About Corporate Governance

Our corporate governance includes all the structures, processes, functions, activities, rules and practices aimed at the good order and internal regulation of the company, for the benefit and promotion of: the operation of business, the relationship with shareholders and the market, its relationship with the environment and its stakeholders, corporate integrity, and protection of the value created.

Message to our shareholders

2021 was a very positive year for Falabella. We are making decisive progress implementing a new business model that will improve our customer understanding and their satisfaction, and help us to develop direct, personalized and long-term relationships with them. We are rapidly digitizing the company, by creating common platforms for various key departments that will support our customers and contribute to Falabella’s ecosystem and that of its suppliers.

We have achieved significant progress this year, which has resulted in very good sales, cash flow creation and earnings. We have been transformed from being a traditional retailer with a digital product range, to one capable of operating almost entirely online, using our stores and branches as a major differentiator from our competitors. We had been modernizing the company at a gentle pace, but have now been transformed into a young energetic company with agile decision-makers who constantly question and challenge. In fact this transformation is still progressing, and we are very excited and committed to the company's new direction.

Earnings for 2021 reflect the tremendous achievements of our teams, of thousands of people who did things differently, who adapted and succeeded in captivating our customers. After a succession of political and public health crises, Falabella is no longer the same. We have been rejuvenated, with greater strength, expectations and energy. We are convinced that we are creating something unique that is valued by our customers. We aim to become a company that gives all of us pride.

Undoubtedly, the growth in sales was driven by dynamic consumption as a result of the financial support provided in various countries and the savings that people spent to survive the pandemic. This effect is moderating as the pandemic becomes a regular feature of our lives and the elimination of stimulus in a restrictive macroeconomic environment.

This year reminded us once again that the stable world we once knew has definitely changed. Certainty has disappeared. This is evidenced by the accelerating pace of the technological revolution, and the pandemic with its effects on health, our way of life and the economic consequences for people. We live in a world that is more politically conflictive than we had imagined, with geopolitical divisions of many kinds, resulting in a more polarized and changing environment. But as people have journeyed through time, and particularly at our company, they have demonstrated resilience and a remarkable ability to adapt. Our challenge is to continue our transformation to achieve a powerful, differentiated and valued ecosystem. We are striving hard to adapt to new circumstances each year, as we have done in the past.

The substantial earnings achieved in 2021 do not change our urgency, there is no time for complacency. On the contrary, we are accelerating the revolution caused by the digitization of commerce and financial services. Our objective is to maintain our leadership within this environment. This year served to strengthen us, to secure the resources we need for the future. We have spent years investing and digitally transforming ourselves to become leaders not only in physical stores, but also in digital stores.

Our strategy has been focused on implementing and operating a retail marketplace, with a digital wallet, by creating distinctive platforms in logistics, loyalty incentives, customer knowledge, etc. All these platforms are available to our retailers and sellers and to our banks and financial services. We believe that this marketplace strategy, together with these common platforms, is the that best responds to the current times. We launched the falabella.com marketplace in 2021, which is still being implemented and is only just beginning to receive the functionalities required for its success.

We are creating an ecosystem that is scalable and flexible, that will allow us to grow rapidly in the future and that will be increasingly attractive to customers and suppliers. Therefore, we are focused on expanding our digital customers, using the differentiation provided by our physical stores and our pool of own and exclusive brands. We are already harvesting the first fruits. Our e-commerce sales have grown rapidly, along with an increase in third-party sales. Our financial transactions covering new current, sight and credit accounts and consumer loans are becoming almost completely digital. The redemptions within our loyalty incentives are also becoming mostly digital.

We want to maintain a direct relationship with our customers, to understand them and support them in their daily duties and requirements. They are our greatest asset and keeping them is our principal future challenge. Our understanding of their desires has kept them loyal over the decades. This has been the focus of our investments in data intelligence, our CMR Puntos loyalty system and our logistics on proprietary platforms, but leveraged through business partners.

