II. Section 1.b ncg n° 461: of the functioning and composition of the Board of Directors
Refresher training
Policy: At the Board meeting held on December 16, 2015, the Board agreed that the following year trainings will be held for its members, considering as part of the matters covered by such trainings the following:
(i) best practices of corporate governance that have been adopted by other entities at the local and international levels.
(ii) major developments that have occurred in the past year locally and internationally with regard to inclusion, diversity and sustainability reports.
(iii) major risk management tools, including those regarding sustainability, which have been implemented in the past year locally and internationally.
(iv) the most relevant cases, sanctions or pronouncements that have occurred in the last year locally and internationally related to the duties of care, confidentiality, loyalty, diligence and information.
(v) review of examples of situations which constitute a conflict of interest in the Board and the ways in which these conflicts of interest may be avoided or resolved in the company's best interests.
Procedure: For the implementation of that policy, at the same meeting, the Board agreed to adopt the following procedure for refresher training:
1. Introduction.
This document establishes the permanent training process that the Board of the Company undergoes.
2. Purpose.
To update Board members so that they can carry out their functions on the basis of updated progress and trends to the particular situation of the Company.
3. Development.
3.1 Updating of knowledge regarding best practices in corporate governance that have been adopted by other entities at the local and international levels.
During the third quarter of each year, a presentation to the Board will be made that includes a review of best corporate governance practices adopted during the last year by companies of a similar nature of the Company in the Chilean and international markets based on publicly available information.
3.2 Major developments that have occurred in the past year locally and internationally with regard to inclusion, diversity and sustainability reports.
During the third quarter of each year, a presentation to the Board will be made that includes the review of the advances made in the past year by companies of similar nature to the Company in the Chilean and international markets based on publicly available information.
3.3 Main risk management tools, including those regarding sustainability, which have been implemented in the past year locally and internationally.
During the third quarter of each year, a presentation will be made to the Board that considers the review of major risk management tools implemented in the past year by companies of similar nature to the Company in the Chilean and international markets based on publicly available information.
3.4 Update on the most relevant cases, sanctions or pronouncements that have occurred in the past year at the local and international levels related to the duties of care, reservation, loyalty, diligence and information.
During the third quarter of each year, a presentation will be made to the Board on this matter, identifying by nature of the analyzed duty (care, confidentiality, loyalty, diligence and information) the cases or matters occurring during the last period that are useful to Directors for a more extensive understanding of the fulfillment of those fiduciary duties
3.5 Review of examples of situations which constitute a conflict of interest in the Board and ways in which these conflicts of interest may be avoided or resolved in the best interests of the company.
During the third quarter of each year, a presentation will be made to the Board on this matter, identifying situations and cases or matters related to the subject that are useful to Board members to gain a more extensive understanding of the matter.
3.6. Communication.
The matters concerning which training activities for the Board of Directors have taken place over the previous year will be incorporated in the annual report.
4. Person responsible for the action.
The person responsible for annually coordinating the training process is the Secretary of the Board, and shall agree with the president of the Board as to the dates and matters concerning which the meetings referring to such practices are conducted, and should propose in the Board's calendar of activities the dates defined for such purposes, as well as specific matters and presenters in charge of them.