| Practice | Adopted |
A | - The businesses, matters and risks, including those on sustainability, that are considered most relevant, as well as the reasons why in the Board's opinion they meet that condition.
Explanation: The Company adopts this practice by incorporating the businesses, matters and risks considered relevant in the Company's Annual Report into a matter that will form part of the induction as well as relevant parts of the annual Sustainability Report (drafted according to the requirements of GRI4) available at https://www.aguasandinas.cl/la-empresa/desarrollo-sustentable/reporte-de-sustentabilidad, approved by the Board of Directors. - Additionally, the new board member is informed about the risk map that the Board of Directors reviews and analyzes in compliance with information provided by the Company's management every six months. | SI | - The relevant stakeholders identified by the entity as well as the reasons why in the Board's opinion they possess this quality, and the main mechanisms that are used to understand expectations and maintain a stable and lasting relationship with them.
Explanation: - The Company adopts this practice based on information contained in its Sustainability Report, in which stakeholder groups are identified annually, as well as mechanisms to maintain a strong dialogue with the community. | SI | - The mission, vision, strategic objectives, principles and values that should guide the actions of the company, its directors and staff, and the policies of inclusion, diversity, sustainability and risk management approved by the Board of Directors.
Explanation: - The Company adopts this practice considering that during the induction process of new Board Members issues such as the Company's mission, vision, strategic objectives, principles and values, sustainability, and risk management are covered; Additionally, the Company has become certified in the Chilean Norm 3262 about Gender Equality and Reconciliation of Work, Family and Personal Life Management Systems, and has created the People and Diversity business unit, whose main role is to generate proposals related to inclusion and diversity. All of these matters will also become a part of the induction to new Board Members. This will be done conjointly with the principles contained in the Code of Ethics approved by the Board of Directors and available at https://www.aguasandinasinversionistas.cl/en/corporate-governance/compliance/code-ethics | SI | - The most relevant legal framework applicable to the entity, its Board of Directors and its senior executives.
Explanation: - The Company adopts this practice, having an induction process that includes the most relevant legal framework applicable to the entity, its Board of Directors and its senior executives. | SI | - The duties of care, confidentiality, loyalty, diligence and information that under current legislation are owed by each member of the Board of Directors, using examples of the most relevant cases, sanctions or pronouncements of such duties that have occurred in the last year at the national level.
Explanation: - The Company adopts this practice, developing it based on applicable rules and jurisprudence that serves to illustrate to the Board Members the extent of the referenced duties. | SI | - The main agreements adopted in the last 2 years prior to beginning their role and the reasons taken into consideration for adopting such agreements.
Explanation: - The Company adopts this practice by making the referenced minutes available to the new member, which includes the reasoning taken into consideration for the adoption of such agreements. | SI | - The most relevant items of the quarterly and annual financial statements of the last year, together with its relevant explanatory notes, as well as the accounting criteria applied in producing such financial statements.
Explanation: - The Company adopts this practice by including these issues in the induction process, following consistently applied accounting criteria. | SI | - That which, in the opinion of the Board of Directors, is a conflict of interest and how in its opinion, or following the Code or Manual established for this purpose, and without prejudice to those conflicts of interest specifically addressed by law, situations which might present a conflict of interest should be addressed.
Explanation: - The Company adopts this practice in accordance with its "Board of Directors Code of Conduct Regarding Conflicts of Interest" from March 2013, available at https://www.aguasandinasinversionistas.cl/en/corporate-governance/documents/board-directors-code-conduct | SI | | |
B | - Defines at least annually the issues around which training will be carried out to its members and the calendar of training sessions for the following year.
Explanation: - The Company adopts this practice by using a training procedure for updating knowledge. The Board of Directors also has the ability to invite people it deems necessary to understand their technical or professional opinion concerning any issue considered relevant, without prejudice to the ability of the same board to contract advisors as it deems appropriate. - Additionally, the Company uses a definition in this sense for determining training for its executives. | SI | - As part of these matters includes best practices of corporate governance that have been adopted by other entities at the local and international level.
