Orlando Saenz Rojas
José Domingo Eluchans Urenda
José Said Saffie
Salvador Said Somavía
Luis Hernán Paúl Fresno
Ana Holuigue Barros
Fernando Massu Tare
Rafael Aldunate Valdés (Candidacy declined)
Guillermo Said Yarur
Rodrigo Muñoz Muñoz
At 10:00 am on April 26th you can watch live streaming of the Ordinary Shareholders Meeting through the following link.
Related to the Board compensation for 2019, and the expense report of the Board corresponding to 2018: It was agreed to propose to the shareholders to maintain the current compensation amounting to UF 125 (One hundred and twenty five Unidades de Fomento) for the Board members and UF 250 (Two hundred and fifty Unidades de Fomento) for the President of the Board. It was also proposed that the compensation be paid on a monthly basis, independent of the number of ordinary or extraordinary sessions that the Directors attend in a month. However, in the event that a Director receives fees from the company or its subsidiaries for functions different than performing his function as a Board member, as well as in the case that a company in which the Director has a majority participation and receives fees related to a contract or agreement between the company and its subsidiaries, it is proposed that the Director receive, directly or indirectly, only the amount that is greater between the Director compensation or the agreed upon fee, as long as the latter is valid.
The company’s Board did not incur any expenses during 2018, besides expenses related to Board compensation.
Related to the designation of the company’s risk rating agencies, taking in to account the main risk rating agencies that comply with the excellence criteria that the Company requires, and allowing an appropriate negotiation with each of the those with respect to the price of their services, the Board agreed to propose to the Shareholders allowing the Board to designate at least two of the following companies: “Feller – Rate Clasificadora de Riesgo Ltda.”, “Fitch Chile Clasificadora de Riesgo Ltda.”, “Clasificadora de Riesgo Humphreys Limitada” and “ICR Clasificadora de Riesgo Ltda.”
The year ended December 31, 2018 resulted in a profit attributable to the shareholders of MMCh$ 117,863 (one hundred and seventeen thousand, eight hundred and sixty three million pesos). According to circular letter 1945 from the Financial Market Commission issued on September 29, 2009, which establishes the standards to determine the distributable profits from the year, the effects of the controlled fair value net of deferred taxes should be discounted from the profits attributable to the shareholders, which amounts to ChMM$ 40,860 (forty thousand, eight hundred and sixty million pesos). As a result, the distributable profit amounts to MMCh$ 77,004 (seventy seven thousand, and four million pesos).
Considering the previous and according the company’s dividend distribution policy, the Board agreed to propose at the Shareholders meeting the distribution of a dividend amounting to Ch$ 39 (thirty nine Chilean pesos) per share, which amounts to MMCh$ 35,184 (thirty five thousand, one hundred and eighty four million pesos), which is approximately 46% of the distributable profit. This amount is made up of Ch$ 25.61 pesos relating to the minimum obligatory dividend and Ch$ 13.39 pesos related to an additional dividend, amounting to a total of Ch$ 39 pesos per share.
Finally, related to the dividend distribution policy, the Board proposed to recommend at the Shareholders Meeting to maintain the policy to distribute dividends to the shareholders for an amount no less than 30% of the distributable profit of the year.
Related to the Director’s Committee compensation, it was agreed to propose at the Shareholders Meeting to maintain the current compensation, with monthly gross payment amounting to UF 65 (sixty five “Unidades de Fomento”), independent of the number of ordinary or extraordinary sessions that the directors attend during a single month.
Similarly, it was agreed to propose at the Shareholders Meeting to maintain the expense budget for an amount totaling Ch$ 10,000,000 (ten million pesos) annually, or an amount equivalent to the total compensation of the Committee, if this is greater, in order to appropriately perform their functions.
It is proposed that the Diario Financiero will be the source for company announcements.
The following details the main related party transactions of the Company, which are reported quarterly in the Financial Statements. These did not require a special pronouncement from the Board, in conformance with that stated in Article 171 of the regulations of Law N° 18,046 and the Company’s Habitual Operations Policy.
The related company transactions during the year are detailed as follows: