The bank of all Chileans CORPORATE GOVERNANCE

Transcription

1 The bank of all Chileans CORPORATE GOVERNANCE 16

2 BOARD OF DIRECTORS Chairman José Luis Mardones Vice-Chairman Jorge Marshall Members of the Board Álvaro Erazo* Nicolás Eyzaguirre Sergio Páez Francisco Vidal** Viviana Betancourt 17 Labor representative: Pablo Silva Labor alternate representative: Julio Águila * Held post until early January ** Held post until December Standing 2 Jorge Marshall 5 Julio Águila Seated 1 Viviana Betancourt 3 Pablo Silva 4 José Luis Mardones 6 Nicolás Eyzaguirre 7 Sergio Páez

3 The bank of all Chileans CORPORATE GOVERNANCE 18 EXECUTIVE COMMITTEE Chairman: José Luis Mardones Vice-Chairman: Jorge Marshall Chief Executive Officer*: Pablo Piñera * José Manuel Mena held this post until December 2007.

4 A founding law (Decree Law N 2,079, 1977) clearly defines BancoEstado s corporate governance and regulates the company s management and administration. BancoEstado is headed by a Board of Directors, Executive Committee and a body of managers in charge of divisions and areas. It also owns several subsidiaries, which work with BancoEstado to provide services and products to all Chileans. Senior management is formed by an Executive Committee, consisting of the bank s chairman and vice-chairman and CEO. This body is responsible for managing the company, according to legal and regulatory requirements, policies and standards issued by monetary authorities, the Board of Directors and the Superintendency of Banks and Financial Institutions (SBIF). During the 2007 fiscal year, the bank progressed 19 in different areas of corporate governance, to improve decision-making capacity, speed and effectiveness. The bank s senior management consists of a seven-member Board of Directors, of which six are presidential appointees, named via a finance ministry supreme decree. Of these, one is appointed bank chairman and another vice-chairman. Employees have an elected and alternate representative. The board has to define the bank s general policies, adopt internal regulations, supervise and enforce, and also approve the balance sheet and Annual Report, among others.

5 The bank of all Chileans CORPORATE GOVERNANCE CHIEF COUNSEL Pablo Lagos COMPTROLLER Jessica López Senior executives Corporate and Commercial Banking: Arnoldo Courard 20 Finance: Carlos Martabit Administration: Victoria Martínez Pablo Lagos, Jessica López. Credit Risk: Eduardo De Las Heras Operations and Systems Division: Fernando León Planning and Research: Oscar González SUBSIDIARIES BancoEstado S.A. Administradora General de Fondos. BancoEstado Centro de Servicios S.A. BancoEstado Contacto 24 Horas S.A. BancoEstado S.A. Corredores de Bolsa BancoEstado Corredores de Seguros S.A. BancoEstado Microempresas S.A. Asesorías Financieras. BancoEstado Servicios de Cobranzas S.A. Sociedad de Servicios Transaccionales CajaVecina S.A. Sit from the left to the right: Arnoldo Courard, Victoria Martínez, Carlos Martabit. Stand: Oscar González, Eduardo de las Heras, Fernando León.

6 The Executive Committee is responsible for The company has six management areas, covering BancoEstado is an autonomous, state-owned approving, implementing and undersigning business and logistics, which report directly to company supervised by the Superintendency of any action or contract required to meet the the CEO. Banks and Financial Institutions (SBIF), which bank s objectives. Given the need to ensure the must comply with all relevant laws, regulations, transparency of all actions, no member of the An audit committee, which is essential to internal statutes and other rules, exercising extensive Board or Executive Committee can intervene control and complements the comptroller, control over its operations and businesses. or vote on credit, investment or other business reinforces corporate governance, by maintaining, operations in which he/she has some link through applying and ensuring the healthy operation of Its enforcement and supervisory faculties extend share, dependence or involvement of any kind. the company s internal controls. Similarly, it to its subsidiaries and related entities in which ensures compliance with the relevant rules and the bank is a shareholder or holds a share of any The Chief Counsel is the senior manager of the procedures, and it must have a clear understanding kind. The incorporation of such entities must be 21 legal area and is the bank s legal representative of the risks to the bank inherent in all its business previously approved by the SBIF. before the courts, administrative panels and other activities. instances. This person must, moreover, attend Similarly, the bank hires risk rating firms to Board and Executive Committee meetings, without To reinforce the Audit Committee and its evaluate its instruments and conduct external right to vote, and ensure all resolutions, actions functions, and improve corporate governance, audits. They issue opinions on the individual and and contracts meet current legal standards. the bank decided to add a fifth member, who consolidated financial statements of BancoEstado The comptroller is responsible for the internal will be appointed in and its subsidiaries, thereby complying with SBIF requirements. enforcement and inspection of all bank accounts, As part of its objective of providing world-class services and properties. She must evaluate and service, BancoEstado has eight subsidiaries, promote improvements to risk management and which as independent companies, with their own internal controls of the bank and its subsidiaries, objectives and strategies, share the corporation s to safeguard customers resources and the bank s overall mission. financial equity and reputation.