Explanation: - The Company adopts this practice by including in its analysis those best practices that have been adopted locally and internationally that serve to resolve actual needs detected within the Company. | SI | - As part of these issues includes the main advancements that have occurred in the last year at the local and international level regarding inclusion, diversity, and the sustainability reports.
Explanation: - The Company adopts this practice, incorporating these issues within its annual training policy. | SI | - As part of these issues includes the main risk management tools, including those regarding sustainability, that have been implemented in the last year at the local and international level.
Explanation: - The Company adopts this practice, incorporating these issues within its annual training policy. | SI | - As part of these issues includes the most relevant cases, sanctions or pronouncements that have occurred in the past year at the national and international level with the duties of care, confidentiality, loyalty, diligence and information.
Explanation: - The Company adopts this practice, giving ongoing attention to the cases, sanctions or pronouncements that in its judgment are relevant for demonstrating to its Board Members the extent of its fiduciary duties. | SI | - As part of these issues includes a review of examples of situations that produce a conflict of interest in the board and ways in which those conflicts can be avoided or resolved in the best corporate interest.
Explanation: - Although the Company does adopts this practice, these issues are regulated and consistently reviewed by the Board of Directors, being included in this manner both in the Code of Ethics and the Board of Directors Code of Conduct Regarding Conflicts of Interest, available at the URL addresses indicated above. | SI | - Annually distribute the matters concerning which board training activities have been conducted over the past year.
Explanation: - The Company adopts this practice, providing in the training procedure that the matters concerning which board training activities were conducted over the prior year shall be incorporated in the annual report, with the goal of informing shareholders and the general public. | SI | | |
C | - That includes the possibility of veto by one or more Board Members for contracting a particular advisor.
Explanation: The Company does not adopt this practice, considering that these matters shall be resolved by the Board of Directors through agreements. | NO | - Requirement that at least one of its members contracts an advisor for the matter they require.
Explanation: - The Company does not adopt this practice, given that these matters are vested in the Board of Directors so that they are reviewed in a legally constituted place, deliberated upon, and result in adopting agreements. Without prejudice to the above, any board member, and at any moment, can propose contracting a particular advisor in benefit of the corporate interest, which should be agreed to by the Board of Directors. | NO | - Which provides for the dissemination, at least once a year, of the advice solicited and not contracted, specifying the reasons for which the Board of Directors adopted this decision in particular, which should also be duly noted in the minutes of the corresponding meeting
Explanation: - The Company does not adopt this practice, with the goal of not infringing the confidentiality of the business matters nor revealing strategic information, without prejudice that the minutes of the corresponding board meetings that address these issues should state the reasons for the agreement. | NO | | |
D | Explanation: The Company adopts this practice in part, given that it has set at least 2 meetings per year with the external auditing company. | NO | - The auditing program or plan.
Explanation: - It is partially adopted considering that this analysis is carried out on a lesser frequency than that proposed. | NO | - Possible differences detected in the auditing regarding accounting practices, administrative systems and internal auditing
Explanation: - It is partially adopted considering that this analysis is carried out for a shorter period than that proposed. | NO | - Possible serious deficiencies that may have been detected and those unusual situations that due to their nature should be communicated to the competent financial authorities.
Explanation: - It is partially adopted considering that this analysis is carried out for a shorter period than that proposed. | NO | - The results of the annual auditing program.
Explanation: - It is partially adopted considering that this analysis is carried out for a shorter period than that proposed. | NO | - Possible conflicts of interest that could exist regarding the auditing company or its staff, both in soliciting other services from the company or the members of its corporate group, as in other situations
Explanation: - It is partially adopted considering that this analysis is carried out for a shorter period than that proposed. | NO | | |
E | Explanation: The Company adopts this practice in part, given that it addresses these issues twice a year, without prejudice that the Board of Directors is informed monthly by the CEO and the executive directors of the main aspects of the company's management | NO | - The adequate functioning of the risk management process.
