2.Corporate
Governance

2.Corporate
Governance

2.1 Organization Description

Metro de Santiago’s administration is managed by a Board of Directors comprised of a chairman, vice chairman and five board members. Twenty-six regular board meetings were held in 2016.

Metro’s General Manager, the Office of Internal Comptroller and the Compliance Officer are under the Board of Director’s purview.

At year-end 2016, the General Manager was in charge of managing the Company through six Corporate Managements and three Divisions. The following areas are under the purview of the Corporate Managements: People, Administration and Finance, Planning and Development, Studies and Transport Business, and Customers and Sustainability. The following Managements are under the purview of the Divisions: Operations and Services, Maintenance, Engineering and Operational Projects, and Line 6 and 3 Implementation fall under the first division, Division of Passenger Transport; Expansion Projects falls under a second Division, and Methods of Payment falls under a third Division. Moreover, the Business Management, Information Security Officer and Advisor to the General Manager depend directly on the General Manager.

2.2 Organizational Chart(As of December 31, 2016)

2.3 Board of Directors

Chairman Rodrigo Azócar Hidalgo Civil Industrial Engineer 6.444.699‑1
Vice Chair Paulina Soriano Fuenzalida Attorney 8.783.340‑2
Director Karen Poniachik Pollak Journalist 6.379.415‑5
Director Carlos Mladinic Alonso Commercial Engineer 6.100.558‑7
Director Juan Carlos Muñoz Abogabir Industrial Engineer 9.005.541‑0
Director Claudio Soto Gamboa Commercial Engineer 7.981.443‑1
Director Vicente Pardo Díaz Civil Engineer 6.317.380‑0
 
Advisor to the Board Rodrigo Araya Ibáñez Auditor & Accountant 9.212.311‑1
Comptroller (I)

Changes to the Board

The Board of Directors did not undergo any changes in 2016.

At the 24th Regular Shareholders’ Meeting held on April 28th, 2015, shareholders appointed the following board members: Rodrigo Azócar Hidalgo, Carlos Mladinic Alonso, Juan Carlos Muñoz Abogabir, Claudio Soto Gamboa, Vicente Pardo Díaz, Paulina Soriano Fuenzalida, and Karen Poniachik Pollak. At the 869th Board of Directors’ Meeting held on May 11th, 2015, board members agreed to appoint Rodrigo Azócar Hidalgo as Chairman of the Board and Paulina Soriano Fuenzalida as Vice Chair, respectively.

Advisory Services Outsourced to Auditing Firms

During the January 1st, 2016—December 31st, 2016 period, the following auditing firms were paid for services rendered as follows:

COMPANY NAME SERVICES RENDERED FEES ($)
KPMG Auditores
Consultores LTDA
2015 Financial Statement Auditing Services 123,546,557
Services Related to Maintaining Propyme Seal of Certification 2,509,869
TOTAL 126,056,426
Deloitte Auditores
y Consultores
Limitada.
Auditing Services for the 2015 Welfare Funds 3,898,958
Maintenance and support of Welfare Fund Complaint Channel 5,153,801
TOTAL 9,052,759

Regarding other advisory services, neither the Board of Directors nor Board Committees hired other services directly in 2016.

Directors’ Committees

There are four Directors’ Committees as follows:

  • Project Management Committee: this committee is in charge of reviewing the status of new expansion and line projects.

  • Operating Committee: this committee addresses the company’s strategic and managerial aspects pertaining to business development, encompassing operational and service-related topics, planning and control, engineering and technology, human resources and commercial affairs.

  • Audit, Finance and Risk Committee: this committee looks out for the company’s financial resources, ensuring they are managed efficiently and in keeping with established procedures. In addition to the latter, this committee is apprised of the company’s generally accepted accounting principles and possible changes thereto. It supervises internal auditing and issues opinions regarding the independent auditing of the company’s financial statements.

  • Technical Committee: this committee conducts in-depth reviews on complex technical matters related to projects under development.

