MAMÍFEROS
2.2.3. ESPECIES EXÓTICAS INVASORAS
2.2.3.3. PLAN DE ACCIÓN PARA EL CONTROL DE LA EXPANSIÓN DEL MEJILLÓN CEBRA EN LA CAPV
Endesa Chile is managed by its Executive Officers under the direction of its Board of Directors which, in accordance with the estatutos, or articles of incorporation and bylaws, of Endesa Chile, consists of nine directors who are elected at the annual regular shareholders’ meeting. Each director serves for a three-year term and the term of each of the nine directors expires on the same day. However, the directors can be reelected indefinitely. Staggered terms are not permitted under Chilean law. If a vacancy occurs on the Board during the three-year term, the Board of Directors may appoint a temporary director to fill the vacancy. In addition, the vacancy will trigger an election for every seat on the Board of Directors at the next regular annual shareholders’ meeting. The current Board of Directors was elected in the annual regular shareholders’ meeting that took place on April 1, 2008. See “ — A. Directors and Senior Management,” for more details on the disclosure of the terms of the directors’ offices. The members of the Board of Directors do not have service contracts with Endesa Chile or any of its affiliates that provide benefits upon termination of employment.
Chilean corporate law provides that a company’s board of directors is responsible for the management, administration and representation of a company in all matters concerning its corporate purpose, subject to the provisions of the company’s estatutos and the stockholders’ resolutions. In addition to the estatutos, the Board of Directors of Endesa Chile has adopted regulations and policies that guide our corporate governance principles. The most important of these regulations and policies are the following:
The Internal Regulations on Conduct in Securities Markets’ approved by the Board in June 2002, defines the rules of conduct that must be followed by members of the Board of Directors, senior management and other managers and employees who, due to the nature of their job responsibilities, may have access to sensitive or confidential information, with a view to contributing to transparency and to the protection of investors. These regulations are based on the principles of impartiality, good faith, placing the company’s interests before one’s own, and care and diligence in using information and acting in the securities markets.
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The Charter Governing Executives (“Estatuto del Directivo”), approved by the Board in July 2003, and the Employees Code of Conduct, explain our principles and ethical values, establish the rules governing dealings with customers and suppliers, and establish the principles that should be followed by employees in their work: ethical conduct, professionalism and
confidentiality. They also impose limitations on the activities our senior executives and other employees may undertake outside the scope of their employment with us, such as non-compete limitations.
The Bases of Corporate Governance of Endesa Chile (“Bases del Gobierno Corporativo”), approved by the Board of Directors on February 28, 2005, has four principal purposes:
The aforementioned regulations and rules reflect our core principles of transparency, respect for stockholders’ rights, and the duty of diligence and loyalty of the directors imposed by Chilean law.
Compliance with NYSE Listing Standards on Corporate Governance
The following is a summary of the significant differences between our corporate governance practices and those applicable to domestic issuers under the corporate governance rules of the New York Stock Exchange.
Independence and Functions of the Audit Committee
Under the NYSE corporate governance rules, all members of the Audit Committee must be independent. We are subject to this requirement as of July 31, 2005.
Under the NYSE corporate governance rules, the Audit Committee of a U.S. company must perform the functions detailed in the NYSE Listed Company Manual Rules 303A.06 and 303A.07. Non-U.S. companies have been required to comply with Rule 303A.06 beginning July 31, 2005. Non-U.S. companies are not required to comply with Rule 303A.07. As of July 31, 2005, we comply with the independence and the functional requirements of Rule 303A.06. As required by the Sarbanes-Oxley Act and the NYSE corporate governance rules, on June 29, 2005, the Board of Directors of Endesa Chile created an Audit Committee, composed of three directors, who are also directors of the Company. The current directors of this Committee, who satisfy the requirements of independence of NYSE are: Enrique García, José María Fernández and Jaime Estévez V. Mr. José María Fernández, is relying on the exemption provided by Rule 10A-3(b)(1)(iv)(B). Mr. Fernández sits on the Board of Directors of Endesa Internacional, S.A., an affiliate of the Company. Mr. Fernández otherwise meets the independence requirements of Rule 10A-3(b)(1)(ii).
As required by Chilean Law, Endesa Chile also has a Comité de Directores composed of three members of the Board. Although Chilean Law requires that a majority of the Comité de Directores (two out of three members) must be composed of directors who were not nominated by the controlling shareholder and did not seek votes from the controlling shareholder (a “non-control director”), it permits the Comité de Directores to be composed of a majority of control directors or even completely of control directors, if there are not sufficient non-control directors on the Board to serve on the committee. Currently, our
Comité de Directores is composed of two non-control directors and one director appointed by the controlling shareholder.
