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Board of Directors

Chairman

Pablo Granifo Lavín

Was re-elected as the chairman of our board of directors in 2017, a position which he has held since 2007. He was our chief executive officer from 2001 to 2007 [...]

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Vice Chairman

Andrónico Luksic Craig

Has been a director and the vice chairman of our board of directors since 2002 [...]

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Álvaro Jaramillo Escallon

Mr. Álvaro Jaramillo was appointed member of our Board of Directors on January 25, 2018. He is Citi Country Officer [...]

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Directors

Jean Paul Luksic Fontbona

Was appointed member of our board of directors in April 2013 [...]

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Francisco Pérez Mackenna

Has been a member of our board of directors since 2001 and was re-elected [...]

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Jaime Estévez Valencia

Has been a member of our board of directors since 2007 and was re-elected [...]

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Alfredo Ergas Segal

Has been a member of our board of directors since March 2017. Mr. Ergas is [...]


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Samuel Libnic

Was appointed member of our board of directors on 2015 and [...]

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Julio Figueroa

Mr. Julio Figueroa was appointed as member of our Board of Directors on December 27th, 2018. [...]

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Andrés Ergas Heymann

Was appointed member of our board of directors on 2017. Previously, he [...]

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Hernán Büchi Buc

Mr. Büchi was appointed as a member of our board of directors on August, 2019 [...]

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Alternate Directors

Tomas Fürst Freiwirth

Has been a member of our board of directors since 2004 and was [...]

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Sandra Guazzotti

Appointed as first alternate director at a Board meeting held on June 27, 2019.[...]

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BOARD PRACTICES

Governance Practices

The board of directors delegates certain functions and activities to our committees to research, evaluate and report to the board of directors regarding specific matters which may affect our businesses.

Below, Banco de Chile’s directors committees are mentioned, jointly with a summary of their main objectives and functions.

The Directors/Audit Committee

The directors/audit committee’s primary objectives are to seek the efficiency, maintenance, application and functioning of our internal control systems and compliance with applicable rules and procedures governing our business; to identify our business risks; to supervise the activities of Internal Audit, ensuring their independence from management; to serve as an mediator and coordinator of tasks between the internal audit work and our independent auditors; to act as a communication channel between our internal audit team, our independent auditors and our board of directors; and to perform the duties established by article 50 bis of the Chilean Corporations Law.

Our directors/audit committee is composed of three members of our board appointed by the board of directors. Two members satisfy the independence requirements of the Chilean law. This committee met sixteen times during the year 2018. As established in the directors/audit committee’s charter, the chief executive officer, the general counsel and the manager of our Internal Audit Division, or their respective deputies, shall also attend the directors/audit committee meetings. The budget of the directors/audit committee is approved annually at the ordinary annual shareholders’ meeting.

Portfolio Risk Committee

The main function of the portfolio risk committee is to inform our board of directors of changes in the composition and risk of our loan portfolio, and our corresponding global exposure, sector-specific exposure or business-specific exposure. The portfolio risk committee closely reviews the performance of our principal debtors, past due loan ratios, past due loan indicators, write-offs and allowances for loan losses.

The portfolio risk committee prepares proposals for discussion with, and approval by, our board of directors with respect to credit policies, portfolio evaluation methods and the calculation of allowances for expected loan losses. The portfolio risk committee also performs analysis of the adequacy of allowances, authorizes extraordinary charge-offs of loans once recovery attempts have been exhausted and controls the liquidation of assets acquired in lieu of payment.

The portfolio risk committee meets on a monthly basis and is composed of the chairman of our board of directors, two additional members of our board of directors, our chief executive officer; the manager of our Global Risk Control Division, the manager of our Wholesale Credit Risk Division, the manager of our Retail Credit Risk Division, the manager of our Commercial Division and the deputy manager of our Retail and Models Area.

Directors Credit Committee

The Directors’ Credit Committee meets on weekly basis and its function is to review every transaction valued over the amount of UF 750.000, as well as those transactions which may involve a reputational risk for our bank, such as credits destined for educational purposes, charities, politically exposed people (PEPs), etc.

This committee is chaired by our Chairman and is comprised by all of our board members, board advisors, our chief executive officer and the manager of our wholesale credit risk division or the manager of our retail credit risk division, depending of the business’ segment requesting credit approval.

Finance, International and Market Risk Committee

The main function of the finance, international and market risk committee is to (i) review and oversee our financial exposures, including the inherent market and liquidity risks in both trading (cash balance sheet on and off-balance sheet) and accrual portfolios, (ii) monitor adherence to the internal limits/triggers framework and compliance with standard regulatory guidelines. In addition, this committee also analyses foreign funding profile for trade transactions, guarantees, etc. and derivative transactions (credit exposures, tenors, risk mitigating mechanisms, clearing entities involved, etc.).