The abovementioned is merely an example and does not entail a complete description of all functions performed by the committees, which address sundry issues affecting the company as they develop. In 2016, the board committees were made up as follows:

2016 Board of Directors’ Committees
Project Management Operating Audit, Finance & Risk Technical
(# of Meetings: 11) (# of Meetings: 11) (# of Meetings: 13) (# of Meetings: 9)
Vicente Pardo Díaz (Chair) Juan Carlos Muñoz Abogabir (Chair) Carlos Mladinic Alonso (Chair) Vicente Pardo Díaz (Chair)
Rodrigo Azócar Hidalgo Rodrigo Azócar Hidalgo Rodrigo Azócar Hidalgo Rodrigo Azócar Hidalgo
Carlos Mladinic Alonso Vicente Pardo Díaz Claudio Soto Gamboa Carlos Mladinic Alonso
Juan Carlos Muñoz Abogabir Karen Poniachik Pollak Paulina Soriano Fuenzalida Juan Carlos Muñoz Abogabir
Karen Poniachik Pollak Karen Poniachik Pollak
Paulina Soriano Fuenzalida Paulina Soriano Fuenzalida
Claudio Soto Gamboa Claudio Soto Gamboa

Mr. Patricio Velez Möller was the Secretary of the Board of Directors and Board Committees.

2015 Directors’ Committees
Project Management Operating Audit, Finance & Risk Technical
(# of Meetings: 13) (# of Meetings: 12) (# of Meetings: 12) (# of Meetings: 11)
Vicente Pardo Díaz (Chair) Juan Carlos Muñoz Abogabir (Chair) Carlos Mladinic Alonso (Chair) Vicente Pardo Díaz (Chair)
Rodrigo Azócar Hidalgo Rodrigo Azócar Hidalgo Rodrigo Azócar Hidalgo Rodrigo Azócar Hidalgo
Carlos Mladinic Alonso Vicente Pardo Díaz Claudio Soto Gamboa Carlos Mladinic Alonso
Juan Carlos Muñoz Abogabir Karen Poniachik Pollak Paulina Soriano Fuenzalida Juan Carlos Muñoz Abogabir
Karen Poniachik Pollak Karen Poniachik Pollak
Paulina Soriano Fuenzalida Paulina Soriano Fuenzalida
Claudio Soto Gamboa Claudio Soto Gamboa

Cristiano Ruiz Santibáñez was the Secretary of the Board of Directors and Board Committees up until January 26th, 2015, and thereafter it was Patricio Véliz Möller.

2.4 2016 Senior Executives

Position name Profession I.D. # Date Appointed
General Manager Rubén Alvarado Vigar Civil Chemical Engineer 7.846.224‑8 29/09/2014
Expansion Projects Division Manager Jaime Adasme Araya Civil Constructor 7.535.688‑9 01/06/2012
Passenger Transport Division Manager Germán Morales Gaarn Civil Engineer in Mining 5.849.974‑9 01/12/2016
Means of Payment Division Manager (i) Sebastián Court Benvenuto Civil Engineer in Mathematics 15.779.884‑7 01/12/2016
Corporate Administration & Finance Manager Hernán Vega Molina Commercial Engineer 6.373.587‑6 01/03/1997
People Corporate Manager Patricio Baronti Correa Psychologist 12.636.901‑8 01/12/2014
Corporate Planning and Development Manager Sebastián Court Benvenuto Civil Engineer in Mathematics 15.779.884‑7 01/12/2016
Corporate Studies ad Transport Business Manager Roland Zamora Vega Civil Industrial Engineer 9.395.145‑k 05/07/2011
Corporate Customer and Sustainability Manager María Irene Soto Layseca Journalist 8.308.174‑0 05/10/2015
Corporate Legal Affairs Manager Gonzalo Morales Moreno Attorney 8.866.936‑3 01/01/2008
Operations and Services Manager Felipe Bravo Busta Civil Industrial Engineer 10.567.676‑K 01/06/2016
Maintenance Manager Carlos Ríos Bustamante Civil Industrial Engineer 15.255.134‑7 01/12/2016
Engineering and Operations Project Manager Jorge Taboada Civil Industrial Engineer 7.321.976‑0 01/12/2016
Line 6 and 3 Implementation Manager Rodrigo Terrazas Michell Electronics Engineer 9.516.705‑5 01/12/2016
Business Manager Iván Zambelli Klenner Commercial Engineer 5.993.203‑9 26/10/2015

Metro’s senior executives and board members do not hold any shares of company capital since the Chilean State is the company’s sole shareholder.

