Falabella’s Board of Directors is composed of nine members who are appointed for three year periods, and may be re-elected indefinitely. The Board does not have any alternate members. The Annual General Shareholders’ Meeting was held on April 18, 2023 that appointed the current directors of the Company for the statutory 3 year period. Falabella’s Board of Directors is composed by the following members:
Director since:
2023
Position:
Chairman of the Board of Directors
Other responsibilities outside Empresas Falabella:
Director of Molymet
Education:
Bachelor of Business, Administration and Economy from Universidad Adolfo Ibañez
Master of Science, London School of Economics and Political Science.
Director since:
2002
Position:
Vice-Chairman of the Board of Directors
Other responsibilities outside Empresas Falabella:
Director of several companies, including Corinvest S.A., where he is also an active member of the investment committees of the FIP he manages. Serves on the board of non-profit entities, such as Fundación Caserta, which focuses on providing school education to students at social risk and Fundación Meri, which supports scientific research and methods of land conservation in Patagonia.
Founder and Chairman of Corso Inversiones, the family office of the Cortés Solari family.
Education:
Bachelor of Science in Business Administration with mention on economy from the University of Nevada, United States.
Director since:
2011
Position:
Member of the Board of Directors
Other responsibilities outside Empresas Falabella:
Mr. Solari has served as Managing Director of Megeve, a group that invests directly in private equity, stocks and bonds in Latin America, with a multi-sector focus including, among others, real estate, energy, water and mining. He previously worked at Booz Allen & Hamilton and Empresas Falabella.
Member of the executive counsel of the think tank “Centro de Estudios Públicos”, Vice President of the Fundación Paz Ciudadana and counselor of the foundation Aptus, which gives support to low-income students.
Education:
Civil Engineer from the Universidad Católica de Chile, where he graduated magna cum laude
MBA from the Wharton School at the University of Pennsylvania.
Director since:
2003
Position:
Member of the Board of Directors
Other responsibilities outside Empresas Falabella:
Director of the family office Grupo Auguri.
Director since:
2014
Position:
Member of the Board of Directors
Other responsibilities outside Empresas Falabella:
Executive Director of Sociedad de Inversiones y Rentas Liguria Ltda.
Education:
Degree in the Science of Management from Universidad de Chile
MBA from Adolfo Ibañez University and Deusto University (Bilbao, Spain).
Director since:
2003
Position:
Member of the Board of Directors
Other responsibilities outside Empresas Falabella:
Chairman and CEO of Empresas Dersa and Inder SpA., Founder and Chairman of Pesquera Friosur S.A. and Salmones Friosur S.A.. Member of the board of Tecnofast, Grupo Alto and Aza. Founder and member of the board of Austral Capital Partners S.A. (Ventura Capital Fund). Also participates in the board of several non-profit organisations and foundations such as Endeavor Foundation (Chile), Carmen Goudie Foundation (family foundation for developing education in Chile); member of the Economic Advisory Council to the President of Pontificia Universidad Católica de Chile, of the Advisory Board of the Engineering School of Pontificia Universidad Católica de Chile and of the Advisory Board the Magazine Mensaje.
Co-founder of different important corporations as Derco S.A., biggest vehicle distributor in Chile and Sodimac S.A. (which merged with Empresas Falabella in 2003).
Education:
Industrial Engineer from Pontificia Universidad Católica de Chile
M.A. from Lancaster University, UK.
Director since:
2023
Position:
Member of the Board of Directors
Education:
Industrial Engineer from Pontificia Universidad Católica de Chile graduated with Highest Distinction (Summa cum laude).
MBA from the University of Chicago. University of Chicago Booth School of Business Distinguished Alumnus Award.
Director since:
2023
Position:
Member of the Board of Directors (Independent)
Education:
Bachelor of Business, Administration and Economy from the Universidad de Santiago.