We will continue to focus on improving the operational efficiency of our businesses in order to remain efficient and price competitive. We will continue investing and expanding the platforms used by all Falabella group companies, marketplace, CMR Puntos loyalty system, financing system, Fpay e-wallet and logistics capabilities. We will pursue state-of-the-art technology with the support of our digital factories and our office in India.

We have redoubled our commitments to significantly and decisively strengthening these common ecosystems in recent years, and especially in 2021. The Falabella transformation is complex and requires patience and commitment. It requires many talented people and a more agile and decentralized business. This path has its share of difficulties and obstacles, but our progress and achievements are disclosed in this Report and they confirm that we are moving in the right direction, which renews our energy.

We want to be the employer of choice for the new generation, an attractive place to work, to thrive and to enjoy a balanced life. This new era requires that we understand not only the consumer, but also our employees. These days people are asking for flexibility, equal opportunities and a purpose from their employer. At Falabella we are determined to meet those requirements.

We are responding to these challenges, in order to continue building a sustainable company. We will continue to focus on being meritocratic and inclusive, on our concern for the environment and becoming integrated into local communities, while building close relationships with our employees and suppliers, especially with SMEs. This year we were once again voted the fifth best retail company in the world by the DJSI index.

I would like to thank all our employees for their creativity, strength and commitment. I would like to thank our board of directors and executives for their dedication, enthusiasm and support. I would like to thank our shareholders for their confidence in our company.

We have reached a historic moment for our company and trade in general. I am convinced that we will be one of the winning companies after this remarkable revolution. We will maintain our leadership across the region and the preference of our customers over the long-term.

Carlo Solari Donaggio
Chairman

Governance Documents

Board of Directors

Among other areas, Falabella's corporate governance is made up of its Board of Directors, whose main function is to manage the company's affairs on behalf of the shareholders.

Falabella’s Board of Directors is composed of nine members who are appointed for three year periods, and may be re-elected indefinitely. The Board does not have any alternate members. The Annual General Shareholders’ Meeting was held on April 28, 2020 that appointed the current directors of the Company for the statutory 3 year period.

As of December 31, 2020, Falabella’s Board of Directors was composed of the following members:


Carlo Solari Donaggio, Chairman

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Director since:

2011

Position:

Chairman

Other responsibilities in Empresas Falabella:

Chairman of the board of directors of Falabella Inversiones Financieras S.A., and member of the board of directors of de Falabella Retail S.A., Dinalsa SpA, Tottus S.A., Hipermercados Tottus S.A. and Plaza S.A.

Other responsibilities outside Empresas Falabella:

Mr. Solari has served as Managing Director of Megeve, a group that invests directly in private equity, stocks and bonds in Latin America, with a multi-sector focus including, among others, real estate, energy, water and mining. He previously worked at Booz Allen & Hamilton and Empresas Falabella.

Member of the executive counsel of the think tank “Centro de Estudios Públicos”, Vice President of the Fundación Paz Ciudadana and counselor of the foundation Aptus, which gives support to low-income students.

Education:

Civil Engineer from the Universidad Católica de Chile, where he graduated magna cum laude; MBA from the Wharton School at the University of Pennsylvania.

Juan Carlos Cortes Solari, Vice-Chairman of the Board of Directors

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Director since:

2002

Position:

Vice-Chairman of the Board of Directors

Other responsibilities in Empresas Falabella:

Chairman of the board of directors of Tottus S.A. and member of the board of directors of Dinalsa SpA.

Other responsibilities outside Empresas Falabella:

Director of several companies, including Corinvest S.A., where he is also an active member of the investment committees of the FIP he manages. Serves on the board of non-profit entities, such as Fundación Caserta, which focuses on providing school education to students at social risk and Fundación Meri, which supports scientific research and methods of land conservation in Patagonia.

Founder and Chairman of Corso Inversiones, the family office of the Cortés Solari family.