Changes to Managerial Team

On January 1st, 2016 Jorge Taboada was appointed Advisor to the General Manager.

On June 1st, 2016 Rodrigo Terrazas left the Operations and Services Management to take over as Manager of Line 6 and 3 Implementation, and Felipe Bravo, former Maintenance Manager, moved into the Operations and Services Management. On that same day, Juan Quispe joined the Managerial Team as Maintenance Manager; however, he subsequently left the company on September 26, 2016.

In December 2016 the company’s organizational structure underwent some changes involving the implementation of a division-based structure with three Divisions supported by Corporate Managements, as follows: the Passenger Transport Division was created with Germán Morales in charge. This Division presides over the following Management areas: Operations and Services Management, Maintenance Management, Lines 6 and 3 Implementation Management, and the Engineering and Projects Management, with Carlos Ríos as Maintenance Manager. The Project Development Management became the Expansion Projects Division led by Jaime Adasme, and the Sales Channel Management became the Methods of Payment Division led temporarily by Sebastián Court.

At that same time a few departments were also shuffled around, after which the Planning and International Relations Management changed names to the Corporate Studies and Transport Business Management, and a new department was created, called the Planning and Development Management head up by Sebastián Court.

2.4.1 Board Compensation

The following tables contains a 2015-2016 comparison of compensation paid to board members for services rendered, in thousands of Chilean pesos:

2016 Compensation or Allowances

The following corresponds to allowances and board member compensation for attending each board meeting, and includes lump sum for attending Board Committees.

2016 COMPENSATION OR ALLOWANCE
2016 DIRECTORS FIXED COMPENSATION VARIABLE COMPENSATION TOTAL
Rodrigo Azócar Hidalgo 115,984 0 115,984
Paulina Soriano Fuenzalida 5,665 12,677 18,342
Juan Carlos Muñoz Abogabir 3,776 9,980 13,756
Vicente Pardo Díaz 3,776 9,980 13,756
Karen Poniachik Pollak 3,776 9,980 13,756
Carlos Mladinic Alonso 3,776 9,980 13,756
Claudio Soto Gamboa 3,776 9,980 13,756
TOTAL 140,529 62,577 203,106
2015 Compensation or Allowances
2015 Directors Fixed Compensation Variable Compensation Total
Rodrigo Azócar Hidalgo 107,619 0 107,619
Paulina Soriano Fuenzalida 5,525 12,366 17,891
Juan Carlos Muñoz Abogabir 3,684 9,735 13,419
Vicente Pardo Díaz 3,684 9,735 13,419
Karen Poniachik Pollak 3,684 9,735 13,419
Carlos Mladinic Alonso 3,684 9,735 13,419
Claudio Soto Gamboa 3,684 9,735 13,419
TOTAL 131,562 61,043 192,605

Travel, Per Diems and other Stipends

In 2016, the company did not disburse any funds for travel expenses but it did disburse M$5,709 in 2015.

Chairman of the Board Rodrigo Azócar Hidalgo received M$563 Chilean pesos in per diem in 2016 and M$913 Chilean pesos in per diem in 2015.

Senior Executives

The General Manager’s 2016 compensation amounted to M$206,858 (M$169,794 Chilean pesos in 2015) while compensation received by other managers (senior executives) totaled M$1,672,917 (M$1,377,887 Chilean pesos in 2015).

During the first quarter of each year, managers are entitled to an individual annual bonus calculated on the basis of company results and an individual performance bonus calculated on the basis of company results and individual performance during the previous calendar year, subject to annual approval by the company’s Board of Directors.

2.4.2 Summary of Shareholder and Board Committee Remarks and Proposals

Neither shareholders nor board committees issued requests to submit remarks or proposals to this Annual Report.

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Table of contents:

  1. 1. Our Company
  2. 2. Corporate Governance
  3. 3. Ownership and Shares
  4. 4. Subsidiaries, Related Companies and Investments in Other Companies
  5. 5. Personnel
  1. 6. Social Responsability & Sustainabile Development
  2. 7. Material Facts
  3. 8. Financial Administration
  4. 9. Financial Statements
  5. 10. Disclaimer

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