[Last updated: 1 February 2026, unless otherwise noted]

Local listed companies are subject to some corporate governance obligations which are reflected in three main duties that the board of directors have, namely: (i) a duty of care, which means that in the exercise of their duties, directors must devote such care and diligence as people normally devote to their own businesses, as a result of which they are responsible for ordinary negligence; (ii) a duty of loyalty, which is reflected in several provisions within the Corporations Act that restrict certain actions or contracts in which a director may have a conflict of interest; and (iii) a duty of information and confidentiality, which means that besides the information and reporting obligations described above, directors have the duty to maintain confidentiality with regards the company's business and company information to which they are privy because of their position, which has not been officially released to the public as a relevant fact (hecho esencial) or through other legally authorized means, unless such confidentiality harms the company's interests or is a violation of law, the rules issued by the CMF or the company's bylaws.

Although the abovementioned obligations apply to the directors of any Chilean corporation, whether listed or not, they apply more strictly to listed entities' directors, as the CMF can also apply administrative sanctions based on infringements thereto.

The CMF also requires listed companies to include in the Annual Report a dedicated Corporate Governance section, disclosing information regarding their board structure, corporate governance, strategy, risk management, and sustainability indicators.

Specifically, listed companies must disclose in their Annual Report the following:

(a) Board Structure and Diversity:

Companies must disclose detailed information regarding the composition and operation of their Board of Directors:

• Mandatory Gender Reporting: As of 1 January 2026, under Law No. 21,757 ("More Women on Boards"), companies must report the gender of all board members.
• Gender Quotas: For the 2026–2028 period, no more than 80% of board members may be of the same gender. If a company does not meet this suggested quota, it must explicitly state the reasons for non-compliance in its report.
• Diversity Policies: Reports must expressly mention if the company has specific policies regarding gender quotas or mechanisms to support the election of directors of both genders.
• Remuneration: Disclosure must include aggregate and comparative data on compensation for the board and senior executives, including benefits and stock option plans.

(b) Corporate Governance Practices and Codes

Listed companies must state whether they adopt a Code of Good Corporate Governance (OECD Principles or equivalent). If not adopted, provide a clear explanation (“comply or explain” logic).

(c) Risk Management and Compliance

The Annual Report must describe the entity's framework for identifying and managing material risks:

• Governance Strategy: A description of how the board integrates sustainability, climate change, and human rights into strategic decision-making.
• Cybersecurity: Boards are responsible for approving institutional strategies for information security and cybersecurity. Reports must detail the management of digital risks and the protection of critical assets.
• Ethical Conduct: Information on systems to prevent corruption, money laundering, and breaches of free competition.

(d) Adoption of International Standards (ISSB)

IFRS S1 and S2: Starting with the 2026 fiscal year (to be reported in 2027), listed companies will be required to report according to IFRS S1 (General Sustainability Disclosures) and IFRS S2 (Climate-related Disclosures) issued by the International Sustainability Standards Board (ISSB).

In contrast, no corporate governance requirements are imposed on foreign issuers seeking to list on the SSE.