Board Elections
Directors are chosen for a period of three years, after which they must be completely renewed. In addition to this, the Board will also be renewed in its entirety prior to the stipulated period when there is a vacancy in the roles of titular director and his/her alternate, or also when shareholders choose to do so in an Ordinary or Extraordinary Shareholders Meeting.
For the elections of the Board members, shareholders can propose candidates for the Director position prior to the General Shareholders Meeting where they will be put to a vote.
Regarding independent directors, in accordance to the law, in order to be able to be elected as independent directors, candidates must be proposed by shareholders who represent 1% or more of the Company’s shares at least ten days in advance from the proposed General Shareholders Meeting in which board members will be elected. The independent director candidate and his/her respective alternate, on their end, with no less than 2 days prior to the abovementioned Shareholders meeting.
The Chief Executive Officer must inform shareholders at least two days prior to the beginning of the Shareholders Meeting, through the means that s/he esteems pertinent, and on the Company’s website, the list of candidates for the Director position, that, in each case, have accepted their nomination and which have declared that they are able to fulfill their role. In the case where the Company is unable to inform shareholders prior to the Shareholders Meeting, providing the list of candidates at the beginning of the Shareholders Meeting will suffice.
It is possible to add new candidates to the list in the same Shareholders Meeting if the person which proposes the candidate presents a document through which the candidate accepts his/her nomination and declares that they are able to fulfill the role.
Shareholders have one vote for each share they own or represent, and may accumulate them in favor of one person or distribute their votes in the way that they see fit, the resulting elected members will be those who accumulate the most amount of votes during one single voting round, until the number of seats of the Board are filled. In the case of alternate directors, the mere choice of a director includes an alternate who has been previously nominated for that director.
I. Purpose
Aguas Andinas is a company committed, among other things, to best practices in the Corporate Governance area. In this context, the relevant governing bodies have prepared and approved the following Policy for the nomination of candidates for the Board of Directors, the purpose of which is to establish in general terms, the conditions and qualities that should be taken into consideration by the Company's shareholders in their nominations for the position of Director of Aguas Andinas when elections to the Board of Directors are scheduled.
This Policy seeks to reduce possible gender, social or cultural biases which may inhibit in some way the natural diversity of capabilities, visions, characteristics and conditions that should prevail in the company's board of directors, which allow it to strengthen and add value.
This Policy should be understood as a suggestion to shareholders, and it is expressly stated that it does not imply any type of restriction whatsoever for shareholders to nominate candidates to the Company's Board of Directors, who shall exercise their right with all the powers granted to them for this purpose by current legislation.
II. Board Members Nomination Policy
In view of the importance of the role of the Board of Directors for the Company, as well as the Company's commitment to respect and promote the principles against arbitrary discrimination in all areas, the Board of Directors of Aguas Andinas S.A. hereby declares its intention to recommend to its shareholders that the following principles be taken into consideration when nominating a candidate to the Board of Directors of the Company.
- The members of the Board of Directors must meet high standards in the exercise of their position and possess the appropriate skills and experience, always focused on adding value to the Company.
- A candidate for Director must be selected on the basis of his or her ability, experience and robustness, as well as his or her personal qualities; taking into consideration the exercising of a leadership role in their field of expertise, which can be translated into an efficient performance in the position.
- A strategic vision should prevail, taking into account the context of our public utility business in a regulated environment.
- The proposal of the person to be chosen should consider, among others, the following elements, with the purpose of including multiple visions that enrich the Company's viewpoint into the Board of Directors , by taking into consideration different perspectives that complement each other:
- presence of men and women;
- different ages, cultures, or nationalities, religious beliefs or political convictions;
- diversity and consequent complementarity in the education of its members, whether university or otherwise;
- different levels of expertise of its members;
- a variety of previous professional experiences in bodies that pursue different aims, which complement their future work.
III. Policy Consistency and Complementarity
This Policy is consistent and therefore complements all the procedures and policies undertaken in the area of Corporate Governance of the Company, especially the Compendium of Policies and Procedures on Corporate Governance of Aguas Andinas S.A. (hereinafter the "Compendium")
IV. Implementation
This policy will be published on the Company's website as well as in the Annual Report and other relevant publications.
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