Education:

Bachelor of Science in Business Administration with mention on economy from the University of Nevada, United States.

María Cecilia Karlezi Solari, Member of the Board of Directors

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Director since:

2003

Position:

Member of the Board of Directors

Other responsibilities in Empresas Falabella:

Member of the board of Sodimac S.A.

Other responsibilities outside Empresas Falabella:

Director of the family office Grupo Auguri.

Felipe del Río Goudie, Member of the Board of Directors

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Main ocupation:

Member of the Board of Directors

Sergio Cardone Solari, Member of the Board of Directors

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Director since:

1986

Position:

Member of the Board of Directors

Other responsibilities in Empresas Falabella:

Chairman of the board of directors of Plaza S.A, member of the board of directors of Falabella S.A. and Falabella Inversiones Financieras S.A.

Other responsibilities outside Empresas Falabella:

Member of the board of directors of the real estate company Enaco, Haldeman Mining Co. and Parque del Recuerdo.

Education:

Bachelor of Business, Administration and Economy from the Pontificia Universidad Católica de Chile.

Jose Luis del Río Goudie, Member of the Board of Directors

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Director since:

2003

Position:

Member of the Board of Directors

Other responsibilities in Empresas Falabella:

Member of the board of directors of Sodimac S.A.

Other responsibilities outside Empresas Falabella:

Chairman and CEO of Empresas Dersa and Inder SpA., Founder and Chairman of Pesquera Friosur S.A. and Salmones Friosur S.A.. Member of the board of Tecnofast, Grupo Alto and Aza. Founder and member of the board of Austral Capital Partners S.A. (Ventura Capital Fund). Also participates in the board of several non-profit organisations and foundations such as Endeavor Foundation (Chile), Carmen Goudie Foundation (family foundation for developing education in Chile); member of the Economic Advisory Council to the President of Pontificia Universidad Católica de Chile, of the Advisory Board of the Engineering School of Pontificia Universidad Católica de Chile and of the Advisory Board the Magazine Mensaje.

Co-founder of different important corporations as Derco S.A., biggest vehicle distributor in Chile and Sodimac S.A. (which merged with Empresas Falabella in 2003).

Education:

Industrial Engineer from Pontificia Universidad Católica de Chile, and has an M.A. from Lancaster University, UK.

Paola Cuneo Queirolo, Member of the Board of Directors

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Director since:

2014

Position:

Member of the Board of Directors

Other responsibilities in Empresas Falabella:

Member of the Board of Directors of Sodimac S.A.

Other responsibilities outside Empresas Falabella:

Executive Director of Sociedad de Inversiones y Rentas Liguria Ltda.

Education:

Degree in the Science of Management from Universidad de Chile and an MBA from Adolfo Ibañez University and Deusto University (Bilbao, Spain).

Hernan Büchi Buc, Independent Director of the Board of Directors

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Director since:

1996

Position:

Independent Director of the Board of Directors

Other responsibilities in Empresas Falabella:

Other responsibilities outside Empresas Falabella:

Counselor of “Libertad y Desarrollo”, a public policy think tank, he founded in 1990. Chairman of the Board of Trustees of Universidad del Desarrollo; and member of the Board of Directors of Quiñenco S.A., SQM S.A., among others.

During 1990, Mr. Büchi advised a number of different governments of Latin America, Eastern Europe and Asia on the design and implementation of economic policy. Mr. Büchi has served for the government of Chile in different positions including Undersecretary of Economy (1979 – 1980) and Minister of Finance (1985-1989).

Education:

Civil Engineer from the Universidad de Chile and holds an MBA from Columbia University in New York.

Carlos Heller Solari , Member of the Board of Directors

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Director since:

2002

Position:

Member of the Board of Directors

Other responsibilities in Empresas Falabella:

Member of the Board of Directors of Falabella Retail S.A.

