FREE COMPETITION MANUAL
Free Competition Manual (spanish)
DIRECTOR INDUCTION PROCEDURE
RISK MANAGEMENT AND CONTROL
Corporate Governance Practices
As an advisory body, the Ethics Committee sets out procedures to address ethical dilemmas that may arise between customers or employees, both internal and external, and Parque Arauco S.A.
Its main responsibilities include:
- Ensure respect for the dignity of the people who interact directly or indirectly with Parque Arauco S.A.
- Participate in employee ethics training.
- Advise on the decision-making process in situations that pose ethical conflicts.
- Propose protocols and guidelines for behavior in situations that raise ethical conflicts.
- Impose sanctions when necessary.
- Inform employees when Company shares can be purchased and sold.
Securities’ Market Information Management Policy
The Securities’ Market Information Management Policy’s objective is to establish Parque Arauco’s internal policies and procedures, and the system the company will use to guarantee the timely and appropriate presentation of information which is of interest to shareholders and the market, in order to contribute to the creation of best practices, and that consistently promote transparency and appropriate due-dilligence in all transactions carried out by Parque Arauco or by related parties and/or subsidiaries.
Policy of Ordinary Course of Business
The Policy of Ordinary Course of Business outlines the general business policies established by Parque Arauco S.A. in order to accomplish the day to day company activities inherent to Parque Arauco’s business, which can be undertaken with related parties without needing the requirements and procedures established in numbers 1 to 7 of the 1º of article 147 of Law Nº18,046. The objectives of such operations should be to contribute to the company’s interests, and should be adjusted to reflect current market prices and terms and conditions.
FRAUD PREVENTION POLICY
PERFROMANCE MANAGEMENT POLICY
INTERNAL AUDIT MANDATE
INDEPENDENCE AND THE BOARD
Our Company is governed by the Corporations Law, which sets forth the conditions for our directors to be considered independent.
The law establishes that independent directors of corporations may not have:
- Any financial, professional, credit or business connection, interest in or dependence on the Company or other companies within the same group, its parent company, or directors, managers, administrators, senior executives or advisors at any of these companies.
- Any kinship relationship, up to the second degree by blood or marriage with any of the individuals referred to in the previous point.
- Been a director, manager, administrator or senior executive of non-profit organizations that have received significant contributions or donations from the individuals listed in point 1.
- Been a partner or shareholder with direct or indirect control over 10% or more of the capital of entities that have provided legal or consulting services for significant amounts; or external auditors for the individuals referred to in point 1 or for the Company’s principal competitors, suppliers or customers; or served as director, manager, administrator or senior executive of these entities
To be considered independent, directors must have met all these requirements for the 18 months prior to their appointment.