Corporate Governance

Through its corporate governance structure, SMU strives to facilitate effective and sustainable management, by assigning roles and responsibilities and developing practices and policies in order to evaluate and guide the actions of the entire organization on an ongoing basis, so the Company can achieve its strategic goals. As part of its corporate governance practices, SMU has strengthened the risk management role, identifying potential impacts for the business in order to safeguard the sustainability of its operations over time and, consequently, the creation of value for its shareholders and other stakeholders.

Committees

Directors' Committee

Formed in accordance with the provisions of Article 50 bis of Chilean Law No. 18,046, the SMU S.A. Directors’ Committee is responsible for proposing the independent audit firm and risk rating agencies to the Board of Directors for subsequent proposal to shareholders at the Annual General Meeting; proposing policies for the management of conflicts of interest and habitual transactions to the Board of Directors; and periodically reviewing reports presented by independent auditors, the Company’s financial statements, related-party transactions, remuneration policies, and compensation plans for senior management and other employees.

The members of the Directors’ Committee are:

  • Alejandro Danús Chirighin (Chairman; Independent Director)

  • Enrique Gundermann Wylie (Independent Director)

  • Alejandro Álvarez Aravena

Audit and Risk Committee

The SMU Audit and Risk Committee, comprised of directors, monitors the risk management process and the status of internal controls. The committee meets regularly with the Comptroller and those responsible for risk management. It ensures the proper functioning of the risk management process by reviewing controls and mitigation actions through internal audit plans. The committee examines risk matrices, primary sources of risk, methodologies for detecting new risks, and the impact and probability of occurrence of the most relevant risks. The Audit and Risk Committee promptly reports to the Board on these matters.

The Audit and Risk Committee plays an important role in verifying the integrity of corporate information and financial statements by properly monitoring those processes and promptly reporting to the Directors’ Committee and the Board. It also ensures the Comptroller’s independence from management.

The members of the Audit and Risk Committee are:

  • Pilar Dañobeitía Estades (Chairwoman)

  • Andrés Olivos Bambach

  • Alejandro Álvarez Aravena

Investment Committee

The Investment Committee evaluates, analyzes, and approves the Company’s main investment projects. It also reviews significant changes in the amount and/or scope of previously approved investment projects, reviews the annual investment budget, and approves it before submitting it for board approval. The committee subsequently evaluates and analyzes the projects in the annual budget and presents proposals to the Board of Directors. Post-implementation, the committee monitors projects to understand and evaluate their impact. The investment committee authorizes store openings, remodeling and conversion, logistic network development and automation, e-commerce investments, productivity improvements and regulatory projects.

The members of the Investment Committee are:

  • Abel Bouchon Silva (Chairman)

  • Pilar Dañobeitía Estades

  • Andrés Olivos Bambach

  • Francisca Saieh Guzmán

  • Alejandro Danús Chirighin (Independent Director)

Human Resources and Sustainability Committee

The Human Resources and Sustainability Committee assists Management in personnel-related matters, such as employee policy and procedures, compensation, culture, leadership, incentives and benefits, occupational health and safety, and diversity and inclusion, as well as in matters and guidelines related to best practices in sustainability, in keeping with the Company’s business strategy, strategic plan and achievement of the social, environmental and climate change objectives therein.

The members of the Human Resources and Sustainability Committee are:

  • Fernando del Solar Concha (President)

  • Pilar Dañobeitía Estades

  • Francisca Saieh

Compliance Committee

The Compliance Committee’s faculties and duties are: (i) to propose to the Board of Directors the appointment and removal of the SMU Free Competition Compliance Officer; (ii) to ensure that the Free Competition Compliance Officer effectively fulfills his/her duties; and (iii) to monitor, evaluate and propose improvements to the free competition compliance plan.

The members of the Compliance Committee are:

  • Pilar Dañobeitía Estades (President)

  • Andrés Olivos Bambach

  • Enrique Gundermann Wylie (Independent Director)

Strategy Committee

The Strategy Committee is a formal instance for the Chairwoman and Vice Chairwoman of the Board to coordinate with and advise management, especially on the most important strategic projects, which include e-commerce, private label development, and financial services. The committee is also an opportunity to review, analyze and make suggestions regarding the Company’s three-year strategic plan, major real estate projects, and the purchase or sale of important assets.

The members of the Strategy Committee are:

  • Marcelo Gálvez Saldias, CEO

  • Pilar Dañobeitía Estades, Chairwoman of the Board

  • Francisca Saieh Guzmán, Vice Chairwoman of the Board