Other responsibilities outside Empresas Falabella:

Chairman of Bethia, Club Hípico S.A., Megavisión S.A. AND Betfam S.A, among others. Vicepresident of the board of directors of Latam S.A.

Together with his family, they founded the Bethia Group, focused on agriculture (Ancali S.A.), communications (Megavisión S.A.) and experience in transport (Sotraser S.A. and Blue Express).

Education:

Agricultural Engineer

None of the aforementioned Directors holds executive positions in the company. The average years of the board as of December 2020 is 15.9.

Comittee Composition

Directors' Committee: Falabella has, in accordance with the requirements of the Corporations Law, a Directors' Committee made up of three members, which deals with the matters entrusted to it by the aforementioned law.

In use of the legal faculty that allows the Board of Directors to delegate part of its faculties to a Directors' committee, Falabella has a Compensation and Talent Committee and a Strategy Committee.

Compensation and Talent Committee: its function is to analyze the remuneration policies, evaluations and talent management and, when appropriate, review the nominations of directors to the different companies of the company.

Strategy Committee: its objective is to evaluate and make proposals to the Board regarding industry trends and their implications for Falabella, as well as the strategic opportunities presented by the business with a focus on the medium and long term.

More information about the Board Committees can be found in the Annual Report.

Board Independence
In accordance with the provisions of article 50 bis of Law 18,046 on Corporations, the Board of Directors of Falabella S.A. has an independent Director: Hernan Büchi Buc. The same law establishes which companies must have independent directors, when a director is considered non-independent, the process for appointing the director, and the declarations independent director candidates must submit to the company prior to their election.

For more information about Law 18,046, click here.

Declaration of Independence of Independent Director.

Board of Directors in risk management
The Board of Directors of Falabella S.A. continuously manages the risks related to the business in economic, social and environmental matters.

Falabella has three areas of governance and risk management: i) The Board of Directors manages risks in accordance with the provisions of the Risk Control and Management Policy and, at least once a year, the results of said management; ii) In addition, the Board of Directors meets every six months with a business unit to analyze the proper functioning of the risk management process (detection, categorization and monitoring of risks), a meeting attended by the General Manager of the respective business and the Corporate Manager Internal Audit; iii) Finally, each of Falabella's businesses has a Sustainability Committee in which a member of the subsidiary's Board of Directors, the General Manager of the same, the Managers of the areas linked to the business strategy and the Managers in charge of sustainability projects. The purpose of this committee is to review compliance with the guidelines issued by the Board of Directors, approve the strategies and review the progress made.

In addition, Falabella S.A. It has risk committees that meet quarterly, in which the direct reports of the General Management (functions and businesses) present to the CEO how they are managing risks. Likewise, the business units of Falabella S.A. have risk committees whose purpose is to analyze the potential risks of their respective businesses. These committees meet regularly and are made up of the main executives of each business, including the respective general manager, and in some cases directors also participate.

The directors of Falabella S.A. and the main business units also analyze the company's potential risks at board meetings, directors' committee meetings and audit committee meetings in the case of some subsidiaries.

Board effectiveness
The Board of Directors met 16 times during 2020, with an average attendance of 93%. In accordance with the bylaws of Falabella S.A., there is no minimum attendance required of the directors, but the attendance of at least five of the members of the Board of Directors is required to be able to meet.

Each year, the board of directors conducts a self-assessment of its performance against a set of corporate governance guidelines, as required by Chilean law. This evaluation considers the operation and composition of the board of directors, the relationship between the company, shareholders and the public, and risk management and control.

Additionally, the directors are subject to an annual evaluation that is carried out by an external consulting firm, which consists of applying a questionnaire to the Company's directors on corporate governance practices. The objective of this questionnaire is to generate a diagnosis on the definition of roles and responsibilities in the management of the Company, the structures and processes necessary in decision-making, the level of dedication of the directors, among others, with the objective of evaluating the effectiveness and efficient performance of the Board.

