INSTITUTIONALITY AND BEST PRACTICES

Transcription

1 INSTITUTIONALITY AND BEST PRACTICES Company Profile 80th Anniversary of LarrainVial April 2014

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3 TABLE OF CONTENTS LETTER FROM THE EXECUTIVE CHAIRMAN 4 INTRODUCTION INSTITUTIONALITY AND BEST PRACTICES 6 GOOD GOVERNANCE RISK, CONTROL AND GOOD GOVERNANCE BEST PRACTICES OWNERSHIP AND CORPORATE GOVERNANCE CLIENT SERVICE AND PROTECTION RISK MANAGEMENT CONTROL ENVIRONMENT CORPORATE SERVICES EFFICIENT MANAGEMENT BASED ON TECHNOLOGY OPERATIONAL SUPPORT FOR MARKET ACTIVITY HUMAN RESOURCES TECHNOLOGICAL MODEL

4 LETTER FROM THE EXECUTIVE CHAIRMAN IN TUNE Larraín Vial SA, the parent company of our financial holding, is taking another determined and unfaltering step toward ensuring that the group has the best self-regulatory practices in Corporate Governance. LETTER FROM THE EXECUTIVE PRESIDENT 4 It is not just another step, or any step. Today, our Board has decided to offer our customers, employees, regulators, auditing companies, academic research centers and the general public, access to our Best Practices and Institutionality Policy. This document embodies LarrainVial s continuous commitment. In its 80-year history, our group has endeavored to adhere to the best industry practices to deliver excellent service to those who put their trust in us every day. Guaranteeing transparency, security and fair treatment for our customers through self-imposed governance and internal control norms is essential to the sustainability of a project such as this one: an innovative industry leader with global reach. Good Corporate Governance and best practices require constant improvements. We have to adapt our internal system to the demands of our clients and a rapidly changing world in the face of increasingly demanding standards of service. In that spirit, we present our Policy of Institutionality and Best Practices, in an effort to ensure transparency in our system in areas such as Corporate Governance, Risk Management, Internal Operating Protocols and Investment Policies for Partners and Personnel. Not only do I invite you to read this Policy of Institutionality and Best Practices, but I urge you to comply with it and rigorously guard its proper implementation. Fernando Larraín Cruzat Executive President Larraín Vial S.A.

5 LETTER FROM THE EXECUTIVE PRESIDENT 95 Larraín Vial S.A. Board of Directors Standing, from left to right: Fernando Larraín Cruzat, Executive President, and Aníbal Larraín Cruzat, Director. Seated, from left to right: Francisco León Délano, Fernando Larraín Peña and Juan Hurtado Vicuña, Directors.

6 INTRODUCTION INSTITUTIONALITY AND BEST PRACTICES LarrainVial is committed to incorporating best practices regarding transparency in the management of its business and communications with clients and stakeholders. With this objective in mind, the company is publishing this Institutionality and Best Practices document, which provides a detailed and comprehensive description of the Good Governance model implemented by the Company, subject to an ongoing review and improvement process. This document aims to outline in a unified, structured and accessible manner the most relevant aspects of the Company s institutional structure, including procedures and ways of working implied in the good governance model as well as the operational model that ensures its effective implementation. INTRODUCTION 6 The first section explains the framework of the Company s Corporate Governance policy, which responds to the reality of its business, clients, regulatory environment and the risks inherent in its operations. The four cornerstones on which the Good Governance framework is based Corporate Governance, Model of Customer Service and Protection, Risk Management and Control Environment are described in detail. This part also reviews several Company initiatives undertaken in recent years aimed at achieving greater control over business development, conferring a more detailed view of the risks faced in day-to-day management and, consequently, making it possible to establish or improve necessary controls to mitigate their impact. These include: Review of risks, controls and business processes of the Money Desks, subsidiaries in Peru and Colombia, and the Custody and Treasury units. Improvement in the Comptroller area through increased staffing and material resources, which have made it possible to conduct thorough audits of the Company. Comprehensive assessment of the control and operating model for the Treasury and Custody units, identifying potential improvement opportunities.

7 A second part follows devoted to explaining the centralized model of Corporate Services, which allows LarrainVial to achieve high efficiency in its operations as well as a high-quality level of service. In the first part of this chapter, special attention is paid to critical units that support market operations, such as: Money Desk, Treasury and Custody operations. The rest of the chapter covers the Company s Technology and Human Resources models. INTRODUCTION 9

8 Corporate governance, risk and control best practices GOOD GOVERNANCE

9 GOOD GOVERNANCE GOOD GOVERNANCE FRAMEWORK LarrainVial, in line with its strategic objectives regarding customer focus and a revamped control function, considers the establishment of a framework of good governance to be essential. This business model is based on four cornerstones, which allow LarrainVial to align its activity with international standards of industry best practices and the achievement of these strategic objectives with a high degree of security. The four cornerstones of the Good Governance model, which relate to different aspects of the day-to-day management of the Company, are: Ownership and Corporate Governance: LarrainVial s Corporate Governance model is based on the principles of transparency, and the entire organization s active participation and involvement in regard to internal control and risks. Client Services and Protection: ensuring the effective protection of its clients interests is at the root of LarrainVial s culture in order to define and apply appropriate policies and procedures to achieve the desired level of service. Risk Management: the group s Risk Management model achieves the proper identification and management of the risks faced by the Company, thereby reducing the level of uncertainty in achieving its goals. GOOD GOVERNANCE 9 Control Environment: LarrainVial has the policies, controls and supervisory bodies in place to ensure effective compliance with the regulatory framework, the resolution of conflicts of interest and security in daily operations. For each of these four cornerstones, LarrainVial has adopted international models of best practice in order to achieve a model of excellence in the management of its businesses. CORNERSTONES OF GOOD GOVERNANCE CORPORATE GOVERNANCE Client Services and Protection Risk Management Control Environment

10 OWNERSHIP AND CORPORATE GOVERNANCE OWNERSHIP Ownership Structure OWNERSHIP AND CORPORATE GOVERNANCE 10 LarrainVial a 100% independent company does not belong to any domestic or international, financial or industrial group. Its largest shareholders are the Larraín and Vial families, who have kept alive the same principles and values since the Company s inception. They have run the Company over its 80- year history, making it one of the most important financial groups in the region. In an effort to bring to the group the best professionals in each knowledge area, the main partners have backed the development of a partnership model. Through it, they offer an equity interest to professionals that warrant Partner status based on their excellent track record and, therefore, a stake in the ownership of LarrainVial. This model aligns the Partners objectives with those of the Company, creating better incentives for good performance and, consequently, a virtuous circle of economic growth, culture and identification with the institution. The partners equity interest in the ownership of the Company is structured through the company Asesorías LarrainVial y Asociados, which in turn is controlled by the group s parent company. OWNERSHIP STRUCTURE Larraín family VIAL family PARTNERS

11 Currently, LarrainVial has partners, 11 of which were appointed by the Company s Board at the end of These appointments were made in recognition of these new members careers and their contributions to the expansion of LarrainVial s business on a national and international level alike. Furthermore, they strengthen the Company s partnership model. Before them, the Company s more senior partners developed highly successful careers in the financial industry, raising LarrainVial to the important position it holds in the region s financial markets. INCREASE IN THE NUMBER OF PARTNERS AT THE CLOSE OF 2013, THE NUMBER OF PARTNERS INCREASED FROM 14 TO. Corporate structure The LarrainVial group is structured as a holding company whose parent company is Larraín Vial SA, duly established and lawfully existing in the Republic of Chile, through which all the group companies are directly or indirectly controlled. 14 The development of the group s different lines of business and regulatory requirements in each and every country in which it operates required that LarrainVial duly establish companies or independent legal vehicles. In general, the establishment of new entities responds to the following motives: Intermediation is conducted in different countries through brokerage firms formed especially for this purpose. Financial advisory services, even when they can be provided in regard to certain matters through the same brokerage companies, in some cases, require the establishment of a different legal structure. OWNERSHIP AND CORPORATE GOVERNANCE 11 Third-party fund management activities, in turn, require a completely independent structure, in order to ensure managed assets are handled properly, and conflicts of interest are avoided. In line with the aforementioned, and in the interest of transparency and independence in terms of management, LarrainVial created the following main vehicles for the activities in the group s different lines of business.

12 LARRAINVIAL S MAIN COMPANIES LARRAÍN VIAL S.A. BROKERAGE Wealth management Asset management CHILE Larraín Vial S.A. Corredora de Bolsa Larraín Vial Servicios Profesionales Limitada Larraín Vial Administradora General de Fondos S.A. Corredora de Bolsa de Productos Larraín Vial Servicios Financieros Limitada Larraín Vial ACTIVOS S.A. Administradora General de Fondos ACTIVA S.A. OWNERSHIP AND CORPORATE GOVERNANCE 12 PERU COLOMBIA LARRAÍN VIAL Sociedad Agente de Bolsa S.A. Larraín Vial Colombia S.A.S Larraín Vial Colombia S.A.S Larraín Vial S.A. Sociedad Administradora de Fondos de Inversión Larraín Vial S.A. Colombia S.A.S ESTADOS UNIDOS Larraín Vial Securities US LLC GLOBAL LARRAIN VIAL INVESTMENT INC. (BVI) LARRAIN VIAL INVESTMENT INC. (BVI)

13 CORPORATE GOVERNANCE The Corporate Governance model of the group contained in the Corporate Governance Code is based on four main cornerstones: Chilean regulations and local regulations in each country where the firm operates. The bylaws of the parent company and group s companies. The highest international standards of transparency, control and risk management. Operational needs of independence and flexibility in managing the various businesses of the group. Specifically, in regard to the first two points, governance practices are aligned with: the bylaws of the parent company and its subsidiaries; Law No. 18,046, the Chilean Corporations Act (hereinafter LSA for its initials in Spanish); Law No. 18,045, the Securities Market Act (hereinafter LMV ) and regulations issued by the Superintendency of Securities and Insurance of Chile (hereinafter SVS ). Based on the aforementioned cornerstones, the Governance Code establishes a governance structure that includes the active participation of the entire organization, defining clear roles and responsibilities at each of the management levels. In it, the main axes of LarrainVial s Corporate Governance are identified as: Definition and allocation of functions to the company s various governing bodies, mainly: the Board of Directors, the Executive President and the CEO of the parent company, and Corporate Committees. OWNERSHIP AND CORPORATE GOVERNANCE 13 Creation and dissemination of Policies and Codes of Conduct applicable to the entire organization. GOVERNANCE STRUCTURE BOARD OF DIRECTORS MAIN EXECUTIVES BUSINESS DIRECTORS AND PARTNERS Corporate committees Business committees

