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

I cannot begin my review of 2022 without mentioning the challenges we have faced, while expressing my confidence that, even though the traced path is complex, it is essential to securing Falabella's long-term success.

Successful retailers in developed markets have outgrown their significant competitors by increasing their market share empowered by e-commerce. This is a business where economies of scale are very important to procure the best products in the world, make appropriate investments in technology and logistics, be the best partner to suppliers, and attract the best talent to respond to customers with the best shopping experience.

E-commerce has penetrated every retail category without exception. From food to luxury products, their coverage is increasing in every country, regardless of customers’ ages. Online sales continue to grow with no foreseeable ceiling and already account for more than 80% of sales in some categories, this is also true in the countries that we operate. Increases in e-commerce over the past five years account for more than 50% of total growth in the USA, Great Britain, China and Korea. So, the growth in e-commerce is greater than growth in physical commerce. If we want to remain the region's retail leaders over the long term, then we have to be e-commerce leaders.

The marketplace model in developed countries has become the undisputed leader in e-commerce. Depending on the country, between 50% to 80% of e-commerce sales take place on marketplaces. Therefore, Falabella has anticipated this trend by changing how it operates and created a unique Marketplace under the falabella.com brand. GFK studies indicate that we are clearly leaders in Chile and Peru within key marketplace categories, such as electronics and appliances, and we are one of the leaders in Colombia. We believe that making this transformation now, when we are market leaders, is the right thing to do to maintain our regional leadership.

We are undergoing the biggest transformation in the company's history. We are digitizing Falabella and creating a single Marketplace with its associated platforms to provide our customers with customized and specialized solutions for each operating company, complementing their experiences at our physical retailers. Our organization has had to learn how to share specific IT and logistics solutions and to change how we operate.

We faced a challenging environment during 2022, which was very different from the previous year. The reduction in government support and pension fund withdrawals added to the inflationary climate, heavily impacted our customers. This situation led them to reduce consumption on categories such as electronics, house construction and remodeling, and apparel, which are key for our company, as opposed to other more stable categories such as food.

We also faced a very difficult operational environment. The pandemic forced many factories to close in several of the countries where we source our goods and this was coupled with excessive demands on the logistics market, all of which impacted our supply chain and there were times during the year when we had very little merchandise in our stores, followed by an excessive volume of merchandise arriving out of season. These situations had a tremendous impact on our commercial margins, in addition to logistics expenses, warehousing costs and the resulting additional financial costs.

At Falabella Financiero, the strong growth we have experienced in recent years in number of customers, credit cards, checking accounts and consumer loans, combined with a year in recession an slowdown in the economies, have forced us to increase our risk provisions. This situation is inevitable as our customers have seen their household income decrease and have had to dip into their savings.

During 2022 our company finished commercial adjustments, reduced inventories and made large financial provisions to prepare for a more challenging environment. Furthermore, most of the technological systems for the marketplace and its associated platforms have already been implemented. As a result, we have already achieved greater operational efficiencies.

We have re-arranged priorities focusing the company's resources on the initiatives that are most valued by customers. We are aware that healthy business results and operational efficiencies are vitally important to support the company's digital transformation.

We have returned to living in a world with fewer pandemic restrictions in 2022, which brought customers back to our shopping malls and stores. This influx of people in search of products and entertainment boosted physical sales, which in turn, reduced consolidated e-commerce sales. This confirms the validity of our omni-channel strategy, which underlines the value of our stores and shopping centers as differentiators that complement our online platforms.

We now have a far more personal relationship with our customers, with a loyalty system they prefer, high customer satisfaction and greater understanding of their requirements. Improvements and advances scheduled for the e-commerce business, along with our core business returning to normal in 2023, all make me optimistic about Falabella's future.

In summary, after an exceptional year in 2021, 2022 has been a very difficult year, of which we are all very conscious. We are following an essential but difficult path, although an important part has already been completed.

We have grown from a tailor's shop on Ahumada Street in Santiago, Chile, to a multinational with a significant coverage in Latin America. Over the past 134 years, we have had to redouble our efforts on several occasions to maintain our leadership position.

But I have no doubt that we can follow the example set by our predecessors, and we will strengthen and expand our company with sufficient realism to make the required adjustments, when necessary.

I cannot end this letter without thanking our shareholders, directors, executives and all our employees for the support and trust they have placed in us to carry out this transformation. We have a team that is committed to being successful. I am confident that we will harvest the benefits and maintain our leadership position in commerce and retail finance, both in our physical and online realms.

Carlo Solari Donaggio
Chairman

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 18, 2023 that appointed the current directors of the Company for the statutory 3 year period.

