Metro de Santiago’s administration is managed by a Board of Directors, comprised of a chairman, vice chairman and five board members. Twenty-four regular board meetings were held in 2015.
Metro’s General Manager, the Office of Comptroller and the Head of the Law 20,393 Crime Prevention Model are under the Board ofDirector’s purview.
At year-end 2015, the General Manager was in charge of managing the Company through the following ten Corporate Managements: Human Resources; Administration and Finance; Planning and International Relations, Corporate Affairs and Sustainability, Points of Sales, Business & Project Development; Engineering and Technology; Operations and Services; and Maintenance; in addition to receiving direct support from the Legal Department. Two additional positions were added to the ranks in 2015, to wit, Information Security Officer and Advisor to the General Manage
The Board of Directors composition did not undergo any changes in 2015.
At the 24th Regular Shareholders’ Meeting held on April 28th, 2015, shareholders appointed the following board members: Rodrigo Azócar Hidalgo, Carlos Mladinic Alonso, Juan Carlos Muñoz Abogabir, Claudio Soto Gamboa, Vicente Pardo Díaz, Paulina Soriano Fuenzalida, and Karen Poniachik Pollak. At the 869th Board of Directors’ Meeting held on May 11th, 2015, board members agreed to appoint Rodrigo Azócar Hidalgo as Chairman of the Board and Paulina Soriano Fuenzalida as Vice Chair.
During the January 1st, 2015—December 31st, 2015 period, the following auditing firms were paid for services rendered as follows:
Regarding other advisory services, neither the Board of Directors nor Board Committees hired other services directly in 2015.
There are four Directors’ Committees as follows:
this committee is in charge of reviewing the guidelines for development of extensions and new line projects.
this committee addresses the company’s strategic and managerial aspects pertaining to business development, encompassing operational and service-related topics, planning and control, engineering and technology, human resources and commercial affairs.
This committee looks out for the company’s financial resources, ensuring they are managed efficiently and in accordance with established procedures. In addition to the latter, this committee is apprised of the company’s accounting principles and possible changes thereto. It supervises internal auditing and issues opinions regarding the independent auditing of the company’s financial statements, along with reviewing the risk matrix and its associated mitigation plan.
This non-decision-making committee was founded in 2015 with a view to closely analyze complicated technical matters arising in connection with projects under way. The committee is comprised of all board members.
The abovementioned is merely an example and does not entail a complete description of all functions performed by the committees, which address sundry issues affecting the company as they develop. In 2015, the board committees were made up as follows:
Cristian Ruiz Santibáñez was Acting Secretary of the Board of Directors and Board Committees up until January 26th, 2015, and thereafter it was Patricio Véliz Möller.
Cristian Ruiz Santibáñez was Acting Secretary of the Board of Directors and Board Committees in 2014.
Metro’s senior executives and board members do not hold any shares of company capital since the Chilean State is the company’s sole shareholder.
On January 2nd, 2015, Gastón Quezada Rissetti, Engineering and Technology Manager, ceased to be a member of the Managerial Team.
In October 1st, 2015, the company’s organizational structure underwent some changes. The Commercial and Corporate Affairs Management department was split into three separate departments as follows: Corporate Affairs and Sustainability Management, Business Management, and Points of Sale Management. As a result, the former Commercial and Corporate Affairs Manager, Álvaro Caballero Rey, left the company ranks while Germán Morales Gaarn joined the firm as Engineering and Technology Manager, and Sebastián Court Benvenuto took over as Points of Sale Manager. A few departments were also shuffled around at the assistant manager level, thereby making way for the new Planning and International Relations Management in lieu of the former Planning and Management Control Department.
On October 5th, 2015, María Irene Soto Layseca was appointed Corporate Affairs and Sustainability Manager, and Iván Zambelli Klenner joined the company on October 26th, 2015 as Business Manager.
The following tables contains a 2014-2015 comparison of annual compensation paid to board members for services rendered, in thousands of Chilean pesos:
The following corresponds to allowances and board member compensation for attending each board meeting, and includes lump sum for attending Board Committees.
In 2015, the company disbursed a total of M$5,709 Chilean pesos in travel expenses. and M$4,476 Chilean pesos in 2014.
M$913 Chilean pesos in per diem in 2015 while received M$1,576 Chilean pesos in per diem in 2014.
The General Manager’s 2015 compensation amounted to M$169,794 (M$180,749 Chilean pesos in 2014) while compensation received by other managers (senior executives) totaled M$1,377,887 (M$1,191,435 Chilean pesos in 2014).
During the first quarter of each year, managers are entitled to an individual annual bonus calculated on the basis of company results and an individual performance during the previous calendar year, subject to annual approval by the company’s Board of Directors.
Neither shareholders nor board committees issued requests to submit remarks or proposals to this Annual Report.