CORPORATE GOVERNANCE

Structure

BOARD OF DIRECTORS

Juan Claro (Chairman of the Board)

Member of the Board since April 2004.

Main activity: Entrepreneur and company directorships.

 
Salvador Said

Member of the Board since April 1992. 

Main activity: Director of the companies of Grupo Said.
 
 
Arturo Majlis

Member of the Board since April 1997.

Main activity: Principal partner at the law firm of Grasty, Quintana, Majlis y Compaa.
 
Gonzalo Said

Member of the Board since April 1993.

Main activity: General Manager and Director at Newport Ltda.
 
 
Eduardo Chadwick (Vice-Chairman)

Member of the Board since June 2012. 

Main activity: Entrepreneur  and company directorships.
 
Jos Antonio Garcs

Member of the Board since April 1992.

Main activity: General Manager of Inversiones San Andrs Ltda.
 
 
Pilar Lamana

Member of the Board since April 2017. 

Main activity: Business consulting  and entrepreneur.
 
Gonzalo Parot
Member of the Board since April 2009. 

Main activity: Engineer and Economist, Entrepreneur, Principal Partner and CEO of Elex Consulting Group.
 
 
Enrique Rapetti

Member of the Board since September 2016. 

Main activity: Chief Financial Officer, Latin America Group, The Coca-Cola Company.
 
Georges De Bourguignon

Member of the Board since April 2016.

Main activity: Economist.


 
Felipe Joannon

Member of the Board since April 2018. 

Main activity: Entrepreneur and company directorships, College professor.
Rodrigo Vergara

Member of the Board since April 2018. 

Main activity: Economist.

 
Mariano Rossi

Member of the Board since June 2012.

Main activity: Business consulting.

 
Roberto Mercad

Member of the Board since April 2019.

Main activity: President, Business Unit Latin Center, The Coca-Cola Company.

 
 

EXECUTIVE COMMITTE

The Executive Committee was created pursuant to the agreement of the Board of Directors at its session held April 22, 1986, and its functions are to propose guidelines relating to the Company's business management and to permanently oversee the general performance of the Company's business and operations through periodic sessions. The Executive Committee is composed of five Directors elected by the Board of Directors, the Chairman of the Board and the Company's Chief Executive Officer.

DIRECTORS' COMMITTEE

Andina's Directors Committee is in charge of compliance with the standards set by article 50 bis of Chile's Corporations Law N 18.046; it is composed of three Directors chosen by the Board of Directors every three years, applying the eligibility criterion referred to in Circular N 1956 issued by Chile's Superintendence of Securities and Insurance.

AUDIT COMMITTEE

In accordance with NYSE and SEC requirements regarding compliance with the Sarbanes & Oxley Act, the Board of Directors established the Audit Committee in July 2005. This Committee holds sessions together with the Directors' Committee since their functions are very similar, and both Committees are composed by the same members. The Audit Committee Charter that is available on our website: www.koandina.com, defines the duties and responsibilities of this Committee. The Audit Committee is responsible among others, for analyzing the financial statements; supporting the financial supervision and rendering of accounts; ensuring managements development of reliable internal controls; ensuring compliance by the audit department and external auditors of their respective roles; and reviewing the Company's auditing practices.

ETHICS COMMITTEE

The Ethics Committee has at least 3 members, which are appointed by the Company's Board of Directors from among its members. It meets at least every six months and among its duties is the analysis of the complaints received through the channels provided by the Company; receive, acknowledge, and investigate the reports of irregularities referred to by Chilean Law N 20.393, and recommend actions to be followed in each of the cases. Additionally, it should establish and develop procedures to promote ethical conduct in people; monitoring compliance with the provisions of the Code of Business Conduct, and resolve queries and disputes that its application might generate. Finally, it must establish mechanisms for the dissemination of the Code of Business Conduct and general matters of ethical nature.

ESTRUCTURA ADMINISTRATIVA

COMPANY OWNERSHIP

The Controlling Group is composed of 5 Chilean families with equal ownership interest, which has a shareholders' agreement with TCCC.

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