Falabella’s Board of Directors is composed by the following members:

 

Enrique Ostalé Cambiaso, Chairman of the Board of Directors

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Director since:

2023

Position:

Chairman of the Board of Directors

Other responsibilities outside Empresas Falabella:

Director of OSOJI Robotics Corporation Chile Spa

Education:

Bachelor of Business, Administration and Economy from Universidad Adolfo Ibañez and has a Master of Science, London School of Economics and Political Science.

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 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.

Carlo Solari Donaggio, Member of the Board of Directors

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Director since:

2011

Position:

Member of the Board of Directors

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.

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 outside Empresas Falabella:

Director of the family office Grupo Auguri.

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 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).

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 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.

Alfredo Moreno Charme, Member of Board of Directors

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Director since:

2023

Position:

Member of the Board of Directors

Education:

Industrial Engineer from Pontificia Universidad Católica de Chile graduated with Highest Distinction (Summa cum laude). MBA from the University of Chicago. University of Chicago Booth School of Business Distinguished Alumnus Award.

Andrés Roccatagliata, Member of Board of Directors (Independent)

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Director since:

2023

Position:

Member of the Board of Directors (Independent)

Education:

Bachelor of Business, Administration and Economy from the Universidad de Santiago.

Germán Quiroga Vilardo, Member of the Board of Directors (Independent)

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Director since:

2023

Position:

Member of the Board of Directors (Independent)

Other responsibilities in Empresas Falabella:

He works as Director of the following companies: AMMO Varejo, Kalunga, C&A Brasil, Centauro, Cobasi, GOL Linhas Aéreas. He is a partner of HiPartners Capital&Work, Venddor S.A., Supply4Med, Onmi55.

Education:

Electronic Engineering, Military Engineering (IME). Master in Digital Systems, Polytechnic School (USP)

None of the aforementioned Directors holds executive positions in the company. 

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 two independent Directors: Andrés Roccatagliata Orsini and Germán Quiroga Vilardo. 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.

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 2022. 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.

 

 

Interim CEO of Falabella S.A.

Management

Alejandro González Dale

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, Interim CEO

The board of directors of Falabella appointed Alejandro Gonzalez as interim CEO, since January 1st, 2024 until the process of defining the new CEO is completed. The executive has been the company's Administration and Finance Manager (CFO) for more than 17 years, a position he will continue to hold.

Gonzalez has a degree in Business Administration from the University of Chile, where he graduated with the highest grade and received the ICU (Alumni Association) award. He also has an MBA from the University of California, Los Angeles, where he was recognized with the J. Fred Weston Award for Excellence in Finance; and completed an Executive Program at Stanford University.

Within Falabella, he has supervised the financing and management control of all the group's businesses and led the capital increase that the company carried out in 2018 to finance its digitalization process and regional growth.

Alejandro González 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 has an MBA from the University of California, Los Angeles, where he was recognized with the J. Fred Weston Award for Excellence in Finance; and completed an Executive Program at Stanford University. 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.

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.

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.

Benoit de Grave

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Benoit de Grave is CEO of Omnichannel since October 2023. He holds a business administration degree from ICN Business School (France), an MBA from Kellogg School of Management (USA) with a long professional career. He previously served as CEO of Linio, CEO of Banco Falabella and Corredora de Seguros Falabella, and commercial manager of Falabella Financiero in all its countries, leading the digital transformation of its services. Previously, he held different positions in companies such as Peugeot, McKinsey and BBVA.

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).

Ricardo Ríos

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Ricardo Ríos Gil, born in Sao Paulo in 1975, is the current Chief People Officer in Falabella S.A. since December 2022. During his career, he has worked in startups and multinational companies, among which his 18 years of work in Procter&Gamble stand out, passing through Brazil, Canada, and Panamá, in addition to his role of Chief People / ESG Officer in Petlove&Co. Ríos has transversal experience in areas of QA, Operations, Supply and Human Resources, having directive functions since 2012. Within HR, Ricardo has led cross functions, design, and experience delivery projects. Ríos is a Chemistry Engineer of the State University of Campinas, holds an MBA in Human Resources at University Veiga of Almeida and an international MBA in Administration at FAAP Brazil.

Alex Zimmermann

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Alex Zimmermann assumed the position of Country Manager Peru on October 1, 2023. He has a career extending over 20 years with the company. Previously, he served as the General Manager of Saga Falabella since 2013. He holds a Master's degree in Advanced Management Program from Harvard Business School Executive Education and is an Industrial Engineer from the University of Lima.

Renato Giarola

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Renato Giarola is CEO of Tottus Chile and Peru since December 1st, 2023. Giarola is a civil engineer from Brazil who has more than 24 years of experience in the retail and food sector, where he has worked in companies such as Lojas 1A99, Dia and Grupo Pao de Acucar. Additionally, he is an advisory member of SA Varejo, and Co-Founder SA + Tech.

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 Meeting

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 December 31st, 2022, the Controlling Group owns 68,81% 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