Empresas estatales

The appointment of the boards of directors in State-Owned Enterprises is different between those that are under the interference of the SEP and those that are not.

In the Comité Sistema de Empresas - SEP companies, the directors of SOEs created by law are appointed directly by Agreement of the Board of Directors of the SEP, implemented through a resolution of its executive management, adjusting to the requirements of the organic norms of SOEs created by law and to the requirements established in the law of corporations, in the case of state-owned companies. In the case of the latter, the SEP Council agrees to propose to the respective Shareholders' Meeting the appointment of the Board of Directors. Regarding the composition of the Board of Directors, the number of directors is established in their organic norms or bylaws, varying between 3 and 7 members.

In the case of the other SOEs, their organic laws establish the form of appointment and composition of their boards of directors.

Thus, the board of directors of Televisión Nacional de Chile is composed of seven members, one of whom is freely elected and removed by the President of the Republic, while the others are approved by the Senate of the Republic at the proposal of the President.

In the case of Banco Estado, the Board of Directors is composed of seven members, six of whom are appointed by the President of the Republic and one is a representative of the workers, chosen by the workers themselves.

The Board of Directors of Codelco is composed of three directors appointed by the President of the Republic, two workers' representatives chosen by the President from a list proposed by the Federación de Trabajadores del Cobre and the Asociación Nacional de Supervisores del Cobre and the Federación de Supervisores del Cobre, and four directors appointed by the President from a short list prepared by the Consejo de Alta Dirección Pública.

ENAMI's board of directors is composed of ten members, including the Minister of Mining, a representative of the Minister of Finance, three directors freely chosen by the President of the Republic, one director appointed by Corfo, two appointed by the Sociedad Nacional de Minería, one appointed by the Instituto de Ingenieros de Minas and one by the Comisión Chilena del Cobre.

ENAP's board of directors is composed of two directors appointed by the President of the Republic, four directors appointed by the President of the Republic, from a shortlist proposed for each position by the Consejo de Alta Dirección Pública and one director appointed by the President of the Republic on the basis of a proposal made by the company's workers.

The company Fondo de Infraestructura S.A. (Desarrollo País) has a board of five members, two of which are appointed by the President of the Republic, chosen from a list of five candidates proposed by the minister of Public Works, and three appointed by the President of the Republic from a list of three candidates proposed for each position by the Consejo de Alta Dirección Pública.

Finally, the companies FAMAE, ENAER and ASMAR have boards of directors made up of members of the Armed Forces.

It varies depending on each company and the term can range from 1 to 8 years.

The workers of public companies created by law are civil servants since such companies are part of the State Administration, but not the workers of State-Owned Enterprises. However, both the workers of public companies created by law and those of state entities are considered public employees for the application of the so-called civil servant crimes of the Criminal Code (Title II, paragraph IV and Title V).  

Some of the organic laws of the public companies created by law establish that workers must be represented on their boards of directors, in some cases with the right to speak and in others with the right to speak and vote. Thus, in the case of Empresa de los Ferrocarriles del Estado and Empresas Portuarias Estatales, the board of directors also includes a workers' representative with the right to speak. In the case of Televisión Nacional de Chile, Banco Estado and Codelco, the workers' representative is a member of the Board of Directors with the right to speak and vote.

Yes, their legal relationship with the companies is governed by the rules of the Labor Code.

There are several rules that regulate conflicts of interest that may affect the directors of State-Owned Enterprises.

In the case of State-Owned Enterprises created by law, these conflicts are governed by the rules of probity of Title III of Law N° 18,575, by the provisions established in their own organic rules and, in some cases, in a supplementary manner, also by the rules applicable to corporations.

In the case of state entities, the rules established in Law No. 18.046 for closed or open corporations, as applicable, apply to them.

In addition, all of them are subject to the prohibitions to contract established in Article 4, paragraphs 6, 8 and 9 of Law No. 19.886, on administrative contracts for the supply and rendering of services.