CORPORATE GOVERNANCE

Shareholders decide on the composition of the Board of Directors. Since 2016, it has been made up of nine board members, both independent and connected to the controlling company. In this role for three years, they meet regularly each month and extraordinarily when appropriate.

It fulfills the duties of corporate administration regulated under Law 18,046 on Corporations. It is responsible for strategic planning in terms of review, correction, validation and monitoring of its performance, as well as the annual business plan and budget for its execution.

It meets at least once every six months with executive partners from the external audit firm in charge of examining the financial statements in order to discuss the audit plan and other key aspects in this regard.

Shareholders decide on the composition of the Board of Directors. Since 2016, it has been made up of nine board members, both independent and connected to the controlling company. In this role for three years, they meet regularly each month and extraordinarily when appropriate.

It fulfills the duties of corporate administration regulated under Law 18,046 on Corporations. It is responsible for strategic planning in terms of review, correction, validation and monitoring of its performance, as well as the annual business plan and budget for its execution.

It meets at least once every six months with executive partners from the external audit firm in charge of examining the financial statements in order to discuss the audit plan and other key aspects in this regard.

MEMBERS

Luis Felipe Gazitúa Achondo Chairman Appointment date: 26/04/2019
Jorge Bernardo Larraín Matte Vice-Chairman Appointment date: 28/04/2022
Ximena Verónica Corbo Urzúa Board Member Appointment date: 28/04/2022
María Cecilia Facetti De Savoldi Board Member Appointment date: 28/04/2022
Jorge Eduardo Marín Correa Board Member Appointment date: 26/04/2019
Jorge Matte Capdevila Board Member Appointment date: 26/04/2019
Bernardo Matte Izquierdo Board Member Appointment date: 28/04/2022
Carmen Margarita Isabel Sfeir Jacir Board Member Appointment date: 28/04/2022
Pablo Turner González Board Member Appointment date: 26/04/2019
Patricio De Solminihac T Permanent advisor to the Board of Directors

BOARD COMMITTEES

The Board of Directors has two committees for fulfilling its duties. They are free to turn to specialists when deemed appropriate, limited by the expenditure budget approved for the respective year.

The Board of Directors has two committees for fulfilling its duties. They are free to turn to specialists when deemed appropriate, limited by the expenditure budget approved for the respective year.

EXECUTIVE COMMITTEE

This committee is responsible for vetting related party transactions, examining reports prepared by external and internal auditors, reviewing employee compensation systems and plans, and other matters.

MEMBERS:

Ximena Corbo, María Cecilia Facetti, Jorge Marín

FREQUENCY:

It meets monthly and reports to the Board of Directors on that occasion.

AUDIT, ETHICS, AND COMPLIANCE COMMITTEE

Its main functions are: (i) overseeing internal audit functions; ii) approving and verifying the execution of the annual internal audit plan, as well as validating and verifying the implementation of the proposed mitigation plans based on the verified findings; (iii) approving and monitoring the compliance strategy, whistleblowing line and internal investigation processes; and iv) supervising the actions that result from the Crime Prevention Model implementation.

MEMBERS:

Luis Felipe Gazitúa, Jorge Marín

FREQUENCY:

It meets monthly and reports to the Board of Directors on that occasion.

COMMITTEES WITH BOARD PARTICIPATION

For guidance and oversight on environmental, social and governance (ESG) issues, the Board is supported by five committees composed of senior executives and external advisors who monitor them and report on their progress. These are occasions for problems analysis, management, and resolution regarding ESG matters, to later be reported to the Board in accordance with its regular schedule. They also report critical communications on these matters.

For guidance and oversight on environmental, social and governance (ESG) issues, the Board is supported by five committees composed of senior executives and external advisors who monitor them and report on their progress. These are occasions for problems analysis, management, and resolution regarding ESG matters, to later be reported to the Board in accordance with its regular schedule. They also report critical communications on these matters.

RISK COMMITTEE

It monitors the progress of the execution of the risk program and critical risks and their mitigation measures.

MEMBERS:

General Manager, three CMPC Board Members, General Counsel, Risk Manager

FREQUENCY:

Quarterly

FINANCE COMMITTEE

It analyzes the Company's financial policy. Investment policies and compliance with covenants and financing ratios are defined.

MEMBERS:

General Manager, two CMPC Board Members, Finance and Administration Manager, External Advisor

FREQUENCY:

Quarterly

IT COMMITTEE

It oversees the Company's IT strategy, including cybersecurity.

MEMBERS:

General Manager, one CMPC Board Member, Cybersecurity Manager, External Advisor

FREQUENCY:

Quarterly

INTERNATIONAL COMMITTEE

It analyzes corporate governance to make sure a company’s international structure is efficient, looking for optimizations and best practices.

MEMBERS:

General Manager, three CMPC Board Members, one Softys Board Member, Guest Executives.

FREQUENCY:

Quarterly

SUSTAINABILITY AND REGULATORY COMMITTEE

It oversees the implementation of the sustainability strategy, verifies compliance with sustainability goals and monitors associated impacts.

MEMBERS:

General Manager, three CMPC Board Members, General Counsel, Corporate Affairs and Sustainability Manager, Environment, Occupational Health and Safety Manager, Sustainability Manager.

FREQUENCY:

Quarterly

SENIOR EXECUTIVES

The general manager is in charge of the senior executives, all high-level professionals, who are responsible for implementing the Board guidelines.

Francisco Ruiz-Tagle Edwards

Empresas CMPC General Manager


Appointment date: 08/01/2018

Felipe Alcalde Arrau Innovation and Information Manager Appointment date: 04/03/2019
José Antonio Correa García Corporate Development Manager Appointment date: 01/12/2018
Rafael Cox Montt General Counsel Appointment date: 01/01/2010
Gonzalo Darraidou Díaz Softys General Manager Appointment date: 01/11/2015
Florencia Iglesias People & Organization Manager Appointment date: 21/06/2021
Fernando Hasenberg Administration and Finance Manager Appointment date: 09/11/2021
Jorge Navarrete García CMPC Biopackaging Manager Appointment date: 01/02/2020
Sandra Riquelme Environmental Manager Appointment date: 18/01/2021
Guillermo Turner Olea Corporate Affairs Manager Appointment date: 01/05/2016
Raimundo Varela Labbé CMPC Cellulose Manager Appointment date: 15/09/2020

LINKS OF INTEREST