Salary Gap Board of Directors
In accordance with the law and Falabella's bylaws, all directors receive the same remuneration for the performance of their duties, which is set annually by the Ordinary Shareholders' Meeting. The Chairman of the Board of Directors also receives an additional amount due to the functions that he must perform for his position.

More information can be found in the Annual Reports and in the section on Shareholders' Meetings.

 

 

Falabella CEO

Management

Gaston Bottazzini

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, CEO

Gaston Bottazzini was born in Buenos Aires in 1969 and was appointed CEO of Falabella in June 2018. Under his leadership, it has acquired Linio, launched the Falabella.com marketplace, and created Fpay, which is the group's payment processor and digital wallet.

He previously served as Chief Executive Officer of Falabella Financiero for approximately 10 years, which gave him in-depth knowledge of Falabella’s businesses and markets, and that of its various subsidiaries. Mr. Bottazzini led the innovation and digitalization of Banco Falabella and CMR in Chile and the region, launching Banco Falabella in Colombia and spearheading Falabella's entry into Mexico.

Prior to joining Falabella, he was a partner at McKinsey & Company, where he worked from 1996 to 2008, mainly in the financial and consumer goods sectors in Latin America, the USA and Spain.

He has an MBA from Harvard Business School and a Bachelor of Science from the University of California, Davis.

Alejandro Gonzalez Dale

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Alejandro Gonzalez Dale is Chief Financial Officer of Falabella since November 6th, 2006. He has a degree in Business Administration from the University of Chile, where he graduated with the highest honors and received the ICU (Alumni Association) award. He also holds an MBA from the University of California, Los Angeles, where he received the J. Fred Weston Award for Excellence in Finance. He joined Endesa Chile in 1996. From January 2002 to July 2003, he was their Financial Vice-President, and in August 2003 he became the Financial Director of Endesa Chile, a position he held until joining Falabella.

Francisca Prieto Arroyo

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Francisca Prieto Arroyo is the Chief People Officer since September 1st, 2018. Francisca graduated as a Commercial Engineer from the Pontificia Universidad Catolica de Chile (PUC) and holds an Executive Coaching Certification, as well as a Master in Strategic Human Resources Management from PUC. Within Falabella, Francisca worked since 2012 as Project Manager and on 2014 she assumed as Chief People Development Officer. She also served as the Human Resources Director for Papeles Industriales and served as the Lead Consultant for BBR e-Commerce & Retail.

Gonzalo Smith Ferrer

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Gonzalo Smith Ferrer is Legal Affairs and Governance Manager since December 16th, 2015. He is a lawyer in Chile and North Carolina (USA), a Law graduate from the Pontificia Universidad Católica de Chile, an LLM from Harvard Law School and an MBA from the University of Arkansas. Previously he was Vice-President and General Counsel of Walmart for all of Latin America; Legal Affairs Manager of Walmart Chile; Associate in Carey y Cía (Santiago), besides having worked in Cuatrecasas Abogados (Madrid) and Davis Polk & Wardwell (New York).

Jorge Joannon Errazuriz

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Jorge Joannon Errazuriz is Chief Controller since August 14th, 2014. He is an Industrial Civil Engineer from the University of Chile. Previously, he worked at Citibank N.A. for 17 years, holding positions in various departments, such as operations desk, customer relations, product development and administration. After that, he served as Manager of the Control Department for six years at Comercial Kauffman S.A. In addition, he was Controlling Manager of Laboratorios Andrómaco S.A. for three years.

Alejandro Arze Safian

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Alejandro Arze is CEO of Home Improvement since March 2020. He studied business and administration at the Universidad Católica Chile and has an MBA from the Sloan School of Management at MIT. He joined Falabella in 2000 and has held various executive roles in the Sodimac, Seguros, CMR and Banco Falabella businesses. In these last two companies, he was general manager.

