The Bank’s Board of Directors has approved several Policies and Procedures containing the General Principles of Corporate Governance of Corporation Banco de Chile.
Some of the main Policies and Procedures approved by the Board are the following:
The Board of Directors of Banco de Chile approved an Institutional Policy on Management of Insider Information and Personal Investments that governs the management of insider information held by directors, advisers and employees of the Bank and its subsidiaries, and the procedures applicable to their personal investments in certain publicly traded securities and, in particular, in securities issued by Banco de Chile and its parent company, SM Chile S.A. The main aspects of this policy are contained in the “Manual for Handling Information of Interest for the Market” indicated hereinbelow.
Pursuant to such policy, and notwithstanding the reserve and confidentiality obligations established in the law, any person affected by the policy shall keep strict reserve regarding any insider information held by such person or to which he/she has had access due to its title, position or activity.
Likewise, any person that has or may have access to the Bank’s financial statements before they become publicly known, shall not execute any transaction of shares issued by Banco de Chile or by SM Chile S.A., for a period that goes from the tenth day of each month and the moment in which the results of the prior month have been informed to the public in general, whether by the Superintendence of Banks and Financial Institutions or by Banco de Chile.
This restriction shall affect the directors and advisers of Banco de Chile’s Board of Directors, the General Manager, Division Managers and those that due to their positions or duties participate in the preparation of or have access to the referred financial statements. Notwithstanding the foregoing, certain persons within the institution that due to their positions may potentially have access to financial information before the above referred date, whether because they directly participate in its preparation or because they participate in its initial approval, are subject to a special blockade period starting the fifth day of each month and until the moment in which the results of the prior month have been informed to the public in general, as indicated above.
Notwithstanding the application of legal provisions on transactions with affiliates contained on the Law on Corporations, the Board of Banco de Chile approved, pursuant to the referred law, a Policy on Transactions with Affiliates of General Occurrence that establishes those transactions deemed regular transactions in accordance with the business purpose of the Bank and that, therefore, their execution is not subject to the requirements provided by Law No. 18,046 on Corporations. Such policy was informed as an essential fact to the Superintendence of Banks and Financial Institutions.
This policy establishes a general framework of internal control regarding donations made under the applicable law and Corporate Social Responsibility (CSR), in which Banco de Chile or its Subsidiaries participate.
One of its main purposes is that any charity donation is made to entities not related with organizations of shady reputation, or that have negative backgrounds, whether for being related to money laundering, fraud or other illicit activity. For these safeguards, process assuring an adequate knowledge of the beneficiary and its representatives shall be executed.
Donations made by the Bank shall avoid the existence of possible conflicts of interest, whether with customers, investors or employees of the Bank.
In addition, the policy establishes the obligation of informing quarterly to the Directors and Audit Committee all such cases in which any member of the management or Board of Directors of the beneficiary Institution is a member of Banco de Chile’s Board of Directors, his/her spouse or blood relative or affine up to second degree, as well as for the cases in which the beneficiary Institution has an ownership relation with any director of the Bank or its related individuals. The same formality shall be applied in case of a manager or main executive of the Bank. In case of subsidiaries making donations, the same criteria shall apply.
The policy approved by the Board on this regard prohibits any kind of loan to directors and the General Attorney, as well as to their related persons, whether their spouses, under age children or companies in which they have an interest of more than 5%.
Likewise, this prohibition applies to any Division Managers and General Managers of its Subsidiaries, whether they are general attorneys or not, and their related persons, to whom no new loan shall be granted.
The purpose of this Policy is to establish guidelines to guarantee that Banco de Chile and Subsidiaries do not make any arbitrary discrimination with its customers when promoting, selling or evaluating loan products.
Banco de Chile does not discriminate on the access to loan products arbitrarily as to the following conditions: Race, Religion, Sex, Nationality, Marital Status, Age and Disability. Such offer of products or services directed to certain segments of the market and grounded on reasons of risk-return, profitability, market depth, strategic alliances and other reasons of similar nature shall in no case be considered an arbitrary discrimination.
The Board of Banco de Chile approved a Policy on Anti-Money Laundering and Prevention of Terrorism Financing which main purpose is to establish the minimum standards to reasonably protect and assure that Banco de Chile is not used as a vehicle for entering assets or founds of illegal source or intended to promote or finance terrorist activities. This policy provides the existence of an Anti-Money Laundering Committee and a Compliance Manager, who shall promote a strict adherence of the Bank and its members to the policy’s guidelines.
The Board of Banco de Chile approved a Policy on Prevention of Practices against Probity, which purpose is to establish the guidelines to guarantee compliance of the applicable regulation referred to contributions or benefits delivered to public or foreign officials, with the purposes of avoiding the possibility that any of these actions are against state probity or considered an attempt of bribery. The referred policy is based on the current criminal law and related provisions contained in the Code of Ethics of Banco de Chile.
The policy approved by the Board prohibits tied selling for certain products pursuant to the applicable law and regulations, including insurances. It also safeguards that customers are informed about their rights on this matter when contracting one or more products offered by the Bank or its affiliates.
The purpose of this policy is to describe the legal rules established for the creation, management and administration of any subsidiary or related non-bank financial company (sociedad de apoyo al giro) of Banco de Chile.
The purpose of this policy is to describe the guidelines that govern Banco de Chile and its subsidiaries as to matters such as non-arbitrary discrimination and practices against arbitrary embargoes and/or boycotts. Likewise, this policy describes the business or areas of the Bank in which there may be any arbitrary discrimination and the manner in which our institution addresses this issue. In particular, this policy regulates credit processes in favor of individuals, personnel selection and foreign trade operations.
For Corporation Banco de Chile, Operational Risk Management is closely related to the strategic purposes and priorities of the Bank. As a consequence, Banco de Chile has undertaken a strict commitment for complying with the applicable regulation issued by the Superintendence of Banks and Financial Institutions, which is in turn consistent with Basilea II.
This Operational Risk policy also includes the requirements of the Securities and Exchange Commission (SEC), established in the Sarbanes Oxley Act, in particular, those related to the compliance of the annual internal control certification process. Pursuant to the foregoing, Operational Risk in Banco de Chile and Subsidiaries is managed and administrated as a different Risk category, separated from the Credit Risk and the Market Risk.
Pursuant to the law and for preventing any eventual criminal liability for the Corporation regarding Money Laundering, Terrorism Financing and Bribery Crimes, Banco de Chile has approved an organization, management and surveillance model intended to prevent crimes referred in such law and which purpose is to describe the methodology, corporate instances and main elements established to prevent such felonies. Likewise, this model determines the behavior criteria to be followed by the members of the Corporation to comply with the provisions of the referred rule.
The referred prevention and control model applies in general to all employees of Banco de Chile and, in particular, to its Directors, General Manager, Main Executives and all those executing any management and surveillance role. As to its contents, the referred model regulates, among others, the following matters:
|Policy on operations with affiliates of general and regular occurrence||155 KB|