1. Committing the efforts of the Board and Management to focus on maximizing the value of the Company for all its shareholders, and also for its employees, customers and suppliers;
2. Reaffirming the Board’s duty to provide guidelines for the Management to attain the best practices at each level of the Organization;
3. Emphasizing one of the most important objectives of the Board, which is to make known the Company’s Vision, its Objectives and the Strategy for achieving them;
4. Emphasizing the responsibility of the Board to continuously control the performance of the Management in line with the Company’s Vision and Strategy.
Our Comité de Directores performs the following functions:
The current members of this Committee are Mario Valcarce D., Raimundo Valenzuela L. and Jaime Estévez V. By agreement adopted by the special shareholders’ meeting held on March 21, 2006, a new chapter was included in the Endesa Chile’s bylaws, which refers to the “Comité de Directores and Audit Committee.” Visit our website for details.
Corporate Governance Guidelines
The NYSE’s corporate governance rules require listed companies to adopt and disclose corporate governance guidelines. Although Chilean law does not contemplate this practice, other than with respect to the codes of conduct described above, the Company establishes guidelines in The Bases of Corporate Governance of Endesa Chile (“Bases del Gobierno Corporativo”), approved by the Board of Directors in February 2005. See “Item 16B. Code of Ethics” for more details.
D. Employees
The following table provides the total number of employees of our Companies for the last three fiscal years:
• examination of Annual Report, Financial Statements and the Reports of the External Auditors and Inspectors of the Accounts;
• formulation of the proposal to the Board of Directors for the selection of external auditors and private rating agencies;
• examination of information related to operations by the Company with related parties and/or related to operations in which the Company board members or relevant executive officers may have personal interest;
• examination of the compensation framework and plans for managers and executive officers; and
• any other function mandated to the committee by the estatutos, the Board of Directors or the shareholders of the Company. Company 2005 2006 2007 In Argentina Endesa Costanera 262 267 273 El Chocón 49 49 50
Total personnel in Argentina 311 316 323
In Chile Endesa Chile 484 501 525 Pehuenche 3 3 3 Pangue — — — San Isidro — — — Celta 1 1 1 Ingendesa (1) 253 261 289 Túnel El Melón 24 23 23
Total personnel in Chile 765 789 841
In Colombia Emgesa (2) 292 341 399 Betania 34 35 —
Total personnel in Colombia 326 376 399
In Peru
Edegel 158 200 206
Total personnel in Peru 158 200 206
Total personnel of Endesa Chile and Subsidiaries 1,560 1,681 1,769
(1) The Ingendesa figure includes Ingendesa employees of Ingendesa’s subsidiary in Brazil.
(2) In September 2007, Emgesa and Betania were merged into the latter, which then changed its name to Emgesa, where all the employees were transferred.
The following table provides the total number of temporary employees of our companies for the last three fiscal years:
All Chilean employees who are dismissed for reasons other than misconduct are entitled by law to a severance payment. According to Chilean law, permanent employees are entitled to a basic payment of one month’s salary for each year (or a six- month portion thereof) worked, subject to a limitation of a total payment of no more than 11 months’ pay for employees hired after August 14, 1981. Severance payments to employees hired prior to that date consist of one month’s salary for each full year worked, not subject to any limitation on the total amount payable. In addition, under Endesa Chile’s collective bargaining agreements, Endesa Chile is obligated to make severance payments to all covered employees in cases of voluntary resignation or death in specified amounts that increase according to seniority. In October 2005, we entered into a new collective bargaining agreement with plant operators and assistants and with another group of non-technical employees in December 2005. Both agreements entered into in 2005 have a three-year term. In December 2007, Ingendesa signed a new collective contract with its three trade unions for a four-year term. Management believes Endesa Chile’s relationship with its trade unions is a positive one.
103 Company 2005 2006 2007 In Argentina Endesa Costanera — — — El Chocón — — —
Total temporary personnel in Argentina — — —
In Chile Endesa Chile 3 10 9 Pehuenche — — — Pangue — — — San Isidro — — — Celta — — — Ingendesa (1) 272 315 269 Túnel El Melón 1 2 2
Total temporary personnel in Chile 276 327 280
In Colombia Emgesa (2) — — — Betania (2) — — —
Total temporary personnel in Colombia — — —
In Peru
Edegel 9 20 20
Total temporary personnel in Peru 9 20 20
Total temporary personnel in Endesa Chile and Subsidiaries 285 347 300
(1) Ingendesa figure includes Ingendesa employees of Ingendesa’s subsidiary in Brazil.
(2) In September 2007, Emgesa and Betania were merged into the latter, which then changed its name to Emgesa, where all the employees were transferred.