2003年-世界发展银行全球_Corporate_Governance_Country_Assessment___Chile_21页_853kb

Chile Corporate Governance Assessment Summary (ROSC, May 2003)

I. Core Content

This report, part of the World Bank-IMF Reports on the Observance of Standards and Codes (ROSC) program, evaluates Chile's corporate governance framework and practices in relation to the OECD Principles of Corporate Governance. It highlights the country's progress in establishing a robust legal and regulatory environment for capital markets, while also identifying areas for improvement.

Chile has emerged as a regional leader in corporate governance, with a well-developed legislative and regulatory system. The country's equity market is large and successful, with a significant portion of GDP represented by listed firms. Institutional investors, particularly pension funds, play a major role in the market, and the legal framework is heavily influenced by U.S. law.

II. Main Points

1. Capital Markets Overview

• Market Size and Activity: As of December 2001, the Santiago Stock Exchange listed 249 firms with a total market value of USD 56.3 billion, accounting for 89% of GDP.
• Concentration of Ownership: Corporate ownership is highly concentrated, with business groups and conglomerates dominating the landscape. Around 70% of non-financial listed companies belong to about 50 conglomerates.
• Equity Holdings: Pension funds hold over 30% of total assets, with domestic equity holdings at USD 3.5 billion (10% of total portfolio and 7% of national market capitalization).
• Market Participants: Three main regulatory bodies oversee financial markets: the Superintendent of Securities and Insurance (SVS), the Superintendent of Banks and Financial Institutions (SBIF), and the Superintendent of Pension Fund Managers (SAFP).

2. Legal and Regulatory Framework

• Key Laws: The Securities Market Law (SML) and the Corporation Law (CL) form the core of the legal framework.
• Reforms: Both laws were overhauled in 2000 by Law 19,705 (Ley de OPA), which introduced greater transparency and shareholder rights.
• Future Amendments: The government proposed amendments to the SML to increase flexibility for private companies, to be submitted to Congress in March 2003.

3. Shareholder Rights and Practices

• Rights of Shareholders: Shareholders have the right to vote, elect board members, and receive information on corporate matters.
• Disclosure: Ownership above certain thresholds (10%, 33%, 50%, 66%) must be disclosed, and there are provisions for dual class shares.
• Tender Offers: The Ley de OPA mandates that control changes must occur through tender offers, ensuring equal treatment of all shareholders.
• Voting Rights: Pension funds are active in corporate governance, and their voting rights are legally enforced, though not fully transparent to fund members.

4. Equitable Treatment of Shareholders

• Anti-Insider Trading: Insider trading is a criminal offense, but enforcement is weak due to lack of electronic surveillance and access to investor records.
• Related Party Transactions: These must be disclosed and approved, but identifying related parties is challenging due to complex ownership structures.

III. