Directors Committee
As of December 31, 2024, The Viña Concha y Toro Directors’ Committee is comprised
of Janet Awad Pérez, an independent director who also serves as its chairwoman, and the directors Rafael Marín Jordán and Rafael Guilisasti Gana. All of them held office in 2023 and 2024. The committee performs the duties listed in article 50 bis of the Chilean Corporations Law No. 18.046.
This committee meets periodically with the Corporate Audit department, Internal Control departments, the company’s Risk and Sustainability managers and then reports back to the Board of directors on matters relating to internal audit, risk management and corporate governance. Additionally, it meets at least twice a year with the external auditors and receives a report from them. The committee reports to the Board on the main observations and status of the most important action plans presented by the corporate audit department on a monthly basis, with extraordinary sessions held when necessary.
The Annual Shareholder’s Meeting approved remuneration for the members of the Directors’ Committee of one third of the regular remuneration for directors.
Directors Committee Annual Management Report
In 2024, the Directors’ Committee met the obligations laid out in Article 50 bis. The Directors’ Committee met on 11 occasions, reviewing the following matters:
1. It evaluated and approved its annual budget, as well as the frequency with which it would meet.
2. It evaluated and proposed to the Board the external auditors and rating agencies suggested by the Board of directors at the respective ASM.
3. It received the periodic report from the company’s risk management department.
4. It reviewed and approved the Annual Audit Programme proposed by the firm BDO Auditores as the company’s external auditors designated at the ASM.
5. It reviewed and approved the company’s annual financial statements and each of the quarterly financial statements, and reported on said approval to the company’s Board of
directors. It reviewed and approved the the external auditors’ half-yearly and annual reports.
6. It received, studied and approved the periodic reports submitted by the Corporate Audit Department related to internal audits and compliance with the annual audit plan,
and presented the various conclusions reached to the company’s Board of directors.
7. It examined and approved information regarding transactions with related parties as referred to in Section XVI of Law No. 18.046, each of which was presented in the
successive committee meetings and reported at the next meeting of the company’s Board of directors.
8. It received the Annual Audit Report on all related transactions prepared by the firm Exmo Auditores with the participation of that firms’ partners.
9. It received the Annual Audit Report on grape and wine purchases prepared by the company Exmo Auditores with the participation of that firms’ partners.
10. It reviewed the antitrust training plans.
11. It reviewed, approved and proposed to the Board the new Policy on Customary Transactions for Operations with Related Parties.
12. It took part in monitoring and implementing the new Crime Prevention Model.
13. It followed up on the plans and actions for self-assessing corporate governance.
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$80/year. During FY 2023, 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.
Ethical Framework and Ethics Committee
Ethical Framework
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.
Regulatory Framework
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.
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/
Ethics Committee
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.
Complaint Line
The company has a complaint line (with the option of anonymity) on its corporate website. It is freely available to workers, shareholders, Board members, customers, suppliers, and/or third parties not affiliated with the company, any of whom may report potential irregularities or illegal acts. The confidentiality of the process is guaranteed and the person can obtain updates on their complaint on the platform using a code and password.
In 2024, the complaint line was updated to adhere to the latest legal changes, especially Law No. 21.643 (Karin Law) and Law No. 21.595, (Economic Crimes Law).
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 (CPM), 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 2024, with support from consultants, a new CPM was thoroughly implemented along with all related policies, procedures, contractual clauses and risk matrices, to bring
them in line with the latest changes in the law. A series of awareness and training activities was also implemented in 2024 in preparation for the new CPM coming into full force in September of that year.
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.