Director since:
2023
Position:
Member of the Board of Directors (Independent)
Other responsibilities in Empresas Falabella:
He works as Director of the following companies: AMMO Varejo, Kalunga, C&A Brasil, Centauro, Cobasi, GOL Linhas Aéreas. He is a partner of HiPartners Capital&Work, Venddor S.A., Supply4Med, Onmi55.
Education:
Electronic Engineering, Military Engineering (IME).
Master in Digital Systems, Polytechnic School (USP)
Falabella has, in accordance with the requirements of the Corporations Law, a Directors’ Committee made up of three members, which deals with the matters entrusted to it by the aforementioned law.
In use of the legal faculty that allows the Board of Directors to delegate part of its faculties to a Directors’ committee, Falabella has a Compensation and Talent Committee and a Strategy Committee.
Its function is to analyze the remuneration policies, evaluations and talent management and, when appropriate, review the nominations of directors to the different companies of the company.
Its objective is to evaluate and make proposals to the Board regarding industry trends and their implications for Falabella, as well as the strategic opportunities presented by the business with a focus on the medium and long term.
More information about the Board Committees can be found in the Annual Report.
In accordance with the provisions of article 50 bis of Law 18,046 on Corporations, the Board of Directors of Falabella S.A. has two independent Directors: Andrés Roccatagliata Orsini and Germán Quiroga Vilardo. The same law establishes which companies must have independent directors, when a director is considered non-independent, the process for appointing the director, and the declarations independent director candidates must submit to the company prior to their election.
For more information about Law 18,046, click here.
The Board of Directors of Falabella S.A. continuously manages the risks related to the business in economic, social and environmental matters.
Falabella has three areas of governance and risk management: i) The Board of Directors manages risks in accordance with the provisions of the Risk Control and Management Policy and, at least once a year, the results of said management; ii) In addition, the Board of Directors meets every six months with a business unit to analyze the proper functioning of the risk management process (detection, categorization and monitoring of risks), a meeting attended by the General Manager of the respective business and the Corporate Manager Internal Audit; iii) Finally, each of Falabella’s businesses has a Sustainability Committee in which a member of the subsidiary’s Board of Directors, the General Manager of the same, the Managers of the areas linked to the business strategy and the Managers in charge of sustainability projects. The purpose of this committee is to review compliance with the guidelines issued by the Board of Directors, approve the strategies and review the progress made.
In addition, Falabella S.A. It has risk committees that meet quarterly, in which the direct reports of the General Management (functions and businesses) present to the CEO how they are managing risks. Likewise, the business units of Falabella S.A. have risk committees whose purpose is to analyze the potential risks of their respective businesses. These committees meet regularly and are made up of the main executives of each business, including the respective general manager, and in some cases directors also participate.
The directors of Falabella S.A. and the main business units also analyze the company’s potential risks at board meetings, directors’ committee meetings and audit committee meetings in the case of some subsidiaries.
The Board of Directors met 18 times during 2023. In accordance with the bylaws of Falabella S.A., there is no minimum attendance required of the directors, but the attendance of at least five of the members of the Board of Directors is required to be able to meet.
Each year, the board of directors conducts a self-assessment of its performance against a set of corporate governance guidelines, as required by Chilean law. This evaluation considers the operation and composition of the board of directors, the relationship between the company, shareholders and the public, and risk management and control.
Additionally, the directors are subject to an annual evaluation that is carried out by an external consulting firm, which consists of applying a questionnaire to the Company’s directors on corporate governance practices. The objective of this questionnaire is to generate a diagnosis on the definition of roles and responsibilities in the management of the Company, the structures and processes necessary in decision-making, the level of dedication of the directors, among others, with the objective of evaluating the effectiveness and efficient performance of the Board.
In accordance with the law and Falabella’s bylaws, all directors receive the same remuneration for the performance of their duties, which is set annually by the Ordinary Shareholders’ Meeting. The Chairman of the Board of Directors also receives an additional amount due to the functions that he must perform for his position.
More information can be found in the Annual Reports and in the section on Shareholders’ Meetings.
