Corporate Governance
Andina’s management is controlled by a Board of Directors(1), whose members are proposed and elected
every three years during the General Annual Shareholders’ Meeting. Board members are elected by
separate voting of the Series A and Series B shareholders(2) as follows: Series A shares elect six Directors
and their respective alternates, and Series B shares elect one Director and its respective alternate.(3) The
Directors may or may not be shareholders, and will hold their offices for three years with the possibility
to be re-elected for an indefinite number of periods.(4)
Even though the Company has not established a formal process that allows its shareholders to
communicate with the directors, shareholders desiring to do so may manifest their opinions,
considerations or recommendations before or during the corresponding Shareholders’ Meeting
which will be heard and attended by the Chairman of the Board, or by the Chief Executive Officer
of the Company, as the case may be, and any such recommendations will be submitted for
resolution by the shareholders in attendance during the Meeting.
Andina has not defined a formal policy with respect to the attendance of the directors at the
Meeting, but it is customary for them to attend voluntarily. Likewise, Andina does not have a
policy that is different from what is required by Chilean Law with respect to the nomination
of a shareholder as a candidate to be a member of the Board of Directors of the Company.
Consequently, any interested shareholder may attend a Meeting to propose a specific
candidate as director when an election is to take place.
In Andina there is no permanent Directors’ Nominating Committee as in other countries,
because no such nominating committee is required by Chilean Law.
Further information regarding Corporate Governance matters and the difference with
U.S. standards are included in our 20F Form 
filed with the SEC every year, and on our
website www.koandina.com.
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› Audit Committe
On July 26, 2005, the Board of Directors agreed that in order to comply with the requirements of the NYSE and the SEC, it was necessary to establish an Audit Committee before July 31, 2005, so as to comply with the requirements of the Sarbanes* Oxley Act. During Board Session N° 1016 held April 22, 2008, Mr. Juan Claro González (Committee Chairman), Mr. Salvador Said Somavia and Mr. Heriberto Urzúa Sánchez were elected as members of the Audit Committee. Our Board of Directors determined that Mr. Juan Claro González and Mr. Heriberto Urzúa Sánchez comply with the independence standards set forth in the Sarbanes* Oxley Act, SEC and NYSE regulations. Mr. Heriberto Urzúa Sánchez has been appointed by the Board of Directors as the financial expert in accordance with the definitions of the listing standards of the NYSE and the Sarbanes* Oxley Act.
The resolutions, agreements and organization of the Audit Committee are governed by the rules relating to Board Meetings and to the Company’s Directors’ Committee. Since its creation, the sessions of the Audit Committee have been held with the Directors’ Committee, since some of the functions are very similar and the members of both of these Committees are the same.
The Audit Committee Charter defines the duties and responsibilities of this Committee. The Audit Committee◦ is responsible for analyzing financial statements; supporting the financial supervision and rendering of accounts; ensuring management’s development of reliable internal controls; ensuring compliance by the audit department and external auditors with their respective roles; and reviewing of auditing practices.
* The main expenses incurred by this Committee have been those resulting from counseling in the implementation of the new IFRS regulations, counseling regarding the Sarbanes & Oxley Act, and counseling in legal and tax matters. During 2007 these expenses amounted to Ch$110.7 million.
› Executive Committee
The Company’s Board of Directors is counseled by an Executive Committee that proposes Company policies and is comprised by the following Directors: Mr. José Antonio Garcés Silva, Mr. Arturo Majlis Albala, Mr. Gonzalo Said Handal and Mr. Salvador Said Somavía, who were elected during the Regular Board Session N° 1016 held April 22, 2008. It is also comprised by the Chairman of the Board, Mr. Juan Claro González and by the Chief Executive Officer, Mr. Jaime García Rioseco, who participate by own right. This committee meets permanently throughout the year and normally holds one or two weekly sessions.
› Directors’ Committee
In accordance with the requirements of the article 50 bis of Chilean Company Law N° 18,046 in addition to Law N° 19,705, whose purpose has been to self regulate and strengthen Companies incorporating more supervision over management’s activities, during the year 2001 a Directors’ Committee was created.
