As of December 31, 2020, the Board of Directors of Viña Concha y Toro was made up of board members: Janet Awad Perez (Chairperson), Raphael Guilisasti Gana and Rafael Marín Jordán. All of them were elected at the company’s Extraordinary Shareholders’ Meeting of April 23, 2020. Pursuant to the provisions of Article N°50 bis of Law N°20,382, dated October 20, 2009, Ms. Janet Awad Pérez filed an independent board member affidavit. At the same April 23, 2020 meeting and in order to comply with the above-indicated provisions, Ms. Janet Awad Pérez, in her capacity as the sole independent board member, appointed board members Messrs. Rafael Guilisasti Gana and Rafael Marín Jordán as second and third members of the Board of Directors’ Committee, respectively.
Between April 27, 2017 and April 23, April 2020, the Board of Directors’ Committee was comprised of Messrs. Jorge Desormeaux Jiménez, Rafael Guilisasti Gana and Rafael Marín Jordán. Throughout that entire period, Mr. Desormeaux remained as an independent member of the board.
The Board of Directors’ Committee met 13 times during FY 2020, to review and discuss topics which, pursuant to Article N°59 bis of the Law on Corporations (LSA, in its Spanish acronym), are of its incumbency. It reviewed especially those transactions governed by Articles N°146 and following of Law N° 18,046, ensuring their compliance with prevailing market prices, terms, and conditions at the time of their approval. The detail of the transactions thus approved by the Committee can be found in Note N°9 of the company’s Consolidated Financial Statement.
Directors Committee Annual Management Report
In compliance with the provisions of Article 50 bis of the Law on Corporations, the Board of Directors’ Committee must prepare an Annual Management Report to be submitted before the Ordinary Shareholders’ Meeting and incorporated into the respective Annual Report.
Thus, the Board of Directors’ Committee met on 13 different occasions during 2020, to examine the following topics:
- It resolved the new composition of Committee Officers, appointing Ms. Janet Awad Pérez as Chairperson, and board members Messrs. Rafael Guilisasti Gana y Rafael Marín Jordán.
- Evaluated and approved its annual budget, as well as its operating periodicity.
- It evaluated and proposed external auditors and risk classification firms to the Board of Directors, which were subsequently submitted before the respective Shareholders’ Meeting.
- It reviewed and approved the Annual Auditing Program proposed by BDO Auditores, in their capacity as external auditors appointed by the Ordinary Shareholders’ Meeting.
- It reviewed and approved the company’s annual Balance Sheet, as well as each and every one of the quarterly financial statements, while reporting such approvals to the Board of Directors. It reviewed and approved the external auditors’ semestral and annual reports.
- It received, studied, and approved periodical internal audit reports and compliance of the auditing plan provided by the company’s General Auditors, while keeping the Board of Directors apprised of the different conclusions.
- It examined and approved background information related to related party operations, governed by Title XVI of Law N°158,046, each of which was submitted to successive meetings of the Committee and reported to the immediately following meeting of the company’s Board of Directors.
- Especially, it analyzed the transaction related to the acquisition of the Santa Emiliana brand, for which purpose it reviewed the report submitted by EFC Capital S.A. (Econsult), in accordance with the provisions established in the Law on Corporations.
- It received the Annual Audit Report regarding all related transactions, prepared by Exmo Auditores, which included the participation of the partners of such firm.
- It received the Annual Audit Report regarding the purchase of grapes and wines, prepared by Exmo Auditores, which included the participation of the partners of such firm.
- It reviewed the compensation systems and benefit plans of company workers and main executives.
- It reviewed and approved the external consulting firm’s report toward generating a new Compliance area, in line with best practices.
- It received the report required by the Committee regarding the company’s new strategic risk map.
- It reviewed the company’s Risk Policy update.
Compensation of the Directors Committee members
The company’s Ordinary Shareholders’ Meeting approved a compensation for each Directors’ Committee officer equivalent to one-third the compensation received by board members as such. The same Shareholders’ Meeting approved an operating budget for this Committee of MM$60/year. During FY 2020, the Committee sought the advice of external professionals regarding the evaluation of transactions with related parties and an evaluation of internal controls regarding grape and wine purchases from third parties. The Committee’s annual expense on account of consulting services amounted to $38,808,891.
