The standard regulates the minimum content that must be included in the customary policy of open stock corporations and special stock corporations.
On Monday, January 8, the Financial Market Commission (CMF), after a public consultation held between October 10 and 31, 2023, published a new rule that aims to improve the standards for transactions with related parties.
This initiative raises the considerations that entities must take into account in regular operations and those typical of the ordinary course of business. In addition, they must make transparent the operations that have been carried out within the framework of the customary policy.
The new regulations establish that the normal operating policies of open stock corporations and special stock corporations must include, as a minimum, the following matters:
- Date of approval of the policy by the Board of Directors and date of last modification.
- Justification of the need to have a customary policy considering the particular case of the company.
- Characteristics and conditions that transactions must meet in order to be carried out under the regularity policy: types of counterparties to transactions based on the nature of the relationship with the company; criteria that transactions must meet in order to be considered regular; maximum amount per transaction; and other restrictions imposed by the Board of Directors.
- Control mechanisms to which the operations intended to be carried out or that have been carried out under the policy will be subject.
- Responsible for compliance with the control mechanisms indicated by the policy, including the circumstances that safeguard their independence of judgment.
- Mechanisms for dissemination of these policies.
In relation to the dissemination of information, the regulation stipulates that open stock corporations and special stock corporations that hold securities registered in the registry kept by the CMF must prepare a semi-annual report of all transactions made with related parties and publish it on their web page within the month following the six-month period they report.
Regarding its entry into force, it is established that the provisions will become effective as of September 1, 2024.
In this way, the entities that have policies of habituality must adapt them to the provisions of this regulation. Said policies will be approved by the Board of Directors and made available to the public no later than August 30, 2024. The adjustments made to the customary policies will be in force at the time the regulation comes into effect.
Details of the regulations are available in the Regulations in Consultation section of the CFC website [Review here].
To discuss the implications of the standard, please contact our Corporate and Business team:
Álvaro Rosenblut | Partner | arosenblut@az.cl
Vicente Martínez | Senior Associate | vmartinezw@az.cl
Raimundo Busquet | Associate | rbusquet@az.cl