The finance, international and market risk committee meets on a monthly basis at a minimum. Its permanent members are the chairman of the board of directors, four other members of the board of directors, the chief executive officer, the manager of our Corporate Banking Division, the corporate treasurer, the manager of our Global Risk Division and the manager of the financial risk area.

Money Laundering and Financing of Terrorism Prevention Committee

The money laundering and financing of terrorism prevention committee was set up in April 2006 with the purpose of defining the policies and procedures that would comprise the asset laundering and financing of terrorism prevention system, as well as evaluating compliance and deciding on all matters related to these subjects.

This committee is composed of three board members, two of which must be independent. Additionally, the committee includes our chief executive officer, our general counsel and the chief executive officer of Banchile Administradora General de Fondos S.A., the manager of our Operations and Technology Division, the manager of our Internal Audit Division, the manager of our Global Compliance Division and the manager of our Anti Money Laundering Area as non-voting members.

The asset laundering and financing of terrorism prevention committee meets quarterly.

Upper Operational Risk Committee

The Upper Operational Risk Committee is responsible for (i) approving our operational risk management model, ensuring the implementation of policies, rules, methodologies and associated procedures; (ii) approving plans and initiatives for the development of the operational risk management model and monitoring it; (iii) approving the acceptable levels of tolerance and appetite for operational risk and maintaining a permanent control over their compliance; (iv) tracking the main incidents and operational events, their root causes, impacts and corrective measures; (v) knowing about alerts coming from risk indicators and cybersecurity incidents and the different mitigation measures implemented by the Bank; (vi) ensuring the progress of the main action plans associated with incidents, events and operational risk assessments; (vii) knowing the level of our exposure to operational risk and the main risks to which it is exposed; (viii) understanding the main strategies to mitigate our most significant operational risks, whether they have materialized or not, and following up on the implementation of these strategies; (ix) ensuring the long term solvency of the organization by avoiding those risk factors that may jeopardize the continuity of the Bank; (x) ensuring that the policies of operational risk, information security, business continuity and outsourcing services are aligned with the objectives and strategies of the Bank; (xi) determining the development of new products and services, process changes or outsourcing, in those cases of greater complexity or impact; and (xii) informing our board of directors about the comprehensive operational risk management model and level exposure for the Bank´s operational risk, the main risks, events and action plans in this respect.

This committee is composed of the chairman of our board of directors, two additional members of our board of directors, our chief executive officer, our general counsel, the manager of our Global Risk Control Division, the manager of our Operations and Technology Division, the manager of our Cybersecurity Division and the manager of our Commercial Division.

Leasing Committee

The main function of the Leasing Committee is to review the monthly evolution and results of our Leasing Area by means of a report that consolidates the management of the business divisions of the Bank.

This committee includes the chairman of our board of directors, one member of our board of directors, our chief executive officer, the manager of our Commercial Division, the manager of the Corporate Client Area and the manager of the Leasing Area.

Factoring Committee

Its purpose is to analyze the evolution and results of our Factoring Area in terms of volume, prices, margins, provisions and expenses and analyze the factoring product for each business area of the Bank.

This committee is chaired by the chairman of our board of directors, one other member of our board of directors, our chief executive officer, the manager of our Commercial Division, the manager of the Large Companies, Factoring and Foreign Trade Area (Metropolitan Zone) and the manager of the Factoring Area.

Credichile Consumer Committee

The main purpose of the Credichile Consumer Committee is to analyze on a monthly basis the evolution and results of our Consumer Finance Area, its growth, and its strategies to gain new customer segments and maximize the results of the area.

This committee includes the chairman of our board of directors, two additional members of our board of directors, our chief executive officer, the manager of our Commercial Division and the manager of our Consumer Finance Area.

Banchile Corredores de Seguros Executive Committee

The main purpose of the Banchile Corredores de Seguros Executive Committee is to analyze the growth and results of our insurance brokerage subsidiary.

This committee is composed of the chairman of our board of directors, one other member of our board of directors, our chief executive officer, the manager of our Commercial Division and the chief executive officer of Banchile Corredores de Seguros Ltda.

COMPENSATION

Board compensation is annually approved by the ordinary shareholders' meeting. For year 2018 it amounted to a total of Ch $2.511 million including the fees paid to members of the Advisory Committee of Banchile Corredores de Seguros Ltda for Ch $12 million. Fees paid to the advisors of the Board of Directors amounted to Ch $206 million and travel and other related expenses to Ch $92 million.