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.
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) |
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.
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.
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:
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.
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.
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.
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.
The following tables contains a 2015-2016 comparison of compensation paid to board members for services rendered, in thousands of Chilean pesos:
The following corresponds to allowances and board member compensation for attending each board meeting, and includes lump sum for attending Board Committees.
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 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 |
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.
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.
Neither shareholders nor board committees issued requests to submit remarks or proposals to this Annual Report.