audited entity, insofar as it may affect the proper presentation of the financial position or results of operations of the audited entity.

(c) inform the audited entity, within the first two months of each year, if the income obtained from it, by itself or together with other entities of the group to which she belongs, whatever the concept by which received such income, and including in the calculation those obtained through its subsidiaries and matrix exceeds 15% of the total operating revenues of the company's external audit for the previous year. In the case of public limited companies open, after such notice, external audit services only may be renewed by the ordinary general meeting of shareholders by two-thirds of the shares with right to vote and thus in all the following exercises, while revenue from the company's external audit exceed the stated percentage.

Article 247. Only for the purposes of external audit, the audited entity should be put at the disposal of the company's external audit the information necessary to perform this service, including all books, records, documents and history of the entity and its subsidiaries, if any.

In case that the information made available is confidential or subject to the reservation, the external auditing firm must keep it secret and will be responsible for the disclosure or misuse that dependents with respect to it.

Article 248. All opinions, certification, report or opinion of the company's external audit shall be based on techniques and audit procedures that provide a reasonable degree of reliability, provide sufficient evidence, and its content is accurate, complete and objective.

The company's external audit shall keep, for at least six years from the date of the issuance of such opinions, certifications, reports or opinions, all the background that served as a basis for its development. The Superintendent, by means of a general rule, may establish media and file and custody of such background conditions. In no case may destroy documents that say direct or indirect relationship with any controversy or pending litigation.

The external audit of entities domiciled in Chile report shall be signed at least by the partner with domicile and residency in Chile that led the audit. When they are mentioned, anyone who has signed audit reports must attend shareholders meetings to answer the questions formulated him regarding his report and the activities, procedures, findings, recommendations and conclusions, which are relevant. The Superintendent may authorize mechanisms enabling them to fulfil the obligation above by means of communication that ensure the fidelity and simultaneity of their opinions.

Article 249. Enterprises of external audit, in the provision of external audit services, and persons involved in this audit in its name, will respond to slight fault for the damages that deferring. "."