14 AMENDMENT TO BOARD OF DIRECTORS: FOLLOWING THE MOST RECENT AMMENDMENT OF THE COMPANY S BYLAWS, THE BOARD EXANDED BOARD OF DIRECTORS Larraín Vial S.A. s board of directors is the Company s highest administrative body, responsible for the smooth functioning of the Group. This board is elected by Larraín Vial S.A. s General Shareholder Assembly and renewed every three years. The main function of the board is to establish general guidelines regarding the proper management of the Group companies. MEMBERSHIP FROM THREE MEMBERS TO FIVE IN TOTAL, TWO OF WHOM ARE INDEPENDENT. The Board s functions, as stated in the Code of Corporate Governance, are the following: Adopt the measures of governance and management of the Group, ensuring respect for all of LarrainVial s clients. Promote compliance with laws and regulations. Know and understand the risks inherent in the business activities that the group carries out. OWNERSHIP AND CORPORATE GOVERNANCE 14 BOARD MEMBERS: Fernando Larraín Peña Fernando Larraín Cruzat (Executive President) Aníbal Larraín Cruzat Juan Hurtado Vicuña (independent) Francisco León Délano (Independent) Establish a suitable organizational structure that includes a proper segregation of duties. Approve annually all internal control and risk management policies and procedures. Ensure proper design, implementation and documentation of policies and procedures. The Board meets monthly to review Company management and performance and receives periodic information that may be of interest. The sessions are held with an absolute majority of the number of directors specified in the bylaws, with resolutions adopted by the absolute majority of the attending directors. Taking into account ordinary and extraordinary meetings, the Board meets 13 times a year on average. The nature of the issues discussed in the meetings is as follows: (i) account for the progress of the current state of business affairs at the time of the meeting; (ii) take note of internal control reports issued by the company s external auditors; (iii) designate and remove attorney-in-fact; and (iv) approve corporate policies. As a result of the most recent amendment to the bylaws conducted by the General Assembly of Shareholders on April 9, 2014, the Board is now comprised of five members, up from three prior to the amendment. At the same Shareholders Assembly, a new Board was named, in which two independent directors were added, increasing transparency in the Company s management. Thus, the Board of the Company consists of five members, including an Executive Chairman and two independent directors. The Board is enhanced by its members vast experience in the financial industry, as well as their qualifications of excellence.

15 Moreover, each entity within the group established as a closely held company must adjust its corporate performance to the provisions of the LSA. Therefore, the administration is carried out by a board, which oversees the company s proper and smooth functioning. In this regard, the case of Larraín Vial SA Corredora de Bolsa is particularly relevant, being the main company of the Group and because it is subject to comprehensive regulation as a member of the stock market. The Brokerage s board, comprised of three members elected by the shareholders, must be renewed on an ongoing basis every three years. According to its bylaws, the board is required to meet at least once every six months to analyze the progress of current business affairs at the time of the meeting, take note of the reports of internal control and adopt all measures necessary to ensure the proper functioning of the Brokerage. However, in practice, given the needs of the company, the board meets more frequently. In parallel, the day-to-day management and deployment of guidelines adopted by the board is handled by the Chief Executive Officer of the Brokerage, a role currently carried out by Manuel Bulnes Muzard. MAIN EXECUTIVES Appointed by the Board, they are LarrainVial s most senior representatives at an institutional level and their mission is the effective management of the group s business in line with the objectives, policies and risk levels established by the Board. OWNERSHIP AND CORPORATE GOVERNANCE 15 Executive Chairman: He presides over the Board and is the chief executive officer of the company and the highest authority in the day-to-day administration and management. His duties are focused on making strategic decisions regarding the company s businesses, the implementation of corporate governance measures or institutional relationships with the various stakeholders. This is a newly created position in line with the changes made to the Board, aimed at strengthening the company s Executive Management. Fernando Larraín Cruzat joined the company in In addition to his role as Executive Chairman of Larraín Vial S.A., he is the chairman of LarrainVial SAFI Peru s board, is a board member of LarrainVial Asset Management and the Santiago Stock Exchange and also serves as director of the companies Watt s SA and Active SpA, and Fundación Las Rosas. He received his degree in Commercial Engineering from the Pontifical Catholic University of Chile and an MBA from Harvard Business School.

16 Chief Executive Officer (CEO): As the legal representative of Larraín Vial SA, the CEO is responsible for the management and administration of the business affairs. He must ensure compliance with all legal requirements that affect the business and its operations. His main functions include daily management and administration of the company, ensuring that the Board s mandate is satisfied. He is appointed by the Board and remains in office as long as the latter so decides. He is also responsible for the corporate services departments that oversee corporate support and control activities. Juan Luis Correa Gandarillas is currently the CEO of Larraín Vial S.A. and board member of LarrainVial Asset Management. Before joining the company, in 1998, he was general manager of the brokerage De la Cerda y Hatton Corredores de Bolsa and the general manager of the mutual fund administrator Moneda SA Administradora de Fondos Mutuos. He holds a degree in Business Administration from the University of Chile, Santiago, Chile with an MBA, from IESE, University of Navarra. OWNERSHIP AND CORPORATE GOVERNANCE 16 THE COMPANY S MANAGEMENT TEAM LarrainVial s management team is comprised by Partners, a structure that ensures an effective alignment of interests, and encourages the pursuit of economic objectives and good governance established by the Board. The management team is led by Managing Directors of the various business and support areas, who rely on the Partners in each area to carry out the day-to-day management of the business. The functions of each are: Managing Directors are responsible for the Group s various lines of business. They are appointed by the Board and are in charge of the daily management of the business and the achievement of the objectives set by the Board for each business. Partners are at the forefront of the different areas of specialization of each line of business in which they have demonstrated their ability and commitment to contribute to the Company s business development. LarrainVial s current management team, broken down by business line, is as follows: LarrainVial Capital-Capital Markets Chief Executive Officer (CEO), LarrainVial Corredora de Bolsa. Manuel Bulnes has been the brokerage s CEO since He began his career as a broker in 1992, working in the Research and Money Desk areas. He received his degree in Business Administration from the Diego Portales University, Santiago, Chile.

