Directors Committee
From April 21, 2026, the Viña Concha y Toro Directors’ Committee is comprised by Sandra Porcile Rojas, an independent director, and the directors Janet Awad Pérez and During 2025, the Board of Directors complied with the obligations set forth in the aforementioned Article 50 bis.
This Committee meets periodically with Corporate General Audit, the Internal Control departments, and the company’s risk management officials, and subsequently reports to the Board of Directors on matters related to internal audit, risk management, and corporate governance.
In addition, it meets at least twice a year with the external auditors and receives a report from them. Likewise, the Committee regularly reports to the Board of Directors on the main observations and the status of the most relevant action plans presented by Corporate General Audit, holding special sessions
as necessary.
The Annual Shareholders’ Meeting approved, as compensation for each member of the Board of Directors Committee, one-third of what the Directors receive in that capacity.
Directors Committee Annual Management Report
During 2025, the Board of Directors complied with the obligations set forth in the aforementioned Article 50 bis.
The Board of Directors met 13 times to discuss the following matters:
- It reviewed and approved its annual budget, as well as the frequency of its meetings.
- It evaluated and proposed to the Board of Directors the external auditors and credit rating agencies, which were subsequently recommended to the respective Annual Shareholders’ Meeting.
- It received the periodic report from the Company’s Risk Management Unit. In this regard, it reviewed the cybersecurity plans and the business continuity plan.
- Reviewed and approved the Annual Audit Program proposed by BDO Auditores in its capacity as the Company’s external auditors appointed by the Ordinary Shareholders’ Meeting.
- Reviewed and approved the Company’s annual balance sheet, as well as each of the quarterly financial statements, and reported this approval to the Board of Directors. It reviewed and approved the semi-annual and annual reports of the external auditors.
- It received, reviewed, and approved the periodic internal audit reports and the compliance with the annual audit plan established by the Company’s Corporate General Audit Department, and communicated the various conclusions to the Board of Directors.
- Reviewed and approved the documentation regarding related-party transactions, as referred to in Title XVI of Law 18,046, each of which was presented at successive Committee meetings and reported to the Company’s Board of Directors at the immediately following meeting.
- Received the Annual Audit Report on all related-party transactions prepared by the firm Exmo Auditores, with the participation of the firm’s partners.
- Received the Annual Audit Report on grape and wine purchase transactions prepared by the firm Exmo Auditores, with the participation of the firm’s partners.
- Reviewed the training plans regarding free competition.
- Was briefed on the status of implementation of regulatory changes regarding privacy and personal data protection.
- Followed up on the plans and actions proposed regarding corporate governance self-assessment.
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.
