On March 11, 2025, the Financial Market Commission ("CMF" or the "Commission") issued General Rule No. 533 ("NCG 533"), which provides instructions regarding the definition of independent directors and the policy for electing subsidiary directors.

1. Regulatory Framework in the LSA

Article 50 bis of the Law on Corporations ("LSA") requires publicly traded corporations to appoint at least one independent director and establish a board committee if they have a market equity value equal to or greater than 1,500,000 unidades de fomento and at least 12.5% of their voting shares are held by shareholders who individually control or own less than 10% of such shares.

The same article, in its third paragraph, authorizes the Commission to define the requirements and conditions that directors must meet to be considered independent.

Additionally, Article 92 bis of the LSA establishes that the board of directors of a parent company of an entity supervised by the CMF must adopt and disclose a general policy for electing directors in its subsidiaries, which must include certain minimum requirements set forth by the Commission.

2. Independent Directors

NCG 533 first addresses independent directors, reiterating in general terms that directors cannot be considered independent if, within the last 18 months, they have maintained a relevant economic, professional, credit, or commercial relationship with the respective company. The regulation then specifies six situations in which a director cannot be considered independent:

1. If they have entered into transactions or contracts with the company, its corporate group, or its controller—beyond their role as a director—amounting to 25% or more of their average annual gross income over the last three tax years.
2. If they hold outstanding credit obligations—except for a mortgage loan on their primary residence—with the company, its corporate group, or its controller, totaling 25% or more of their average annual gross income over the last three tax years.

• If they own more than 10% of the capital in an entity where the company, its corporate group, or its controller also owns more than 10% of the capital.

1. If they are founders or directors of a foundation or corporation that receives annual contributions from the company, its corporate group, or its controller equal to 5% or more of the foundation's total annual income, based on the average of the last three calendar years.
2. If they own 10% or more of the assets of a corporation in which the company, its corporate group, or its controller also holds 10% or more.
3. If they have previously served as directors, managers, administrators, or senior executives of a company that was succeeded by the publicly traded corporation (e.g., through a merger), as legal succession implies that restrictions on director independence remain in place.

3. Policy for Electing Directors in Subsidiaries

NCG 533 also defines the required content of the general policy for electing directors in subsidiaries, which must be established and disclosed by the board of parent companies subject to CMF supervision, as required by Article 92 bis of the LSA. The policy must include the following minimum elements:

1. Date of policy approval and last update.
2. Professional qualifications required for director candidates.

• Affiliation of candidates with the parent company.

1. Process for electing directors in subsidiaries.
2. Disclosure mechanisms.

Additionally, the approval of this policy must be disclosed as a material event ("hecho esencial") as soon.

4. Effective Date

The independent director requirements set forth in NCG 533 will take effect on November 11, 2026, and must be observed by boards elected from that date onward. Meanwhile, subsidiary director election policies must be publicly available no later than December 11, 2025.

Link a la NCG 553  https://www.cmfchile.cl/normativa/ncg_533_2025.pdf

For further information, please contact: Christian Schiessler (cschiesslerq@jdf.cl) o Macarena Naranjo (mnaranjo@jdf.cl)