17 Institutional Distribution Manager, LarrainVial Corredora de Bolsa. Andrés Trivelli joined the company in Previously, he worked in the commercial area of Compañía Minera Doña Inés de Collahuasi. He holds a degree in industrial engineering from the University of Chile, Santiago, Chile, and an MBA from Cornell University, New York. Institutional Distribution Manager, LarrainVial Corredora de Bolsa. Felipe Errazuriz joined the company in He holds a degree in Commercial Engineering from the Andrés Bello University, Santiago, Chile. Institutional Distribution Manager, LarrainVial Corredora de Bolsa. Claudio Larraín joined the brokerage in He received his degree in Business Administration at the University of Chile, Santiago, Chile, and holds an MBA from the University of Miami in Florida. Equity Trading Manager, LarrainVial Corredora de Bolsa. Ivan Cascales joined the company in Previously he worked at Lloyds TBS Bank and the brokerage Cohen Sociedad de Bolsa in Argentina. He received his degree in Economics from the University of Buenos Aires and a postgraduate degree in Finance from the University of San Andrés, Buenos Aires, Argentina. International Distribution Manager, LarrainVial Corredora de Bolsa. Sebastian Caronni joined LarrainVial in Prior to that, he worked at Santander Investment and Banco Santander in Buenos Aires and Santiago for 16 years. He holds a degree in Business Administration from the Pontifical Catholic University of Argentina and an MBA from the same university. Fixed Income Manager, LarrainVial Corredora de Bolsa. Gabriel Villalobos came to work at LarrainVial in Prior to that, he worked at the Peruvian pension fund administrator AFP Integra, Banco Santander, Santander Investment, Citibank and the Central Reserve Bank of Peru. He holds a degree in Economics from Del Pacifico University in Lima, Peru, and is a Chartered Financial Analyst (CFA) charterholder. OWNERSHIP AND CORPORATE GOVERNANCE 17 LarrainVial Capital Corporate Finances Director of Corporate Finance. José Miguel Barros first joined LarrainVial in He has held the position of Director of Corporate Finance since He holds a degree in Commercial Engineering with a specialization in Economics from the Pontifical Catholic University of Chile, Santiago, Chile. He sits on the board of Stel Chile. Corporate Finance Manager. Felipe Porzio: Before joining the company in 1997, he worked at the national insurance consortium (Consorcio Nacional de Seguros). He holds a degree in Business Administration from the Pontifical Catholic University of Chile and an M.S. in Management from Stanford University, Palo Alto, California.

18 Corporate Finance Manager. Martin Engel joined LarrainVial in 1994 and worked for five years in the area of Corporate Finance. Subsequently, he went to the United States where he worked at hedge fund Bordier & Cie and at JP Morgan in mergers and acquisitions. He came back to work at LarrainVial in 2005 in the position he currently holds. He has a degree in Business Engineering with specialization in Business Administration from the Pontifical Catholic University of Chile and an MBA from New York University, NY. Corporate Finance Manager. Raimundo Silva joined LarrainVial s Corporate Finance area in 2005, after working as a new investments analyst at PPL Corporation. He holds a degree in Industrial Engineering from the Pontifical Catholic University of Chile, and an MBA from the University of California at Berkeley. Wealth Management OWNERSHIP AND CORPORATE GOVERNANCE 18 Commercial Director. Guillermo Undurraga joined the company in 1980 as a desk operator and then a trader. In 1985, he was appointed commercial director of Larraín Vial SA Corredora de Bolsa, a position he still holds today. Before joining the firm, he worked for Banco Colocadora Nacional de Valores and Banco Continental. General Manager of Wealth Management. Gonzalo Cordova began working in LarrainVial s area for high net worth clients in Prior to that, he worked at BCI, Black & Decker in the U.S. and as administration and finance manager for Textiles América and Litco Co. He holds a degree in Commercial Engineering from the Universidad Diego Portales, Santiago, Chile, and an MSF and MBA from Loyola University, Maryland, Delaware. Manager of Wealth Management. Sebastian Wenz joined LarrainVial in 1999 as an analyst in the area of high net worth clients. He assumed the co-management of this area in He holds a degree in Civil Industrial Engineering from the Pontifical Catholic University of Chile. Manager of Wealth Management. Cristian Cardone joined LarrainVial in 2000 in the retail client division, where he has served as asset manager, supervisor and sales manager. He holds a degree in Commercial Engineering from Gabriela Mistral University, Santiago, Chile, and is a graduate of the Advanced Management Program of the ESE Business School of the Los Andes University, Santiago, Chile. Manager of Wealth Management. Juan Carlos Undurraga joined LarrainVial in 2002 to take over the management of the Chilean regional branches. He previously worked at Compass Group in the area dedicated to local and international institutional investors. He holds a degree in Commercial Engineering from the Universidad de los Andes, Santiago, Chile.

