Corporate governance
Corporate governance

[Last updated: 1 January 2024, 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 inform the public of their corporate governance practices on an annual basis. This obligation has to be fulfilled by means of answering an extensive questionnaire which inquires about the company's compliance with a series of corporate governance practices that the regulator considers "desirable" or "good", but which are not mandatory.

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