Johann Ramberg

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Johann Ramberg Arnillas is CEO of the Supermarkets division since September 1st, 2018. He has Bachelor Degree in Economics from Universidad de Lima. Within Empresas Falabella, Johann held several positions: since 2003 he served as Buyer and Divisional Merchandise Manager in Falabella Retail, on 2009 assumed as General Merchandise Manager and on 2017 he became the General Manager of Supermarkets in Peru. He also worked as Asset manager in Citibank N.A. Lima branch.

Juan Manuel Matheu

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Juan Manuel Matheu is CEO of Falabella Financiero since June 1st, 2018. He studied business and administration at the Universidad Católica Argentina and holds an MBA from the University of California, Berkeley. He joined Banco Falabella Chile in 2009 as Channel Manager, before rising to General Manager three years later. During this period, he led the transformation of Banco Falabella into an integral people’s bank, owing to which it is now the fifth largest player in the use of debit, with present growth double that of the industry average.

Fernando De Peña Iver

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Fernando de Peña Iver is CEO of Mallplaza since April 16th, 2008. Before occupying his current position, he was the General Manager of Plaza Vespucio S.A. and then Aseger S.A., both Mallplaza Companies, where he spent 18 years. He has a degree in Industrial Civil Engineering from the Pontificia Universidad Catolica de Chile. He led from its origin Mallplaza to transform it into a company that in Chile, Peru and Colombia manages 23 regional malls.

Ricardo Hepp De Los Rios

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Ricardo Hepp is CEO of Falabella Inmobiliario since April 1st, 2009. He studied Business Administration at Adolfo Ibañez University and holds an MBA from the IESE Business School of the University of Navarra. Having been with Empresas Falabella since 1995, he has also served as Country Manager in Colombia and Peru. Before joining Falabella, Ricardo worked as a Project Engineer for the Chilean company CMPC.

Rodrigo Fajardo Zilleruelo

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Rodrigo Fajardo Zilleruelo is Country Manager of Colombia since February 9th, 2011. Previously he served as General Manager of Sodimac Peru and CFO of Falabella Retail Chile. He has been with the company for more than 18 years and has held various management positions at Falabella. He is a Commercial Engineering graduate of Adolfo Ibáñez University and holds an MBA from the University of Navarra, Spain.

Juan Fernando Correa Malachowski

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Juan Fernando Correa Malachowski is Country Manager of Peru since January 1st, 2017. He is an Industrial Engineering graduate from the Pontifical Catholic University of Peru, holds a Master's Degree in Industrial Management (MSIA) from Purdue University, and has undertaken specialist studies at the Kellogg School of Management. He joined Falabella in 2004, as General Manager of Tottus Peru. He has more than 30 years of experience in multinational companies in the field of Mass Consumption, Telecommunications and Retail, both in Peru and in Argentina, having worked at Procter & Gamble and BellSouth, both in Peru.

Ashish Grover

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Ashish Grover serves as Chief Information Officer, previously served as Managing Director of Falabella India. Mr. Grover holds an engineering degree from the University of Delhi and a Master of Science from the University of Albany, USA. He has more than 20 years of experience leading technology programs in different countries and companies, such as Reliance, Target, GE and American Express. Mr Grover joined Falabella in 2018 to lead the Falabella technology development center in India, focused on accelerating the digital transformation of the company and promoting the implementation of disruptive and innovative solutions.

Francisco Irarrázaval

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Francisco Irarrázaval is CEO of Falabella Retail. He holds an Engineering degree from Pontificia Universidad Católica de Chile and a Master’s degree in Economics and Public Policy from Harvard University. He previously served as CEO of retail unit of Ripley for Chile and Peru, prior to that he served as e-commerce Manager. He also was the founder and CEO of “Un Techo para Chile” and “Un Techo para mi País”, the largest non-profit organization in Chile focused on ending homelessness.

