Chilean Legislation
Enel Chile complies with this requirement by having two independent Directors in accordance with Chilean law: Pablo Cruz and Gina Ocqueteau.
According to Law No. 18,046, Article 50 bis, a Director shall not be considered independent if, at any time during the previous eighteen months, he or she has been in any of the following circumstances:
1. Maintained any relevant relationship, interest, or economic, professional, credit, or commercial dependency with the Company, other companies within its corporate group, its controlling shareholder, or the principal executives of any of them; or has served as a Director, manager, administrator, principal executive, or advisor to any of them.
2. Maintained a family relationship up to the second degree of consanguinity or affinity with any of the persons referred to in item 1 above.
3. Served as a Director, manager, administrator, or principal executive of non-profit organizations that have received significant contributions, donations, or funding from any of the persons referred to in item 1 above.
4. Been a partner or shareholder owning or controlling, directly or indirectly, 10% or more of the capital stock; a Director; manager; administrator; or principal executive of entities that have provided legal, consulting, or external auditing services, for significant amounts, to any of the persons referred to in item 1 above.
5. Been a partner or shareholder owning or controlling, directly or indirectly, 10% or more of the capital stock; a Director; manager; administrator; or principal executive of the Company’s main competitors, suppliers, or customers.
International Criteria: Sarbanes-Oxley and NYSE
Under the Sarbanes-Oxley Act and NYSE listing standards, María Teresa Vial, Pablo Cruz, and Gina Ocqueteau qualify as independent Directors.
NYSE listing standards provide that a Director is not independent if any of the following conditions apply:
1. The Director is an employee of the Company, has an immediate family member who is an executive officer of the Company, or has served as an executive officer of the Company within the past three years.
2. The Director, or an immediate family member, received more than USD 120,000 in direct compensation from the Company during any twelve-month period within the previous three years, excluding Director fees and other permitted payments.
3. The Director, or an immediate family member, is a current partner of the Company’s internal or independent auditor; the Director is a current employee of such firm; the Director has an immediate family member who is currently employed by such firm and personally works on the Company’s audit; or the Director, or an immediate family member, was a partner or employee of such firm within the previous three years and personally participated in the Company’s audit.
4. The Director is a current employee, or an immediate family member is a current executive officer, of another company that makes payments to, or receives payments from, the Company for property or services in an amount that, in any of the previous three fiscal years, exceeded the greater of USD 1 million or 2% of the other company’s consolidated gross revenues
International Criteria: S&P Global Corporate Sustainability Assessment (CSA)
Under the S&P Global Corporate Sustainability Assessment (CSA) methodology, Marcelo Castillo, Pablo Cruz, Gina Ocqueteau, Salvatore Bernabei, María Teresa Vial, Rodolfo Avogadro Di Vigliano, and Valentina de Cesar are considered independent Directors.
The CSA methodology defines an independent Director as a non-executive Director who meets at least four of the nine criteria listed below, including at least two of the first three criteria:
- The Director must not have been employed by the Company in an executive capacity within the last year.
- The Director must not accept or have a “Family Member who accepts any payments from the Company or any parent or subsidiary of the Company in excess of USD 60,000 during the current fiscal year”, other than those permitted by SEC Rule 4200 Definitions, including (i) payments arising solely from investments in the Company’s securities, or (ii) payments under nondiscretionary charitable contribution matching programs. Payments that do not meet these two criteria are disallowed.
- The Director must not be a “Family Member of an individual who is [...] employed by the Company or by any parent or subsidiary of the Company as an executive officer.”
- The Director must not be and must not be affiliated with a Company that is, an adviser or consultant to the Company or a member of the Company’s senior management.
- The Director must not be affiliated with a significant customer or supplier of the Company.
- The Director must have no personal services contract(s) with the Company and cannot be a member of the Company’s senior management.
- The Director must not be affiliated with a not-for-profit entity that receives significant contributions from the Company.
- The Director must not have been a partner or employee of the Company’s outside auditor during the past year.
- The Director must not have any other conflict of interest that the Board itself determines would prevent the Director from being considered independent.
Based on the assessment conducted in accordance with these criteria, all seven members of Enel Chile's current Board of Directors meet the requirements established by S&P Global to be classified as independent Directors under the CSA methodology.