Sustainability Report, Download - Via Wines

GOVERNANCE STRUCTURE &
ADMINIstratIVE SYSTEM
Organization
VIA Wines is managed by a board of
directors that defines the company’s
general developmental policies and
strategies relative to both its business
and the area of social responsibility.
The functioning of its corporate governance
is regulated by its Articles of
Incorporation and by the provisions of
the Corporations Law, which establishes
the duties and responsibilities
of the members of the board, which
is composed of 16 members, with 8
directors and 8 alternate directors.
The administration of VIA Wines is the
responsibility of the company’s Chief
Executive Officer and the five managers
who report directly him.
Shareholders
The company’s shareholders meet in
Regular and Extraordinary sessions.
The former takes place annually
within the first four months of the year.
Extraordinary Sessions may be called
as necessary whenever the company
deems it necessary. The decisions
made are binding for both Board members
and shareholders.
Among the attributes of the Regular
Shareholders’ Meeting—and for the
purpose of examining the VIA Wines
accounts, inventory, balance sheet,
and financial statements—is the
annual designation of the external
auditors, in accordance with the record
devised for that purpose by Chile’s
Securities and Exchange Commision
(Superintendencia de Valores y Seguros,
SVS).
In 2010 VIA Wines hired Deloitte Chile
to audit its consolidated financial statements
through December 31, 2010
as well as those of 2009.
VIA Wines has adopted the International
Financial Reporting Standards
(IFRS) accounting principles.
On the occasion of the Annual General
Shareholders’ Meeting, the company’s
Board of Directors reports on the
general balance of operations through
December 31 of each year for their
approval.
Board of Directors
The VIA Wines Board of Directors consists
of 16 members, each elected for
a three-year term. Upon completion of
that term the Board is renewed in its
entirety, although the members may
be reelected indefinitely by the shareholders
during their Regular Meeting.
The Board, which meets regularly at
least four times per year, designates
one of its members to be President,
whose vote determines the outcome
in the case of a tie. Extraordinary sessions
are called by the President of the
Board of Directors or at the request of
one or more of its members with prior
authorization of the president, except
when requested by the majority of
active Board members. The minimum
quorum for attendance at the sessions,
whether regular or extraordinary, is
an absolute majority of the Regular
Directors.
In accordance with the Articles of Incorporation,
the members of the Board
are not remunerated.
The Board is responsible for the
administration of the corporation and
delegating authority to one or more
of its members and executives with
the objective of developing the line of
business. The Board has the power
to appoint the corporation’s General
Manager, who acts under the name of
the Chief Executive Officer.
Chief Executive Officer
The primary function of the Chief
Executive Officer is to administrate the
direction of the company and comply
with the decisions made by the Board.
Likewise, the function of Chief Executive
Officer, along with the President,
Director, Auditor or comptroller of VIA
Wines, S.A.
9