Our Board maintains an Audit Committee which is currently comprised of five members, including four directors and one non-director members. The current members of the Audit Committee are Messrs. Gustavo Arriagada Morales, who chairs it, José Luis Mardones Santander, Hugo Verdegaal, María Catalina Saieh Guzmán and Juan Echeverría González.
The main duties of the Audit Committee are to review the efficiency of internal control systems, to ensure compliance with laws and regulations and to have a clear understanding of the risks involved in our business. The SBIF recommends that at least one of the members of the Audit Committee, who must also be a member of the Board of Directors, be experienced with respect to the accounting procedures and financial aspects of banking operations. The members of the Audit Committee appointed by the Board of Directors must be independent according to the criteria set by the Board of Directors. In furtherance of the independence of the Audit Committee, our Board of Directors has determined that Audit Committee members should not, for the last three years, have held positions as our principal executive officers, have performed professional services for us, have commercial commitments with us or with any of our affiliates or related persons, or have relations with other entities related to us from which they have received material payments. Moreover, they may not accept any payment or other compensatory fee from us, other than in their capacity as members of the Audit Committee or of other committees. All the members of the Audit Committee receive a monthly remuneration. A description of the experience and qualifications for Messrs. Gustavo Arriagada Morales, José Luis Mardones Santander, Hugo Verdegaal and María Catalina Saieh Guzmán, each of whom is a director of the Company is included in section “Board of Directors”.
Additionally we include a summary of the experience and qualification for Juan Echeverría González, who is a non-director member of the Audit Committee. Juan Echeverría González Mr. Echeverría currently serves as Corporate Chief Compliance Officer at CorpGroup. He was previously in charge of Deloitte’s audits of Banco Osorno, BBVA, Banco del Desarrollo, Banco Internacional, Financiera Condell, Banco CorpBanca Venezuela, and of several services provided to such financial institutions from 1993 to 2012. Mr. Echeverría is currently a director and a member of the audit committee of Compañía Minera San Gerónimo, CorpGroup Activos Inmobiliarios S.A., CorpBanca Colombia and Helm Colombia, and an advisor to the Board of Directors and Audit Committee of Copesa. He has participated in several local and international seminars regarding corporate governance, restructurings and business acquisitions. Mr. Echeverría received B.A. in Accounting from Universidad de Chile and received a two Masters degree from the Universidad Adolfo Ibáñez.
The Audit Committee’s responsibilities are, among others:
The Audit Committee has charters that establish their composition, organization, objectives, duties, responsibilities and extension of its activities. The SBIF requires the Audit Committee to meet at least every four months and to provide an annual written report to the Board of Directors informing it of its activities. The report must also be presented to the annual shareholders’ meeting. According to their charter, the Audit Committee meets twice per month.
- Proposing external auditors and rating agencies to the Directors Committee
- Analyzing and supervising the activities, organizational structure and qualifications of our internal auditing staff, who
- Eeport directly to the Audit Committee
- Analyzing rating agencies’ reports and their content, procedures and scope
- Approving the audit plan for us and our affiliates
- Reviewing audits and internal reports
- coordinating with internal and external auditors
- Reviewing annual and interim financial statements and informing the Board of Directors of the results of such reviews
- Reviewing the reports, procedures and extent of the work of external auditors
- Reviewing the procedures and content of reports from external risk evaluators
- Discussing the effectiveness and reliability of internal control procedures
- Reviewing the performance of information systems, their sufficiency, reliability and use in decision making
- discussing the observance of internal regulations related to compliance with laws and regulations
- Investigating suspected fraudulent activities
- Reviewing the inspection reports, instructions and presentations from the SBIF
- Reviewing compliance with the annual program of internal auditing
- Informing the Board of Directors of any change in accounting principles and its effects
- Setting procedures for the receiving, consideration and treatment of complaints regarding accounting, internal accounting controls or other auditing matters, and for the confidential submission by employees of questionable matters regarding accounting or auditing matters
- Ensuring that internal auditing has the resources and sufficient support to properly perform its duties; monitoring the solutions provided to identified matters; and generally ensuring the implementation and consolidation of best practices in the Bank
- Approving the crime prevention model and designating the company that will certify it
- Reviewing semiannually the performance of the compliance manager, and ensuring that he or she is empowered with sufficient authority and resources to fulfill his or her duties
- Approving the audit charter, the code of ethics, and the internal auditing manual
- Reviewing the strategic plan, budget and human resource structure of the Bank’s comptroller
- Proposing to the Board of Directors the appointment, reappointment or removal of the comptroller manager, evaluating his or her performance and approving his or her annual compensation
- Examining any alleged fraud and potential breaches of laws and regulations communicated through internal auditing
- Setting criteria for the selection and evaluation of the external auditors
- Verifying the compliance of the rotation policy for external auditors
Our Board maintains a Directors Committee which is currently comprised of four members, including three directors and one non-director members. The current members of the Audit Committee are Messrs. Gustavo Arriagada Morales, who chairs it, Hugo Verdegaal, José Luis Mardones Santander and Juan Echeverría González.
The Audit Committee’s responsibilities are, among others:
The Directors Committee has charters that establish their composition, organization, objectives, duties, responsibilities and extension of its activities. The SBIF requires the Directors Committee to meet at least every four months and to provide an annual written report to the Board of Directors informing it of its activities. The report must also be presented to the annual shareholders’ meeting. According to their charter, the Directors Committee meets twice per month.
- Reviewing the reports of the internal and external auditors, the balance sheet and any other financial statements presented by the administration to the shareholders, and to sign-off on it prior to its presentation to the shareholders for approval
- Recommending external auditors and rating agencies to the Board of Directors
- Reviewing operations with related parties and reporting to the Board of Directors
- Reviewing the compensation plans of executive officers and principal officers
- Examining the systems of remuneration and compensation plans for managers, senior executives and employees of the Company
- Preparing an annual report about its activities, including its main recommendations to shareholders
- Other duties required by our By-laws, a shareholders meeting and our Board of Directors