19 Manager of LV Estrategia. Benjamin Mackenna joined LarrainVial in 2004 after working in Manquehue Net, where he worked as a strategy analyst, deputy manager of strategy and strategy manager. He holds a degree in Commercial Engineering from Gabriela Mistral University, Santiago, Chile and is a graduate of the Advanced Management Program in Business ESE Business School of Los Andes University, Santiago, Chile. Fund Management Investment Director for LarrainVial Asset Management. José Manuel Silva joined LarrainVial in Prior to that, he was CFO of Santa Carolina, one of the largest food companies in Chile. He was director of the fund manager Toronto Trust Administradora de Fondos de Inversión over the period He holds a degree in Commercial Engineering from the Pontifical Catholic University of Chile. CEO of LarrainVial Asset Management. Ladislao Larraín joined LarrainVial in 2001, working in the area of fixed income; after a stay in China in 2005, he returned to the firm in Prior to coming to LarrainVial, he worked in Citicorp Mutual Funds, the vineyard El Huique and was a professor of economics and finance at the Adolfo Ibáñez, Andes and Catholic universities. He has a degree in Commercial Engineering from the Pontifical Catholic University of Chile and a Masters in Economics from IESE, University of Navarra, Spain. Latin American Equity Manager for LarrainVial Asset Management. Tomás Langlois, a partner of Larraín Vial SA, first joined the firm 15 years ago as an investment analyst in the mutual funds department. He has a degree in Commercial Engineering from the Pontifical Catholic University of Chile. OWNERSHIP AND CORPORATE GOVERNANCE 19 Research Department Chief Economist and Director of Research Department. Leonardo Suarez has been working at LarrainVial since He has held the position of Chief Economist and Director of Research Department since Prior to his work at the firm, he was a consultant in financial, economic and environmental issues, providing services to the Central Bank of Chile and the IDB, among others. He was an Analyst of National Accounts of the Central Bank of Chile from 1986 to He holds a degree in Economics from the Guayaquil University, Ecuador. Corporate Services Operations and Technology Corporate Manager. Ignacio Osorio joined LarrainVial in Prior to that, he was an analyst, and later operations manager, for AIG. He has a degree in Industrial Civil Engineering specialized in Mechanical Engineering from the Pontifical Catholic University of Chile.

20 Committees Likewise, following the best governance practices, in order to ensure the correct execution of processes in various operations and functions performed by the various entities of the group, LarrainVial has various expert Committees that report directly to the Board and are responsible for monitoring Board-approved guidelines and policies. The general functions of the committees are: Support the organization s efforts to manage processes and ensure compliance with the guidelines defined by the Board. Monitor adherence to policies and ensure compliance in process and risk management by responsible parties. Develop policies and establish procedures that improve the management of processes in the organization. Ensure the correct control environment. OWNERSHIP AND CORPORATE GOVERNANCE 20 Ensure a proper understanding of the risks that may affect LarrainVial processes. Define risk tolerance levels according to self-assessment results, registered risk events, as well as levels and trends in key identified indicators. Approve the proposed action plans to mitigate risks and events. They are comprised of members of the Company s management team and are divided into the following categories: CORPORATE In charge of support and control activities encompassing the whole group, these committees are appointed by the Group s Board: Executive Committee: comprised of managing partners from the group, presided by the Executive President of Larraín Vial SA, the committee meets once a week to discuss important events, results and budget-related issues. Risk Committee: meets monthly to discuss the evaluation and monitoring of goals defined by the Risk division and is led by the CEO of Larraín Vial S.A. Operations Committee: convenes weekly to assess, coordinate and monitor goals defined by Operations in conjunction with other areas, i.e., Technology, Human Resources, Risk, Processes and Financial Management. The CEO of Larraín Vial S.A. chairs this committee.

21 Business Innovation and Marketing Committee: chaired by the Manager of Business Innovation & Marketing, this committee meets every other week to present, evaluate, define and coordinate issues related to the scope of the department. Compliance Committee: comprised by the CEO (Larraín Vial S.A.), Head of Retail Distribution, General Counsel, Compliance Manager, Head of Legal and Compliance, and Compliance Officer, this committee meets monthly to manage, approve, monitor and resolve the following issues: crime prevention model, overall compliance (external and internal), conflicts of interest, ethical dilemmas and the handling of client complaints. Products Committee: meets fortnightly with the objective of analyzing, reviewing and determining the profile of existing and new products that will soon be made commercially available to clients. The Committee includes Wealth Management personnel and is chaired by the General Manager of Wealth Management. Human Resources Committee: chaired by the CEO of Larraín Vial S.A., the committee meets every two weeks to review the monitoring and implementation of HR policies. BUSINESS COMMITTEES Appointed by the Board, they are responsible for the development of activities related to each business. Currently: Research Committee: it seeks to align the Research Department s strategic vision. It meets twice a month and is chaired by the director of the Department. Equity Committee: chaired by the Executive Chairman of Larraín Vial S.A., this committee meets fortnightly to oversee Capital Markets department s performance management. Fixed Income and Currencies Committee: presided by the Executive Chairman of Larraín Vial S.A., this committee meets fortnightly to evaluate the fixed income market. Finance Committee: analyzes and follows up Corporate Finance projects/ prospects at a weekly meeting chaired by the Executive Chairman of Larraín Vial S.A. Wealth Management Committee: monitors the performance and management of the Wealth Management business area oriented toward individuals. The Executive Chairman of Larraín Vial S.A. presides over its weekly meetings. COMMITTEES LARRAINVIAL HAS ESTABLISHED CORPORATE AND BUSINESS COMMITTEES RESPONSIBLE FOR MONITORING THE IMPLEMENTATION OF POLICIES APPROVED BY THE BOARD. OWNERSHIP AND CORPORATE GOVERNANCE 21

