We have worked hard to ensure that we have the right people performing the right roles to shape the Group's strategy and to drive, probe and report on it's implementation. We believe that good corporate governance is fundamental to our succes and I believe that we are in a strong positon not only to face the current challenges but to continue to refine and execute our strategy to secure long term growth and profitability.

—Jean-Paul Luksic, Chairman


Governance Structure

The Board is collectively responsible for the long-term success of the Group. It is responsible for its leadership and strategic direction, and for the oversight of the Group’s performance, risk and internal control systems.

Key responsibilities:

  • responsibility for the overall strategic management of the Group;
  • changes to the capital, corporate structure, senior management and control structure;
  • approval of preliminary announcements, financial reports, dividend policy and proposals, and significant changes in accounting policies or practices;
  • ensuring a sound system of internal control and risk management and determining the nature and extent of principal risks that the Group is willing to take in achieving its strategic objectives;
  • approving material contracts and transactions;
  • reviewing and approving changes to the Board’s structure, size and composition, ensuring adequate succession planning for the Board, approving appointments to the boards of key subsidiaries and the appointment or removal of the Company Secretary;
  • recommending the appointment, re-appointment or removal of the external auditor to shareholders for approval, following the recommendation of the Audit and Risk Committee;
  • submitting the Directors’ Remuneration Policy to shareholders for approval and approving the Directors’ remuneration;
  • appointing and delegating authority to the Group CEO and ensuring that there is adequate succession planning for the Group CEO and senior management;
  • reviewing the Group’s overall corporate governance arrangements, receiving reports of the views of the Company’s shareholders, undertaking a formal and rigorous annual review of its own performance, as well as that of the Committees and individual Directors, determining the independence of Directors, receiving declarations of interest from Directors and authorising any Director’s conflict of interest;
  • approving key corporate policies and the schedule of matters reserved for the Board; and 
  • establishing Committees of the Board that provide assistance on any of the matters set out above. 

For more information, please read the Schedule of Matters Reserved for the Board (PDF)

The Board has delegated responsibility for implementing the Group’s strategic and financial objectives to the Group CEO.

The Board has delegated authority to its committees to perform certain activities as set out in their terms of reference. They are the Audit and Risk Committee, the Remuneration and Talent Committee, the Nomination and Governance Committee and the Sustainability and Stakeholder Management Committee.

The activities of these committees and their terms of reference are set out on the Board committees page

Crime Prevention

For more information, please read the Crime Prevention Manual (PDF)