• The Company
• General Information
• Stock Price
• Operations
• Realeses and Financial Information

You are in: Cover > General Information > Corporate Governance

A Board of Directors1, whose members are proposed and elected every three years during the General Annual Shareholders’ Meeting, controls Andina’s management. Board members are elected by separate voting of the Series A and Series B shareholders2 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 accordance to Chilean Law, Andina is not required to have a Directors’ Nominating Committee, as in other countries.

› Sarbanes-Oxley Audit Committee

In accordance with NYSE* and SEC* requirements regarding compliance with the Sarbanes-Oxley Act*, the Board of Directors established the first Audit Committee on July 26, 2005. This Audit Committee is renewed every year. During Board Session N°1042 dated January 26, 2010, Mr. Heriberto Urzúa Sánchez, Mr. Arturo Majlis Albala, and Mr. Salvador Said Somavía were elected as members of the Audit Committee. It was determined that Mr. Heriberto Urzúa Sánchez complies 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 Committee1 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 auditing practices.

* The main expenses incurred by this Committee have been those resulting from counseling in the implementation of the new IFRS regulations. During 2009 these expenses amounted to Ch$71.2 million.

› Executive Committee

An Executive Committee that proposes Company policies and is comprised by the following Directors counsels the Company’s Board of Directors: Mr. Arturo Majlis Albala, Mr. José Antonio Garcés Silva (junior), Mr. Gonzalo Said Handal, and Mr. Salvador Said Somavía, who were elected during Extraordinary Board Session N°1031 held April 14, 2009. 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 monthly sessions.

› Directors’ Committee

Pursuant to Article 50 bis of Chilean Company Law N°18,046 amended by N°20,382 dated October 20, 2009 and in accordance to the dispositions of Circular N°1956 and Circular N°560 of the Chilean Superintendence of Securities and Insurance, both dated December 22, 2009, a new Directors’ Committee was elected during Board Session N°1042 dated January 26, 2010, applying the same election criteria set forth by Circular N°1956. Mr. Heriberto Urzúa Sánchez (as Committee Chairman), Mr. Arturo Majlis Albala, and Mr. Salvador Said Somavía comprise the Committee. Should any of the members be unable to attend a Committee session, their respective alternates will be Mr. Gonzalo Parot Palma, Mr. Cristian Alliende Arriagada and Mr. José Domingo Eluchans Urenda, respectively. 

The duties developed by this Committee during 2009, following the same categorization of faculties and responsibilities established by Article 50 bis of Company Law N°18,046 were the following:

• 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 2009, these matters were addressed during Sessions: N°69 on January 27; N°71 on March 31; N°72 on April 28; N°75 on July 28; N°78 on October 27; and N°79 on November 24.

• 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°71 on March 31, 2009.

• Examine information regarding the operations referred to by Articles 44 and 89 and report on these operations. For detailed information regarding these operations, please refer to the table on Note N°7 of the Consolidated Financial Statements included in the annual report.

In 2009, these matters were addressed during Sessions: N°70 on February 26; N°71 on March 31; N°76 on August 25; N°77 on September 29; N°78 on October 27; N°79 on November 24; and N°80 on December 22.

• Examine salary and compensation plans for Managers and Principal Officers.

This matter was addressed during Session N°80 on December 22, 2009.

• 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 2009:
  
  
  • Review anonymous reports: In 2009 during Sessions: N°69 on January 27; N°70 on February 26; N°71 on March 31; N°72 on April 28; N°73 on May 26; N°74 on June 30; N°75 on July 28: N°76 on August 25; N°77 on September 29; N°78 on October 27; N°79 on November 24; and N°80 on December 22.
  • Review and approve 2008 Annual Report: Session N°71 on March 31.
  • Review and approve 2008 20F: Session N°74 on June 30.
  • Review contingencies:  Session N°80 on December 22.
  • 2009 Operating Budget Directors’ Committee:  Session N°71 on March 31.
  • Chair, Composition and Internal Regulations of the Audit Committee pursuant to the Sarbanes Oxley Act:  Session N°74 on June 30.
  • 2009 Integrated Audit Plan and Limited Review: Session N°75 on July 28.
  • Review fees for advisories on labor and tax matters in EDASA: Session N°69 on January 27.
  • Appoint Chairman and organize committees for the year 2009: Session N°72 on April 28.
  • Fulfill Rule 404 of the Sarbanes-Oxley Act: Session N°74 on June 30.

 

 

Format PDF

› Comparison of Corporate Governance Standards Format: PDF - Size: 72 Kb

› Audit Committee Charter Format: PDF - Size: 178 Kb

› Audit Committee Complaint Procedure Regarding Accounting and Code of Business Conduct Issues Format: PDF - Size: 109 Kb

› Code of Business Conduct Format: PDF - Size: 86 Kb