In 2017, an external company certified ENAEX’s corporate governance standards in accordance with the practices recommended in General Standard 385 issued by the Superintendency of Securities and Insurance.
The Company has a Corporate Governance Code and formal policies on issues including: proposals 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 Corporate Controller’s Office is responsible for updating the corporate risk map, monitoring mitigation plans, auditing the main business risks and eliciting commitments to improve.
COMMUNICATION AND INDEPENDENT REPORTING ON CONTROL AREAS
Direct, ongoing communication is maintained through quarterly board meetings. 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 potential conflicts of interest related to the audit company or its personnel, among other issues.
- 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.
- Human Resources Division 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.
Enaex has a formal procedure for processing reports of possible irregularities or illegal activities so that each is duly addressed. The procedure—which takes complaints from employees, shareholders, customers, suppliers or third parties—guarantees whistle blowers anonymity and freedom from retaliation.
Complaints can be made at:
- Complaint hotline (+56) 2 2837 7696
- E-mail (firstname.lastname@example.org)
- Corporate website (www.enaex.com)
In 2017, a total of 18 complaints were filed, one less than the prior year. The Ethics Committee reviewed the cases in conjunction with other reports and documented the resolution of each incident along with disciplinary measures taken.
CRIME PREVENTION MODEL (LAW 20,393)
Law No. 20393 establishes criminal liability of legal entities for the crimes of money laundering, terrorism financing, bribery and receiving stolen goods. 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’S BOARD OF DIRECTORS
Nine members without executive responsibilities serve on the Company’s single-tier Board and have an average of 14.7 years in office. In 2017, board meeting attendance was 94%. The Board’s duties include a self-assessment process supported by an independent consulting agency. All directors have sufficient chemical, mining and financial industry experience to direct the Company.