Ethical Framework and Ethics Committee
The company’s management is aware that its operation is a dynamic and high-impact process. As such, every year Viña Concha y Toro’s corporate governance is reviewed, and improvements are introduced which aim to ensure proper compliance management, in accordance with legal requirements and ensuring the pursuit of excellence and transparency throughout the operation. The company aims for all of its employees to work collaboratively and understand the importance of good corporate practices, thus establishing a culture of compliance.
Within the framework of its agricultural, production and commercial activities, Viña Concha y Toro is subject to compliance with a broad range of legal and administrative regulations in Chile, in particular those related to the production, elaboration and marketing of alcoholic beverages. With regard to its exports, it must comply with foreign and international health regulations. To adjust its processes to these regulations, the company has the support of its customers, and adheres to international controls and certifications.
Code of Ethics and Conduct
On May 31, 2012, the Board of Directors approved the Code of Ethics and Conduct of Viña Concha y Toro and its subsidiaries, which was updated in 2022. This text summarizes the framework of principles and ethical and behavioral values that ought to guide the actions of the board members, executive officers, and collaborators of Viña Concha y Toro and its subsidiaries, without exceptions. For the company, it is paramount that in each one of the stages of elaboration, distribution and sales of its products, its board members, executive officers, and collaborators abide by the norms and regulations in effect in the jurisdiction in which they operate. Likewise, Viña Concha y Toro requires its board members, executive officers, and collaborators to know and commit themselves to the fullest to the company’s ethical values in the pursuit of excellence and transparency. The Code of Ethics and Conduct is available on the company’s website: https://vinacyt.com/informacion-legal/
The Board of Directors, in its meeting of May 31, 2012 approved the incorporation of an Ethics Committee, whose main mission is to promote and regulate behavior of professional and personal excellence on the part of Viña Concha y Toro’s collaborators, in a manner consistent with the company’s principles and values.
In compliance of this mission, the Ethics Committee is especially empowered to:
- Deal with and provide information regarding the breadth and scope of applicability of the Code of Ethics and Conduct.
- Deal with anonymous complaints received by the company via the channel especially intended for this purpose.
- Report them to the Board of Directors’ Committee.
- Analyze those allegations received that are framed within the Crime Prevention Model or found to be associated with the offenses envisaged by Law No. 20.393.
- Coordinate the investigations derived from such complaints, support Crime Prevention authorities in their different control activities, calling for reports when the circumstances warrant it.
Viña Concha y Toro has implemented, via its website (www.vinacyt.com), a simple and efficient anonymous complaint reporting system. Such complaints may also be forwarded via email, according to the Anonymous Complaint Procedure. In this manner, company workers, suppliers, customers, shareholders and third parties have a confidential channel available through which to report irregular facts or situations that may require an internal investigation. Among other motives, anonymous complaints may refer to: (i) Bribery, terrorism financing, money laundering, graft, misappropriation, unfair administration, incompatible negotiation or other provisions under Law No. 20.393; (ii) Job complaints, where claims can be made about eventual violations of the Code of Ethics and Conduct or the labor law; (iii) Misuse of company resources or other acts that may constitute fraud; and, (iv) Non-compliance with the quality standards in our products; namely, situations affecting the legality, integrity, or safety of our products.
Crime Prevention Model
In order to prevent unlawful conduct such as money laundering, terrorism financing or bribery, the company’s Board of Directors approved the Crime Prevention Model, consisting in a preventive and monitoring process of the various control activities regarding company processes or activities found to be exposed to the risk of committing the offenses identified in the above-referred law. The Crime Prevention Model, as well as the risk matrix associated to it, were updated during 2020 so as to incorporate the new crimes related to the criminal liability of legal persons. Likewise, executive officers from different company areas have been trained about the Model.
In June 2022, the Crime Prevention Model was certified by Feller Rate, pursuant to the terms pointed out in Article 4, numeral (4) of Law No. 20.393.
Manual for handing Information of Interest to the Market
The Manual seeks that -via self-regulation- norms be established for the treatment of facts and information -not officially classified to be of an essential nature- that might be useful for an adequate financial analysis of Viña Concha y Toro and its subsidiaries or of securities issued by them. Understood under this concept is all legal, economic, or financial information referring to relevant aspects of the company’s business operations or having a significant impact on them. Likewise, the Board has agreed the Manual to incorporate criteria to guide the conduct of its workers in treating and using such information, while also establishing the freedom of its recipients to trade securities, with the exception of blocked periods barring such transactions. The Manual is available on the company’s website.