Audit Committee
As required by Chilean Law, we have a Comité de Directores (Directors' Committee)
composed of three directors, whichperforms many of the functions of an Audit Committee.
The members of our Directors' Committee are Hernán Büchi B., José
Antonio Silva B. and Daniel Yarur Elsaca.This Committee operates in accordance with
article 50 bis of Law N°18.046, which provides that the Committee shall:
(a)
|
|
Examine and issue an opinion regarding the external auditor's report and financial
statements prior to its final presentation for approval at the General Shareholders
Meeting
|
(b)
|
|
Propose to the Board of Directors the external auditors and the rating agencies
that will be presented to the General Shareholders Meeting
|
(c)
|
|
Examine and elaborate a report concerning the operations covered by articles 44
and 89 of Law N°18.046
|
(d)
|
|
Examine the remuneration and compensation plans of the senior management
|
Pursuant to the above, these were the main activities of Directors' Committee during
2004:
(a)
|
|
Analysis of the un-audited financial statements
|
(b)
|
|
Analysis the audited financial statements |
(c)
|
|
Analysis and proposal of the external auditors and credit risk rating agencies
|
(d)
|
|
Analysis of the goals and purposes of the Internal Auditor Department |
(e)
|
|
Analysis of the salary and compensation plans of the Company's management
|
(f)
|
|
Analysis of research projects that will be done with the "Institute for R&D
Limited"-which is related to Israel Chemicals Limited |
(g)
|
|
Analysis of matters related to Section 404 of the "Sarbanes-Oxley Act"
|
(h)
|
|
Analysis of certain agreements with subsidiaries and affiliates |
(i)
|
|
Analysis of future investments
|
(j)
|
|
Approval of minutes of previous meeting
|
Article 50 bis states that the Committee should consist of three directors, of which
the majority must be independent from the controller, if any, and that their functions
are to be remunerated.On April 29, 2005, the General Shareholders Meeting agreed
to pay a remuneration of UF50 per director per month, independently of the number
of meetings of the Committee for the period between May 2005 and April 2006, both
included.This remuneration is independent from their compensation as Directors of
the Board. At that same meeting, an operational budget for the Committee of UF1,800
was approved.
The activities carried out by the Committee, as well as the expenses incurred by
it, are to be disclosed at the General Shareholders Meeting.
On June 21, 2005, the Board of Directors approved the establishment of an audit
committee to comply with the requirements of the NYSE corporate governance rules.
The members of the audit committee are Hernán Büchi B., José
Antonio Silva B. and Daniel Yarur Elsaca.Each of the three members meets the NYSE
independence requirements for audit committee members.
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 are required to comply with Rule 303A.06 beginning
July 31, 2005, but are not at any time required to comply with Rule 303A.07.