Explanation: - The Company adopts this practice in part, given that these matters are addressed with a lesser frequency than that proposed. | NO | - The risk matrix used by the unit as well as the main risk sources and methodologies for the detection of new risks and the probability and impact of the occurrence for the most relevant risks.
Explanation: - The Company adopts this practice in part, given that these matters are addressed with a lesser frequency than that proposed. | NO | - The recommendations and improvements that, in the opinion of the unit, are relevant to carry out to best manage the company's risks.
Explanation: - The Company adopts this practice, since the person in charge of the risk unit discloses the solutions and improvements that must be implemented in the Company's risk management. | NO | - The contingency plans designed to react to the materialization of critical events, including the continuity of the Board of Directors in crisis situations.
Explanation: - The Board of Directors is informed of the Company's contingency plans, but with a different frequency and scope of review than what is proposed in this practice. | NO | | |
F | Explanation: The Internal Auditing unit meets annually with the Committee of Board Members, and eith the Board of Directors. | NO | - The annual auditing program or plan.
Explanation: - It is partially adopted in the terms indicated above, and with an annual frequency beginning in 2016. | NO | - Any serious deficiencies that may have been detected and those irregularities that due to their nature should be communicated to the competent reviewing authorities or to the Public Prosecutor.
Explanation: - This practice is adopted however, it is conducted on an annual basis. | NO | - The recommendations and improvements that in the opinion of the unit should be relevant to carry out to minimize the occurrence of irregularities or fraud.
Explanation: - This practice is adopted, since the Internal Audit Sub-Management, in its quarterly reports, presents said recommendations and conclusions. | NO | - The effectiveness of the crime prevention model implemented by the company.
Explanation: - From the implementation date of the Crime Prevention Model, the Company has reviewed the effectiveness of the model. In order to do this, the Board meets with the person in charge of the model twice a year in order to review in detail the incidents which have occurred, the claims which have been received, and the investigations which have occurred, in addition to the preventive measures and plans which have been implemented in order to abide by it. | NO | | |
G | - The effectiveness of the policies approved by the Board of Directors to disseminate internally within the organization, to its shareholders and to the general public the benefits of diversity and inclusion within the company.
Explanation: - The Company partially adopts this practice, through the Board of Directors’ annual analysis and approval of the Sustainability Report. Furthermore, the Company is currently reviewing its sustainability strategy, which considers identifying and measuring the aforementioned matters. | NO | - The organizational, social or cultural barriers detected that could be inhibiting the natural diversity were such barriers not to exist.
Explanation: - The Company adopts this practice, since the Sustainability Committee reviews said matters and reports it quarterly to the Board of Directors. | NO | - The usefulness and acceptance that the disseminated sustainability reports have had for the company's relevant stakeholders
Explanation: - The Company is currently reviewing its sustainability strategy, which includes identifying and measuring these issues for the 2018-2022 period. | NO | | |
H | Explanation: The Company adopts this practice by establishing the review of the matters indicated below through informal visits to the Company's different offices and facilities, and through direct contact on the ground with their respective responsible parties and employees. | SI | - The status and operations of these offices and facilities.
Explanation: - The Company adopts this practice as it considers it valuable for the social interest, and puts it into practice through informal visits to the different dependencies and direct contact with their respective managers and workers, without there being a specific protocol for this purpose. During 2021, despite the pandemic situation, a visit was made to the company's facilities. | SI | - The main functions and concerns of those who work in them.
Explanation: - The Company adopts this practice by considering it valuable for the corporate interest, and puts it into practice through informal visits to the different offices and direct contact with their respective officers. | SI | - The recommendations and improvements that in the opinion of those responsible for such premises and facilities would be pertinent to conduct to improve the functioning of the same.
Explanation: - The Company adopts this practice by considering it valuable for the corporate interest, and puts it into practice through informal visits to the different offices and direct contact with their respective officers. | SI | | |
I | Explanation: - The aforementioned meetings usually take place with the presence of the CEO, however, for certain cases qualified by the Board of Directors, these meetings are held without him. | NO | | |
J | - To detect and implement future improvements in its organization and operations.