Andrea González Bayón

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Andrea González Bayón is Chief Strategy and Sustainability Officer of Falabella since December 1, 2021. She joined Falabella S.A. in 2017, serving as Head of Investor Relations and later as Planning, Development and Sustainability Manager. She was also Regional Customer Experience Manager for Falabella.com during the year 2021. She previously served as Business Development Manager at Airlite UK and Associate at Lazard. Andrea holds an Economics degree from Universidad del CEMA in Argentina and holds CFA certificate levels I, II and III.

Jaime Ramírez

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Jaime Ramírez is CEO of Falabella.com since January 17, 2022. He previously served as Senior Director for the Andean Region in Mercado Libre, being responsible for the operations in Colombia, Peru, Venezuela and Ecuador. Prior to that, he served as Investment Director in Tribeca Asset Management and held different positions in companies such as BBVA Colombia and McKinsey&Company. He holds a Master of Business Administration from Columbia Business School (USA) and a degree in Business Administration from Universidad de los Andes (Colombia).

The main executives, including the CEO, participate in a long-term incentive plan linked to the value of the company's shares. This long-term incentive plan (LTI) is developed in a rolling three-year period from its first version in 2017, its approval falls annually on the Falabella S.A. Board of Directors. and consists of two elements. The main objective of the plan as a whole is to promote the permanence of the executives to whom it is directed and to align their incentives with the generation of value for shareholders, in the medium and long term.

The first element of the plan approved in 2021 consists of an investment in shares of the company by each designated executive, acquired on the stock market and financed with an exclusive use loan extended by the company for this purpose. The second component consists of a fixed bond payment in 2024, for an amount equivalent to two-thirds of the aforementioned loan. This payment is conditional on the executive having maintained an uninterrupted employment relationship with Falabella and its subsidiaries, including the continuous succession of employment relationships with a combination of any of the above.

For more information on current LTI plans approved in previous years, see Note 22.d of the most recent Consolidated Financial Statements.

 

Shareholders' Meetings

The Shareholders' Meeting is the instance in which the shareholders exercise their right to decide on the matters of the company that the law hands over to their competence. Falabella's Shareholders' Meetings are divided into two classes: Ordinary and Extraordinary. The Ordinary Shareholders' Meeting is held once a year, within the first four months, in order to carry out tasks such as reviewing the company's situation and the reports of the external auditors, approving the Annual Report and balance sheet, distribution of dividends, election of directors and appointment of external auditors. The Extraordinary Shareholders' Meetings can be held at any time, to resolve the matters that the law gives to their knowledge and provided that they have been summoned in compliance with the corresponding legal requirements.

The date of the Ordinary Shareholders' Meeting is timely communicated to the shareholders through the publication of notices in the newspaper of the registered office or in the Official Gazette and through a summons letter that is sent to each shareholder at least 15 days before the celebration. of the board.

The holders of shares registered in the Company's shareholders registry at midnight of the fifth business day prior to the day of the meeting may participate and vote in the shareholders' meetings. Shareholders may attend in person or by proxy in the manner prescribed by law.

Except for the voting of the election of directors, the vote is indivisible, so that the shareholders cannot distribute their vote when approving or rejecting a proposal. Regarding the election of directors, every shareholder with the right to vote will have one vote for each share they own or represent and may accumulate their votes in favor of one person or distribute them as they deem convenient. Those elected will be those with the highest number of votes in a single election until all positions are completed. More information.

 Although most of the agreements of the shareholders' meetings can be adopted by simple majority, as a measure of protection for minority shareholders, the approval of certain matters requires a special quorum or unanimity.

See the results of the 2018 ESM vote
See the results of the 2019 OSM vote
See the results of the 2019 ESM vote

OSM

ESM

Property & Control

The company is controlled by groups of shareholders as follows. As of October 31st, 2019, the Controlling Group owns 70.58% of the company’s share capital. This Controlling Group has a coordination agreement, in accordance with the shareholders’ agreement signed on September 24, 2013. It contains limitations on freely disposing of shares.

Shareholders Agreement opens in a new window

Corporate Structure