22 Policies and Code of Conduct The Board has adopted a structure of internal rules (codes of conduct and ethics, in addition to policies and procedures) that inspires the way of conducting business and promotes ethical and transparent behavior across the group s companies: SAMPLE OF COMPANY POLICIES CORPORATE STOCK BROKERAGE AND COMMODITY BROKERAGE ASSET MANAGEMENT AND ASSETS Corporate Governance Code Specific Risk Management Policies LV Asset Management: General Risk Policy OWNERSHIP AND CORPORATE GOVERNANCE 22 MAIN POLICIES Conduct and Good Practices Corporate Code Risk Management Corporate Policy Information Security Corporate Policy Business Continuity Corporate Policy Prevention of money laundering, terrorist funding and bribery Corporate Policy Financial Risk Credit Risk Operational Risk Compliance Information Security Specific Risk Management Policies: LV Asset Management: Market Risk Policy LV Asset Management: Credit Risk Policy LV Asset Management: Legal Risk and Compliance Policy LV Asset Management: Technological Risk Policy / LV Information Security Corporate Policy LV Asset Management: Operational Risk Policy / LV Operational Risk Corporate Policy Ordinary Course of General Transactions General Policy LV Asset Management: Business Continuity Policy Human Resources Corporate Policy Staff Selection Policy Training Policy Suppliers Corporate Policy Financing, Debt and Investments Policy SUPPORT POLICIES Interaction with Public Institutions Policy Acquisitions Corporate Policy Backing and Donations Policy Travels and Expenses Accounting Policy Gifts Policy Compensation and Benefits Policy Data Maintenance and IT Infrastructure Policy

23 CODE OF CONDUCT LarrainVial, in its different business areas, performs functions that involve public trust, its business reputation, as well as that of its directors and executives. For these reasons, it is imperative that all personnel act according to high professional standards in strict observance of applicable legal and regulatory provisions, in addition to pursuing the highest ethical standards, both in their personal and professional behavior. LarrainVial s Code of Conduct and Good Practices incorporates the specific issues related to good practices in laws and regulations of the Securities Market Act released by the SVS, as well as recommendations made by the Regulatory Committee of the Santiago Stock Exchange, and the Self-Regulation Committee of the Chilean Electronic Stock Exchange. The code also addresses topics related to LarrainVial internal regulations and domestic and international industry best practices. The aim of the Code of Conduct and Good Practices is to guide and support all Group personnel so that they can face different ethical dilemmas or conflicts of interest which may arise in the course of their daily work. The Code of Conduct and Good Practices applies to the personnel of all entities that form part of the LarrainVial group. Personnel is defined as all LarrainVial employees plus anyone who acts as director of any of the entities within the group. Given the broad spectrum and complexity of possible situations that may arise involving ethical conflicts, all staff members are responsible for exercising good judgment, applying the code s ethical principles and requesting guidance from their superiors, the Human Resources or Corporate Risk departments in the event that they need to clarify concepts and situations. Faced with an ethical dilemma, LarrainVial personnel should take the time to reflect on the implications of the situation. CODE APPROVED BY THE BOARD GOOD PRACTICES INDICATED BY LAW AND REGULATIONS, INTERNAL POLICY AND INTERNATIONAL BEST PRACTICES. DISSEMINATION OF THE CODE OF CONDUCT ALL GROUP PERSONNEL ARE FAMILIAR WITH THE CODE. OWNERSHIP AND CORPORATE GOVERNANCE 23 The Board has approved the Code of Conduct and Good Practices, and its corresponding updates. All personnel that belong to the group are aware of the Code, which has been published in the corporate handbook on the LarrainVial intranet site.

24 CLIENT SERVICES AND PROTECTION CLIENT SERVICE AND PROTECTION CLIENT SERVICE BASED ON A COMPREHENSIVE UNDERSTANDING OF THEIR NEEDS AND A TRANSPARENT RELATIONSHIP. LarrainVial places client service at the core of its strategy and how it conceives its business, continuously renewing the founding principle that inspired the company s beginnings: provide clients with financial advisory and intermediation services of excellence. LarrainVial fully aware of financial market complexities, the diversity of its clients and the possibility of conflicts of interest deploys every necessary measure to ensure effective protection of its clients interests. Specifically, LarrainVial believes that a comprehensive understanding of Clients and their needs must be achieved; equally, it is crucial that a relationship model based on transparency be defined that incorporates necessary procedures and channels for resolving conflicts of interest and ensuring effective communication with its clients. KNOWING THE CLIENT LarrainVial s wide range of products and knowledge areas enable it to offer its services to more than 50,000 clients spanning various different types and geographies. LarrainVial understands that the basis of an effective client service is to achieve a thorough understanding of each client s needs and preferences, which is why the firm established customer segmentation at the corporate level, a detailed process for opening new accounts, as well as a model for monitoring the level of customer satisfaction. SEGMENTATION LarrainVial s segmentation model is broken down into three main client segments; each one with a distinct business model. This measure reflects the company s goal of resolving the different needs of each client and working with them over the long-term. LarrainVial experts in each client segment engage with the firm s clients with a strong focus on their needs. COMPANIES This segment mainly corresponds to legal entities, such as open and closed companies, corporations, limited partnerships, in addition to management structures (family office).

