Under Chilean law, listed joint stock companies must appoint at least one independent director and a Directors’ Committee when they have a market capitalization of at least 1,500,000 unidades de fomento (an inflation-indexed currency unit) and at least 12.5% of the voting shares are held by shareholders who individually control or possess less than 10% of these shares. Three of the nine Board members form a Directors’ Committee, which fulfills both the functions required under Chile’s Corporations Law and those of the Audit Committee required under the Sarbanes-Oxley Act of the United States and the corresponding SEC norms.
The Directors’ and Audit Committee has the functions established in Article 50 bis of Chile’s Corporations Law (Nº 18.046) and the other applicable regulation. These include:
The requirements for directors’ independence are set out in Chile’s Corporations Law (Nº 18.046) and its subsequent modifications under Law Nº 19.705 on the relationship between directors and LATAM’s controlling shareholders.
A director is considered independent when he or she does not, in general, have ties, interests or economic, professional, credit or commercial dependence of a significant nature or size with or on the company, the other companies in the group of which it forms part, its controller or principal executives or a family relationship with the latter or any of the other types of ties specified in Law Nº 18.046.
Under US regulation, it is necessary to have an Audit Committee, comprising at least three Board members, that fulfills the independence requirements established under Rule 10A of the Exchange Act. Given the similarity of the functions of the Directors’ Committee and the Audit Committee, LATAM Airlines Group’s Directors Committee acts as an Audit Committee under Rule 10A of the Exchange Act.
As of April 30, 2017, all the members of the Directors’ Committee, who also act as part of the Audit Committee, were independent directors as defined under Rule 10A of the Exchange Act. At that date, its members were Messrs. Georges de Bourguignon Arndt (chairman of the Committee), Eduardo Novoa Castellón and Nicolás Eblen Hirmas. For the purposes of Chile’s Corporations Law (Nº 18.046), Nicolás Eblen Hirmas is not considered an independent director
|Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.|