Corporate Governance Practices
In 2018, Enaex worked with an external firm to certify that its corporate governance standards comply with the practices recommended in Superintendency of Securities and Insurance General Character Standard No. 385 (now CMF).
The Company has a Corporate Governance Code and formal policies on issues including: proposal for candidates for director, orientation and ongoing training of new directors, hiring independent consultants, self-assessment by the Board of Directors, board confidentiality, insider information, and succession of key executives.
The Company’s Corporate Risk Management Model includes a Risk Committee as well as formal risk management policies and procedures designed to provide reasonable certainty that objectives will be achieved and the Company’s value will be maximized.
The Internal Control Area is responsible for coordinating updates to the corporate risk map, monitoring mitigation plans, auditing the main business risks and eliciting commitments to improve.
COMMUNICATION AND INDEPENDENT REPORTING BY CONTROL AREAS
Direct, ongoing communication is maintained through quarterly board meetings. At least once a year, the Chief Executive Officer is excused from the meeting while the Board analyzes performance in conjunction with:
- Independent Auditors: Issues like the external audit program and its results, deviations and possible conflicts of interest that could exist in relation to the audit firm or its personnel.
- The Chairman of the Risk Committee: Proper functioning of the risk management process, methodology, risk map, residual risk levels, recommendations for improvement, action and contingency plans, among other issues.
- Internal Controller: The Internal Audit program and its results, process risks, noteworthy deficiencies, recommendations for improvement, follow-up on action plans, strengthening the control environment and effectiveness of the crime prevention model.
- Vice President of Human Resources and Sustainable Development Unit: Effectiveness of policies on diversity and inclusion, organizational, social and cultural barriers that could inhibit natural diversity and, the usefulness and acceptance of sustainability reports distributed to relevant stakeholders.
ETHICAL BEHAVIOR AND SELF-REGULATION
The Enaex Code of Conduct establishes an ethical-behavioral framework for directors, employees and/or consultants, all of whom are responsible for knowing and applying the provisions of the code. The Enaex Corporate Ethics Committee is responsible for promoting values and ethical conduct within the organization, addressing and resolving complaints and conflicts of interest in a timely matter and enforcing the Code of Ethics.
The Company has a formal procedure for processing reports of possible irregularities or illegal activities. The channel is available to Company employees, shareholders, customers, suppliers or third parties. This procedure guarantees whistle blowers anonymity and freedom from retaliation. It also ensures that each complaint is duly addressed.
Complaints can be made at:
- Complaint hotline (+56) 2 2837 7696
- Complaint e-mail (firstname.lastname@example.org)
- Corporate website (www.enaex.com)
In 2018, a total of 29 complaints were filed (18 in 2017). The Ethics Committee reviewed the cases in conjunction with other reports and issued a resolution with the corresponding disciplinary measures for each incident.
CRIME PREVENTION MODEL
Laws No. 20,393 and No. 21,121 establish criminal liability of legal entities for the crimes of money laundering, terrorism financing, bribery, receiving stolen goods, inappropriate business dealings, corruption among private entities, misappropriation and improper management. To uphold the law with a preventative approach and maximum diligence, Enaex has a long-standing Crime Prevention Model. The model has been certified by an external company, BH Compliance, and is periodically audited for recertification.
Enaex promotes and respects free competition, a core value that must govern every aspect of business dealings. Competition stimulates efficiency and creativity, laying the foundation for fair and equitable business relationships. Thus, the Company’s clear structure for preventing anti-competitive practices includes essential elements like the Antitrust Compliance Manual, a Communications Procedure and a board-appointed compliance officer.
ENAEX’S BOARD OF DIRECTORS
Nine board members without executive responsibilities serve on the Company’s single-tier board. In 2018 attendance was 95% and board members had served for an average of 9 years. The board’s tasks include a self-assessment process supported by an independent consulting firm. Board members have sufficient chemical, mining and financial industry experience to direct the Company.