In accordance with Shareholders’ Meeting held April 15, 2008 and during Board Session N° 1016 held April 22, 2008 the following Directors were elected as members of this Committee: Mr. Juan Claro González (Committee Chairman), Mr. Salvador Said Somavia and Mr. Heriberto Urzúa Sánchez. Should any of the members be unable to attend a Committee session, their respective alternates will be: Mr. Ernesto Bertelsen Repetto, Mr.José Domingo Eluchans and Mr.Pedro Arturo Vicente Molina, respectively.
The duties developed by this Committee during 2007, following the same categorization of faculties and responsibilities established by Article 50 bis of Company Law N° 18,046 were the following:
1. To examine the reports of external auditors and account inspectors, accordingly, of the balance sheets and other financial statements, presented by the administrators or liquidators of the Company to the shareholders, and to take a position on such reports before they are presented to shareholders for their approval.
In 2007 these matters were addressed during Sessions: N° 45, on January 30; N°46 on March 26; N°47 on April 23; N° 48 on May 28; N°50, on July 20; N°51 on August 27; N° 52 on September 24; N° 53 on October 22; and N° 54 on November 22.
2. To propose the External Auditors and Private Rating Agencies to the Board of Directors that will then be submitted to the Shareholders’ Meeting. In the event of disagreements with the Committee, the Board of Directors may make its own proposals and both will be submitted to the Shareholders’ Meeting.
This matter was addressed during Session N° 46 on March 26, 2007.
3. Examine information regarding the operations referred to by Articles 44 and 89 and report on these operations.
In 2007 these matters were addressed during Sessions: N°45 on January 30; N°46 on March 26; and N°50 on July 20.
4. Examine salary and compensation plans for Managers and Principal Officers.
This matter was addressed during Session N°54 on November 22, 2007.
5. All other matters required by company bylaws or that may be required by the Shareholders’ Meeting or by the Board of Directors. The following matters were addressed during 2007:
• Review Anonymous Reports: Sessions: N° 45 on January 30; N°46 on March 26; N° 47 on April 23; N° 49 on June 22; N° 51 on August 27; N° 52 on September 24; N° 53 on October 22; N° 54 on November 22; and N° 55 on December 13.
• Review and approve 2006 Annual Report: Session N° 46 on March 26.
• Review and approve 2006 20F: Session N° 49 on June 22.
• Review Contingencies: Session N° 54 on November 22.
• Status of External Auditors Recommendations: Sessions: N° 46 on March 26; N° 47 on April 23; and N° 48 on May 28.
• Operating Budget 2007 Committee: Session N° 45 on January 30.
• Review 2007 Internal Audit Plan: Session N° 46 on March 26.
• Implementation Status of SAP in Brazil: Session N° 51 on August 27.
• Operations Related to Concentrate Price Increase of The Coca‐Cola Company: Session N° 54 on November 22. -1-
• Internal Control Model and Official Communication 422 of the SVS: Session N° 55 on December 13
(1) For the period ended December 31, 2007, the Board of Directors of Embotelladora Andina S.A. did not incur in any expenses related
to advisories.
(2) Series A and Series B shares are mainly differentiated by their voting and economic rights. Holders of Series B shares are entitled to
an additional dividend that is 10% greater than any dividend given to Series A shares.
(3) In the event of a vacancy of a Director, the designated alternate director fills the vacancy for the remaining period of the Director’s
term. If the alternate director is unable or unwilling to serve, the Board may appoint a replacement to fill the vacancy for the
remaining period, and the entire Board must be elected or re-elected at the next regularly scheduled shareholders’ meeting.
(4) In the case of Series A shares, in the event that there is 100% shareholder vote participation, it is necessary to have 14.29% of the
total shares in order to elect a director of this Series. In the case of Series B shares, in the event that there is 100% shareholder
vote participation, it is necessary to have 50.1% of the total shares to elect a director.
 See glossary
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