Board committees and members

The Board may delegate some of its powers to its Chairman, a Director, or Committee of Directors, to the Chief Executive Officer, or to one or more other employees of the company and, for certain purposes, to other individuals. Currently, the following Special Director Committees exist: Directors Committee and Audit, Compliance and Risk Subcommittee; Corporate Governance and Human Resources Committee; Projects, Contracts and Financial Risk Committee; Sustainability Committee.

Directors Committee

Chairman: Rodrigo Manubens Moltedo

Director: Laura Albornoz Pollmann

Director: Rodrigo Azócar Hidalgo

Guest Director: Ximena Corbo Urzúa

Secretary: Igor Roco Cristi

Its main features include:

  1. Review external auditors’ reports, financial statements and balance sheets presented by administrators or liquidators to shareholders, and express their opinions before they are presented to shareholders for approval.

  2. Propose names of external auditors and private risk classifiers to the Honorable Board of Directors, if necessary, to be suggested to the respective Shareholders' Meeting.

  3. Identify and review records related to transactions with related parties (Title XVI of the Corporations Law);

  4. Review salary systems and compensation plans for managers, senior executives and company employees;

  5. Prepare an annual report on its management, including its main recommendations to shareholders;

  6. Inform the Honorable Board of Directors regarding the convenience of contracting or not the external auditing firm for the provision of services that are not part of the external audit, provided that they are not prohibited;

  7. Any other matters indicated in the Company’s bylaws, or entrusted to it by the Shareholders' Meeting or the Honorable Board of Directors, as the case may be; and additionally;

  8. Analysis of potential conflicts of interest, proposing to the Honorable Board of Directors the adoption of such measures it deems appropriate;

  9. Continuously verify the work of the Compliance Management and the Legal Management of the Company, who must report their progress on a monthly basis; and

  10. Make comments and proposals to be included in the annual report.


Audit Committee

Chairwoman: Ximena Corbo Urzúa

Director: Laura Albornoz Pollmann

Director: Rodrigo Manubens Moltedo

Director: Nolberto Díaz Sánchez

Secretary: Igor Roco Cristi

Its main functions are:

  1. Promote a robust internal control environment and a comprehensive risk management system;

  2. Permanently verify the work of the Audit Management and the Risk Management of the Company, who must report their progress monthly;

  3. Supervise the operation of the internal control systems and the administrative-accounting system, as well as the reliability of the latter and all financial information or other significant facts that must be presented to the authorities;

  4. Examine and recommend significant changes that the Company adopts regarding the treatment of the Financial and Accounting Policies and propose their approval to the H. Board of Directors;

  5. Examine reports on audits and reviews carried out by external regulatory bodies;

  6. Monitor the activities to incorporate into the Company's culture good practices of integral risk management and prevention, with respect to each of the members of the Company, with the aim that this is reflected in their participation and responsibility in the risk management system; and

  7. Any other that the H. Board of Directors defines.


Risk and Operational Integrity Committee:

Chairwoman: Gloria Maldonado Figueroa

Director: Rodrigo Manubens Moltedo

Director: Andrés Rebolledo Smitmans

Director: Nolberto Díaz Sánchez

Secretary: Igor Roco Cristi


Sustainability Committee

Chairman: Nolberto Díaz Sánchez

Director: Andrés Rebolledo Smitmans

Director: Gloria Maldonado Figueroa

Director: Ximena Corbo Urzúa

Secretary: Igor Roco Cristi

Its main functions are:

  1. Promote an adequate environment of occupational safety and hygiene;

  2. Supervise the operation of control and reporting systems in matters of occupational safety, hygiene and the environment, as well as the comprehensive management of these risks, supervise the implementation of policies related to the environment, hygiene, occupational safety and prevention within Companies of the ENAP Group;

  3. Review the plans and activities in matters of occupational safety in conjunction with the Occupational Health and Safety Management and make recommendations;

  4. Monitor plans and activities in environmental matters in conjunction with the Corporate Affairs Management and make recommendations;

  5. Monitor the annual plans and evaluate their execution and analyze reports on the reviews conducted by the external regulatory bodies on matters of occupational safety, hygiene and the environment and make recommendations;

  6. Review the effectiveness of systems to monitor compliance with laws and regulations on occupational safety, hygiene and the environment and make recommendations;

  7. Continuously verify the work of the Occupational Health and Safety Management and the Environment Management, who must report their progress monthly; and

  8. Any other function defined by the Honorable Board of Directors.


Corporate Governance and Human Resources Committee:

Chairman: Andrés Rebolledo Smitmans

Director: Gloria Maldonado Figueroa

Director: Ximena Corbo Urzúa

Director: Nolberto Díaz Sánchez

Secretary: Igor Roco Cristi

Its main functions are:

  1. Ensure the proper functioning of the Company's corporate governance;

  2. Analyze supplier contracting policies and make recommendations;

  3. Examine the adoption of anti-corruption policies and practices and make recommendations;

  4. Monitor and collect information to determine that the Company's policies, procedures, protocols, guidelines or instructions align with their defined objectives;

  5. Analyze the Company's antitrust policy, as well as its modifications and updates;

  6. Review and update the community relations policy and make recommendations;

  7. Examine the budget and community contribution initiatives, as well as ensure their correct execution;

  8. Analyze labor relations and career planning and make recommendations;

  9. Examine significant labor contingencies and the bases of agreement to compromise in those cases that are deemed appropriate;

  10. Continuously verify the work of the Corporate Affairs and Sustainability Management and the People Management, who must report their progress on a monthly basis; and

  11. Any other functions defined by the Honorable Board of Directors.


Contracts and Projects Committee:

Chairwoman: Laura Albornoz Pollmann

Director: Rodrigo Manubens Moltedo

Director: Rodrigo Azócar Hidalgo

Director: Gloria Maldonado Figueroa

Secretary: Igor Roco Cristi

Its main functions are:

  1. Identify and approve those operations whose total amounts are equal to or greater than USD 5 million and do not exceed USD 20 million;

  2. Analyze and propose decisions to the Honorable Board of Directors on all matters relating to contracts, projects and financial risks exceeding USD 20 million;

  3. Establish general guidelines and criteria applicable to the operations, actions and contracts entered into by the Company;

  4. Review the design and general terms of the company's tenders, as appropriate, according to the amounts specified in numbers 1 and 2 above;

  5. Analyze and make recommendations regarding financing contracts;

  6. Review and recommend proposals for investment and new businesses;

  7. Control and follow up on the Investment Plan, proposing to the Honorable Board of Directors any modifications or updates deemed relevant; and

  8. Any other function defined by the Honorable Board of Directors.


New Business and Innovation Committee:

Chairwoman: Gloria Maldonado Figueroa

Director: Ximena Corbo Urzúa

Director: Andrés Rebolledo Smitmans

Director: Laura Albornoz Pollmann

Secretary: Igor Roco Cristi