BOARD OF DIRECTORS
Banco del Estado de Chile is a state owned financial institution, operating as an autonomous entity governed by organic law, being the state its sole owner.
The Bank’s main corporate governance body is the Board of Directors, collegiate body that is responsible for the Bank’s senior management.
It is comprised of six members appointed by the President of the Republic, pursuant to a supreme decree of the Ministry of Finance. One of the members is appointed by the Chairman and another by the Vice Chairman of the Bank. The seventh member is a representative of the Bank employees, elected by the employees themselves, plus an alternative director. Four board members are independent of the Bank’s administration.
The duties of the Board are as follows:
1. Decide the general policy of the Bank, establishing the general standards that have to be applied by the operations.
2. Dictate the Internal Regulations by which the Bank is governed.
3. Approve the staff remuneration policy.
4. Create or eliminate branches in the country or abroad.
5. Comment on the issues submitted by the Committee.
6. Ensure the supervision and control of the Bank. For such purposes, it shall periodically review operations and activities.
7. Approve the annual report and financial results, and report to the President of the Republic on the company operations and development, and at the end of each financial year propose profit allocations.
8. Determine remunerations and other employee payment schemes the Bank bargains collectively, with the approval of the Ministry of Finance.
9. Perform the duties that are prescribed by law or regulations.
The Board of Directors meets on the last Thursday of each month and has, during years 2017, 2018 and what goes of 2019, had 100% attendance.
Chief Executive Officer
It is the body responsible for the Bank's senior management. It is formed by the Chairman, Vice Chairman and Chief Executive Officer.
The duties of the Committee include all matters concerning the management and operation of the company. Its role deals with agreeing, performing and signing any act, contract, pact or agreement that leads to accomplishing the objectives of the Bank and may particularly:
The Audit Committee is an important internal control body; its mission is to strengthen and support corporate governance. Its duties are supplemental to those of the general counsel established by Organic Law.
The Chairman is an official who has the exclusive trust of the President of the Republic and the extrajudicial representation of the Bank, especially before public authorities and banking and finance entities, both national and international. The Chairman also deals with the following:
- Preside over the Board and Committee meetings and call for extraordinary meetings, setting the relevant table of contents.
- Perform senior supervision of the company, and
- Comply with all the duties entrusted by the Board and the Committee.
The Vice Chairman is an official who has the exclusive trust of the President of Republic. In particular the Vice Chairman's has to:
- Subrogate the Chairman in the event of absence, vacancy or any other cause that impedes the latter to perform duties, and does not require authorization by a third party. The subrogation includes all the duties and powers of the Chairman, including those by delegation, and
- Perform the duties and attributions entrusted or delegated by the Committee and Board.
Chief Executive Officer
The Chief Executive Officer has the exclusive trust of the President of the Republic and is responsible for the immediate management of the Bank based on the powers conferred and instructions issued by the Committee.
Similarly to the Chairman, the CEO has the extrajudicial representation of the Bank. Furthermore, the CEO has the judicial representation with the powers stated in paragraph one, article 7 under the Civil Proceedings Code, and is served notices of civil actions against the Bank, to validly represent the Bank.
As part of the duties for the immediate management of the Bank, the CEO has to:
- Coordinate the Division General Managers.
- Present before the Committee, personally or by officials appointed by the CEO, statements of condition or detailed information on company operations.
- Attend Board meeting without the right to vote.
- Contract, promote, transfer, second, sanction – pursuant to the disciplinary measures authorized by the internal regulations - Bank officials, except senior level executives, accept resignations, and terminate work contracts of such officials, with the aforementioned exception.
- Propose to the Committee to hire, promote, transfer, second, sanction with disciplinary measures, and accept resignations and termination of employment contracts of senior level officials.
- Submit the Company's Annual Report and Financial Results to be approved by the Committee.
- Delegate certain roles to other Bank officials, except in such cases, due to their nature, the CEO would have to perform personally, and
- Perform all the duties entrusted by the Board and Committee.