Resolution 2559 exempts the procedures contemplated in the first paragraph No. 3 of Article 20 of Decree Law 3.538, issued modifications to Circular 1.696, of 2003.
NCG 533 established the objective parameters to determine when a person cannot be considered an independent director pursuant to Article 50 Bis of Law on Corporations.
Furthermore, parties currently in one of the situations defined, and who therefore cannot be independent directors, have until May 10, 2025 to amend their situation.
In order to avoid being subject to disqualification during 18-month timeframe set.
The regulation also defines the minimum content that must be considered in the general policy for the election of directors of subsidiaries audited by CHL CMF.
Parent companies must align policies with minimum content by Dec. 11, 2025.
General Rule 533 becomes effective as of Nov. 11, 2026.
CHL CMF issued proposal to establish requirements to qualify as an independent director of a public corporation and minimum policy to elect to subsidiary companies.
Applies to firms with market cap equal or greater to the equivalent of 1.5 million UF.
Must also meet 12.5% threshold of shareholders with less than 10% of voting shares.
Regulatory Proposal
Directors are not independent if an interest or dependency is maintained with the firm within the last 18 months; this could be economic, commercial, credit, or professional.
Sets percent limits on income and loans outstanding derived from the firm, subsidiary.
Also limits re equity, capital, and affiliations with foundations or other corporations.
Requires policy to elect independent directors addresses suitability, connection to the parent company, the process to elect to subsidiaries, and mechanisms for disclosures.
Effectiveness
If approved, provisions come in force Jan. 1, 2026.
Resolution 2559 exempts the procedures contemplated in the first paragraph No. 3 of Article 20 of Decree Law 3.538, issued modifications to Circular 1.696, of 2003.
NCG 533 established the objective parameters to determine when a person cannot be considered an independent director pursuant to Article 50 Bis of Law on Corporations.
Furthermore, parties currently in one of the situations defined, and who therefore cannot be independent directors, have until May 10, 2025 to amend their situation.
In order to avoid being subject to disqualification during 18-month timeframe set.
The regulation also defines the minimum content that must be considered in the general policy for the election of directors of subsidiaries audited by CHL CMF.
Parent companies must align policies with minimum content by Dec. 11, 2025.
General Rule 533 becomes effective as of Nov. 11, 2026.