25 LarrainVial provides financial advisory services of excellence to its company clients. The Corporate Finance team is comprised of individuals with extensive experience and solid training. Mergers and acquisitions (M&A), initial public offerings, capital increases, purchase and sale of shares, public tender offerings and corporate bonds are among the most common operations. The firm offers these customers market making for its shares listed on the stock exchange and trade execution. Family office clients are served by institutional traders who, in close collaboration with our Research Department, provide guidance and recommendations on equities, fixed income and main economic assets. In addition, the firm provides advisory services regarding the formation of family businesses, equity structures and succession. BUSINESS SEGMENTATION THREE CLIENT SEGMENTS TO ENSURE A PERSONALIZED SERVICE THAT ADDRESSES THEIR SPECIFIC NEEDS: COMPANIES, INSTITUTIONS AND INDIVIDUALS. INSTITUTIONS This segment corresponds to entities that manage and/or represent assets of third parties. These include pension fund administrators, general fund administrators, foreign capital investment funds, mutual funds, investment funds, insurance and reinsurance companies, banks and stock brokers, among others. LarrianVial s institutional operators are trained and certified to serve the most sophisticated customers in the market. They are supplied with proprietary research prepared by LarrainVial s Research Department, and they can execute trade orders for various products across different institutional desks: equities, fixed income, foreign exchange and international products. CLIENT SERVICE AND PROTECTION 25 INDIVIDUALS This segment corresponds to individuals and their investment companies. LarrainVial s clients receive advisory services for investing their wealth from expert agents from the firm s Wealth Management division. Among the products available to individual clients are the buying and selling of shares, investment in mutual funds, and domestic and international fixed income, all through expert traders specialized in the different assets and markets. Clients receive periodic information regarding their portfolio performance, in addition to ongoing Internet access to their personal accounts. ACCOUNT OPENING In order to provide financial intermediation in line with the client s level of risk tolerance and knowledge, all LarrainVial clients must provide the required legal and personal documentation and their investor profile. All information submitted is primarily concerned with the client s personal (in case of individuals) and business data, including equity interests in companies and their final beneficiaries. Among the documents that the client must sign is a sworn statement regarding the origin of the funds deposited under LarrainVial custody and their status (or not) as a Politically Exposed Person (PEP).

26 NEW CLIENTS COMPREHENSIVE CONTROL OF MONEY LAUNDERING AND POLITICALLY EXPOSED PERSONS (PEP). One of the main mechanisms for controlling and preventing crimes such as money laundering or terrorist financing is the right knowledge about the client, from the moment that a client requests to be linked to any of the products or services offered by the group. LarrainVial s know-your-customer (KYC) process is designed with the following primary objectives in mind: Aptly identify each client. Obtain information regarding the client s professional and economic activity, including income, expenses and financial performance. Determine the origin and destination of the resources that the client will invest through LarrainVial. Get information about the type of operations that the person intends to perform. Assess your client profile and analyze client operations accordingly. CLIENT SERVICE AND PROTECTION 26 Detect and monitor client transactions that may appear unusual in terms of their financial behavior. Also, the customer must complete a survey in order to determine an investor profile, according to regulations the SVS issued in If clients, of their own volition, request unsuitable products based on their investor profile, they must sign a letter of informed consent, in which they state that they understand and accept the risks associated with the particular instrument. In addition to the above, within the framework of the intergovernmental cooperation agreement signed between Chile and the United States to facilitate Chile s implementation of the FATCA (Foreign Account Tax Compliance Act), LarrainVial completed the registration process before the corresponding organism ( Internal Revenue Service or IRS ). FATCA provides that financial institutions around the world, including those in Chile, have an obligation to collaborate by submitting to the U.S. tax authority ( IRS ) information regarding financial products or accounts held by U.S. taxpayers in Chile, subject to certain obligations of due care, reporting and penalties or retentions for noncompliance. In order to comply with FATCA, LarrainVial conducted an evaluation and assessment aimed at defining the impact of this legislation. In the first instance, an analysis of the Group s ownership structure, and of the main business activity of each one of the affiliates to determine the applicability of the rule to each legal vehicle, was performed. With guidance from KPMG, the classification of group entities that must register with IRS, the impact analysis and definition of implementation plans in business processes and operations were completed. Thus, compliance with the regulations and the terms of the intergovernmental agreement, which comes into full effect on June 30, 2014, is assured.