Explanation: - The Company adopts this practice given that every two years the Board is evaluated by a third party, process that will be conducted again in 2018. | SI | - To detect those areas where members can strengthen and continue improving.
Explanation: - The Company does not adopt this practice given that the Board of Directors is an entity and its strengthening and improvement should be dealt with together and not regarding individual Board Members. | NO | - To detect and reduce organizational, social or culture barriers that could be inhibiting the natural diversity of capacities, visions, characteristics, and conditions that would exist in the Board of Directors if such barriers were not present.
Explanation: - The Company does not adopt this practice, however it is currently evaluating its implementation. | NO | - That, without prejudice to legal obligations, it expressly includes the determination of a minimum number of regular meetings, the average minimum amount of in-person and remote time dedicated to them, and how far in advance the summons should be sent and the necessary background information for proper conduct of the meetings, recognizing the particular characteristics of the entity as well as the diversity of experiences, conditions and knowledge in the Board of Directors, according to the complexity of the matters to be discussed.
Explanation: - The Company does not adopt this practice, given the impossibility of establishing ex ante the minimum formalities of the subjects to be discussed by the Board of Directors due to their variance and relevance. - Additionally, it is the individual responsibility of each board member to comply with its functions with a degree of diligence and care that the law requires, without prejudice that the Company should expect and demand of its Board Members that they dedicate the care and time necessary for meeting their fiduciary duties and the best business interest. | NO | - That expressly includes the change, in the event it is relevant, of the structure of the organization and operations of the Board of Directors in contingency or crisis situations.
Explanation: - The Company adopts this practice since the Board of Directors agreed that in situations of contingency or crisis defined by the President, he may call for its constitution by the means of communication available to him such as email, telephone, WhatsApp, text message , etc, indicating the place where the session will be held and the matters to be discussed in order to deal with the crisis. They may also meet remotely through technological means, without the need for face-to-face attendance, and one of the assistant directors may act as secretary. | NO | - That includes the advice of an external expert for detecting and implementing these future improvements or strengthening areas.
Explanation: - The Company adopts this practice given that every two years the Board is evaluated by a third party, process that s will be conducted again in 2018. | SI | - Regarding the detection referred to in numbers i through iii above, it is done at least on an annual basis.
Explanation: - The Company conducts an evaluation of the Board of Directors every two years, and will do so again in 2018. | NO | | |
K | - Permits them to access, in a secure, remote and ongoing manner, all of the minutes and documents reviewed for each session of the Board of Directors for the last 3 years, in accordance with the sorting mechanism that facilitates its indexing and information searching.
Explanation: - The Company has implemented a virtual folder with the purpose of storing the information of the Board sessions, allowing the remote access of all the directors to the minutes and records of the sessions of the last 3 years, and especially the documents of the current Board of Directors session. | YES | - Permits them to access, in a secure and remote manner without prejudice to the legal obligations regarding time periods for mailing and content of the requests, all of the minutes and documents that synthesize all matters which will be addressed in each meeting, and all background information that will be presented in such session or additional information necessary to prepare for them.
Explanation: - The Company adopts this practice by sharing in the Board of Directors' virtual folder the minutes or documents that summarize all the matters that will be discussed in the respective session and the background that will be presented in the session. | YES | - Permits access to that referred to in number ii above, at least 5 days in advance of the respective meeting.
Explanation: - The Company adopts this practice as background information is made available in the Virtual Folder within 3 and 5 days prior to the respective board meeting. | YES | - Permits access in a secure, remote and ongoing manner to the Company's system of complaints.
Explanation: - The Company does not adopt this practice, given the confidentiality of the complaints, without prejudice to periodic reviews of this matter. | NO | - Permits the review of the definitive text of the minutes of each board meeting.
Explanation: - The Company adopts this practice, providing such background information to the Board Members by electronic means. | YES | - Permits the review of that referred to in number v. above, no less than 5 days following the respective board meeting.
Explanation: - The Company does not adopt this practice, given that it is not possible to establish ex ante the minimum time in this regard, due to the varying range of matters addressed by the Board of Directors. | NO | | |