Corporate Governance

Governance Framework

A solid governance framework is the foundation for a company’s growth and consolidation, ensuring transparent, ethical, and responsible management. To guarantee sound corporate governance, CAP Group has established a structure, guidelines, and concrete practices, outlined in its Handbook of Good Corporate Governance Practices. This document defines and integrates the main governance principles and serves as a guide for directors, executives, employees, shareholders, investors, and other stakeholders.

Corporate Governance Structure

Board of Directors

The Board of Directors is the primary corporate governance body at CAP, and as such, it is responsible for approving, monitoring, and overseeing the company’s strategy. It also supervises and supports the company’s management or CEO and facilitates the establishment of appropriate incentives and performance measures to guide the Group’s operations.

The Board stands out for its diversity in multiple areas, including knowledge, skills, perspectives, and experience.

01 Juan Enrique Rassmuss

02 Tadashi Mizuno

03 Carolina Schmidt

04 Patricia Núñez

05 André Sougarret

06 Jorge Salvatierra

07 Roberto De Andraca

Ejecutivos

Nicolás
Burr

Chief Executive Officer (CEO)

Felipe
Gazitúa

Chief Financial Officer (CFO)

Daniel
Carvallo

Legal Counsel

Raimundo Gueneau de Mussy

Development Manager

Jorge
Lagos

Corporate Affairs and Sustainability Manager

Joaquín
Pérez

Internal Audit Manager

Tomás
Vergara

Organizational Development Manager

Risk Management

CAP Group has a Corporate Risk Management Policy, along with a Corporate Framework derived from that policy.

Corporate Risk Management Framework in CAP Group

It provides the main guidelines on methodologies, roles and responsibilities for risk management in the business unit.

It defines the risk dimensions that Group companies take as a basis for raising their own strategic risks, defining controls and action plans. These risk dimensions are reviewed annually by the Corporate Risk Management Committee.

The directors in each business unit participate in ensuring adequate risk management.

Risk Management Cycle

CAP Group's approach to risk management is based on the COSO ERM and ISO 31000 standards and consists of the following steps:

Identify and prioritize risks

Evaluate inherent risks

Identify controls and evaluate residual risks

Define action plans and evaluate objective risks

Compare objective risk with risk appetite proposed by the Board of Directors

PERFECTING MANAGEMENT ACROSS CAP

In 2024, risk workshops were carried out in all of the Group's companies. They addressed each company's main risks, namely:

Risk training course and workshop to all Directors related to the Group's Audit and Risk Committees, as well as for all the first and second lines of each company related to risk management.

Specific environmental risk workshops in CMP.

Workshops on the definition of new strategic risks in Huachipato due to the new operational context.

Compliance

CAP Group has in place a Compliance and Integrity Program composed of policies and organizational structures designed to promote a culture of compliance and to ensure that every person within the Group’s companies shares responsibility for upholding legal standards and ethical principles. In 2024, the Group carried out a comprehensive update of the Program, with a particular focus on strengthening the Crime Prevention Model, in response to the enactment of Chile’s new Economic Crimes Law.

Code of Integrity

The Code of Integrity is a tool that provides clear guidance for making business decisions. It defines the common criteria and principles that govern the proper conduct of internal activities.

Its purpose is to ensure that the Group operates in a conscious, transparent, and responsible manner, fostering strong and lasting relationships with the external environment and with its stakeholders.

This document applies to all CAP Group companies and covers 100% of employees, suppliers, contractors, and subsidiaries.

Integrity Channel

The Integrity Channel is available to all employees and the general public via CAP’s intranet and corporate website. This online tool enables anonymous reporting, and provides each whistleblower with a unique code and password to follow up on the status of their report.

In addition, CAP encourages individuals to directly contact the Compliance Officer with any questions related to these matters. The company also promotes the use of the following email address for inquiries: [email protected]