27 CLIENT SATISFACTION At LarrainVial, satisfaction studies are conducted on an ongoing basis for all three segments individuals, companies and institutions aimed at understanding and identifying opportunities for improvement in our service and to provide advisory services of excellence in tune with their needs. In conducting these studies, LarrainVial works with external consultants recognized for their work, such as Adimark GfK, IPSOS and El Otro Lado Consultores. RELATIONSHIP MODEL In pursuit of excellence in client services, the LarrainVial model has defined a relationship model with its customers based on market best practices. This model is based on corporate policies approved by the Board and is implemented in the necessary entities, procedures and mechanisms to ensure its effective implementation. POLICIES AND PROCEDURES A guiding principle and value at LarrainVial is that honesty is at the heart of its business and therefore, at all times the Company acts honorably and transparently, always prioritizing ethical behavior. The Company takes care to maintain transparent relationships with its clients and protect its image as well that of as its peers, superiors and colleagues. LarrainVial engages with clients through honest communication, not only when its recommendations are correct, with the understanding that we must be able to recognize our mistakes and take responsibility for them. CLIENT SERVICE AND PROTECTION 27 In order to comply with this principle, a framework of policies and procedures has been established, which take into account he following: Proper handling and safeguarding of client information. Suitability of products offered based on client investor profile. Conflict resolution and troubleshooting as a result of operational errors. Restrictions on the acceptance of gifts. INFORMATION HANDLING In terms of the storage and processing of information, LarrainVial is subject to the provisions contained in Law No. 19,628 regarding the protection of personal data.

28 The Act regulates the handling of personal data, understood as that relating to any information pertaining to identified or identifiable natural persons. The handling of personal data comprises various types of use, including collection, storage, release and transfer. In accordance with legal regulations, the accountholder of such data must authorize its use by LarrainVial, along with being fully informed about the purpose of data storage and possible release to the public. Article 9 of Law No. 19,628, in turn, establishes the principle known as the purpose in the processing of personal data under which the personal data should be used only for the purposes for which they were collected unless they originate or were gathered from public sources. Pursuant to the provisions of Law No. 20,575, personal information of an economic, financial, banking or commercial nature can only be used for the assessment of business risk and the credit process. CLIENT SERVICE AND PROTECTION 28 In compliance with the above rules, LarrainVial is careful and diligent in processing clients personal data, and only for the purposes for which they were stored, kept in total confidentiality, except those obtained from public sources. In this respect, only the aforementioned background information is released in the event that it is requested by an administrative or judicial authority, acting within auditing or regulatory processes, and in those cases as required by law. SUITABILITY OF PRODUCTS Advising clients according to their investment profile is inherent in LarrainVial s culture, and recently the firm has taken specific steps to ensure that this is accomplished without exception. Every new customer must complete a profile survey that evaluates the delegation level of their investments and financial literacy, among other variables. There are four investment profiles: very conservative, conservative, moderate and aggressive. Each profile is assigned recommended investment portfolios by LarrainVial s Strategy area. There is also a monthly Suitability meeting with the participation of representatives from the areas of Risk, Wealth Management, LarrainVial Strategy, and Business Innovation & Marketing divisions. At this meeting, warning systems and alerts are being defined for use in the event of a misalignment of clients and their profiles, as well as periodic profile review protocols and prompt advisory services in such cases. In LarrainVial, structured instruments are aimed at qualified client investors or those who possess a profile of aggressive investor, which implies a high level of knowledge in financial instruments. These products, besides their complexity, provide specific financial characteristics, such as term, credit quality and accessibility to diverse markets. All structured notes are carefully studied and reviewed by LarrainVial Strategy s working team before it is offered to clients, and then goes to the Investment Committee and the Product Committee for review and approval.

29 TROUBLESHOOTING POLICIES In the event of an error in the execution of a client s order, the client will not be affected because it will be noted in the error ledger. It will be reported as part of the Company s in-house portfolio to the Stock Exchange and the market. The client will not receive the erroneous order; the order will be executed according to the instructions received. Any cost or loss is assumed by LarrainVial. On occasion, a client may make a mistake issuing an order. Typical errors include the order address (purchase as sale, or the opposite), wrong amount, symbol error (wrong stock) limit order price incorrect or not specified with the order. In the event of one of these scenarios, they are looked at case by case and may be addressed, which is what LarrainVial s clearing ledger is for. In these situations, they are also noted as self-executing, but the costs or losses as well as possible profits gained as a result of reversing the operation correspond to the customer. If due to an action of LarrainVial, delays occur in the settlement of any operation and the seller client is paid late, LarrainVial will incur the financial cost. DISPUTE RESOLUTION MECHANISM In December 2007, in an unprecedented event for the industry, LarrainVial created the completely autonomous figure of a mediator. In the event of any complaint or dissatisfaction with the service provided, clients have free access to the complaints system and client services. As a preliminary instance of conflict resolution, clients express their complaint, concern or suggestion through their executive, who is in charge of offering immediate and direct assistance, in order to propose an effective and efficient solution to the conflict. TROUBLESHOOTING THERE IS A PROCEDURE WITH SEVERAL INSTANCES FOR RESOLVING ISSUES WITH CLIENTS. CLIENT SERVICE AND PROTECTION 29 The executive evaluates the proposed solution to be offered to the client with his/her superior if necessary, or when offering a particular proposal or solution is not within the executive s scope of action. All this with the haste required by the particular situation, while keeping the client informed regarding the progress of the proposal in a timely manner. If the solution proposed by the executive is not satisfactory to the client, the Client Management Unit is informed. This area is responsible for collecting all relevant background in order to assess the client s request or complaint; even meeting with the client if deemed necessary, as to determine the client s position and that sustained by LarrainVial to date, compare them and propose a solution to the client requirements or complaints. The background review prepared by the Client Manager builds on the information gathered internally as well as the background information and statements made by the client. The proceedings before the Customer Management Unit may