Chilean Legislation
Enel Américas complies with this requirement by having two independent directors in accordance with Chilean legislation: Iris Boeninger and Hernán Somerville.
According to Law No. 18,046, Article 50 bis, a person 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: S&P Global Corporate Sustainability Assessment (CSA)
Under the S&P Global Corporate Sustainability Assessment (CSA) methodology, Beatriz Saiz Marti, Iris Boeninger, José Antonio Vargas Lleras, Britaldo Soares, Hernán Somerville, Luca Lo Voi and Roberto Deambrogio 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 members of Enel Américas' current Board of Directors meet the requirements established by S&P Global to be classified as independent directors under the CSA methodology.