CSAV is managed by its Board of Directors, which is made up of seven members elected by shareholders at the annual general meeting. Directors hold office for three years and may be re-elected indefinitely. The Board itself elects the Company’s Chairman from among its members to preside over the Board and shareholders’ meetings. Board compensation is set annually at the annual general meeting.
Board meetings are classified as ordinary and extraordinary. Ordinary meetings are held on the dates predetermined by the Board itself. Extraordinary meetings are convened by the Chairman, either on his or her own initiative or at the request of one or more directors.
The Board’s responsibilities include, among others, the following:
- Appoint the Chief Executive Officer and other senior executives, defining their authorities and responsibilities.
- Approve the Company’s internal regulations and ensure compliance with applicable laws, bylaws, and regulations.
- Convene shareholders’ meetings.
- Approve interim dividends during the fiscal year, charged against profits reflected in the Company’s financial statements and under the responsibility of the Board, provided that there are no accumulated losses.
The Board meets at least semiannually with the external auditors, the Legal Compliance Officer (“LCO”), and the Risk and Sustainability Committee, and, whenever required, with the Compliance Committee and the Tax Committee.
DIRECTORS’ COMMITTEE
CSAV’s Directors’ Committee was established in accordance with Article 50 bis of the Chilean Corporations Act (Ley de Sociedades Anónimas, “LSA”). It is composed of three members and ordinarily meets on a monthly basis.
The duties of the Directors’ Committee are defined by the LSA and include, among others, the following:
- Review the reports issued by the external auditors and the financial statements prior to their submission to the Board of Directors and, when applicable, to the shareholders for approval.
- Recommend to the Board of Directors the candidates for external auditors and risk rating agencies, for subsequent submission to the shareholders’ meeting.
- Review the background information and supporting documentation related to transactions with related parties.
- Review the compensation systems and remuneration plans applicable to the Company’s managers, senior executives, and employees.
- Prepare an annual report on its activities, including its principal recommendations to shareholders.
Acting under authority delegated by the Board of Directors, the Directors’ Committee meets with the external auditors at least three times per year and with the Legal Compliance Officer (“LCO”) on a monthly basis.
Members of the Directors’ Committee
The Directors’ Committee is chaired by independent director Felipe Ureta Prieto and is also composed of directors José De Gregorio Rebeco and Cristóbal Eyzaguirre Baeza. Edmundo Eluchans Aninat serves as Secretary.
COMPLIANCE COMMITTEE
The Compliance Committee is composed of three members of the Board of Directors, appointed by the Board itself, the Company’s Chief Executive Officer, and the Legal Compliance Officer (“LCO”).
The functions of the Compliance Committee are defined in its Charter and include, among others, the following:
- Together with the LCO, define and propose to the CSAV Board of Directors any amendments to the Crime Prevention Model (“CPM”), its supporting documentation, and/or any internal CSAV regulations related to compliance matters.
- Advise the LCO on the implementation of the CPM.
- Monitor the progress and resolution of any cases, investigations, or proceedings related to compliance matters in which CSAV is involved.
- Oversee the proper execution and compliance with judgments, decisions, or resolutions issued by courts or other adjudicative bodies handling such cases, investigations, and proceedings.
- Review reports of compliance-related complaints or incidents submitted through the whistleblower channel established by the Company, without prejudice to the communications that the LCO must provide to the Board of Directors on such matters.
The Compliance Committee meets semiannually and reports on its activities to the Board of Directors whenever requested to do so.
Members of the Compliance Committee
The Compliance Committee is composed of directors José De Gregorio Rebeco, Karen Paz Berdichewsky, and Felipe Ureta Prieto, as well as Chief Executive Officer Roberto Larraín Sáenz. Edmundo Eluchans Aninat serves as Secretary and Legal Compliance Officer.
RISK AND SUSTAINABILITY COMMITTEE
Among its responsibilities, the Risk and Sustainability Committee performs the following functions:
- Propose the Company’s risk profile.
- Promote a risk management culture throughout all levels of the Company.
- Approve the training requirements for Enterprise Risk Management proposed by the Risk Management function.
- Ensure the implementation of the Enterprise Risk Management system by overseeing its progress in accordance with the procedures and timelines established by the Committee.
- Establish risk acceptance criteria for the risks to be managed, taking into consideration the Company’s business activities, strategic objectives, and Enterprise Risk Management Policy.
- Provide the resources necessary for the proper operation of the risk management framework and for the execution of risk mitigation plans.
Notwithstanding the foregoing, the Company’s risk management system is periodically audited by an independent external organization in order to validate its effectiveness and proper operation.
Members of the Risk and Sustainability Committee
The Risk and Sustainability Committee is chaired by Chief Executive Officer Roberto Larraín Sáenz and is also composed of Deputy Accounting Manager María Cecilia Tapia Fredes and Corporate Affairs and Investor Relations Manager María Elena Palma Ruiz-Tagle, who also serves as Risk Officer.
The Committee meets on a semiannual basis, without prejudice to being convened on an extraordinary basis by the Chief Executive Officer whenever circumstances so require.
TAX COMITTEE
The Tax Committee is the highest body responsible for reviewing, controlling, and overseeing the management of the Company’s tax processes and risks, ensuring alignment and consistency between operational decisions and the proper implementation and compliance with the Tax Sustainability Policy.
Among its responsibilities, the Committee is tasked with monitoring significant tax risks identified in the Corporate Risk Matrix, reviewing the effectiveness of the Tax Control Framework, and assessing the tax implications of any Material Transaction prior to its execution.
Members of the Tax Committee
The Committee is composed of CSAV Board Chairman Óscar Hasbún Martínez; Chairman of the Directors’ Committee Felipe Ureta Prieto; Chief Executive Officer Roberto Larraín Sáenz; and Deputy Tax Manager Loreto Gutiérrez Escobar.
BOARD OF DIRECTORS
Fixed Compensation: Directors are entitled to a fee equivalent to 100 UF (Unidad de Fomento) for each Board meeting attended, subject to a maximum of one compensated meeting per month. The Chairman of the Board is entitled to a fee of 1,000 UF for each meeting attended, also subject to a maximum of one compensated meeting per month.
Variable Compensation: Directors are entitled to participate in an amount equivalent to 0.7% of the dividends distributed from the profits generated during fiscal year 2026, excluding any effects on earnings arising from the purchase or sale of assets. This amount shall be distributed equally among the Directors. The Chairman of the Board shall receive twice the amount allocated to each of the other Directors, with a guaranteed minimum compensation of 13,000 UF. This minimum amount shall be paid even if no dividends are distributed from fiscal year 2026 earnings.
DIRECTORS’ COMMITTEE
Fixed Compensation: Committee members are entitled to a monthly fee of 33⅓ UF (Unidad de Fomento), subject to a maximum of one compensated meeting per month.
Variable Compensation: Committee members are entitled to an additional amount equivalent to one-third (1/3) of the variable compensation to which they are entitled in their capacity as Directors, based on the dividends distributed by the Company.
OTHER MATTERS
The members of the Compliance Committee, the Risk and Sustainability Committee, and the Tax Committee do not receive any compensation for the performance of their duties on these committees.

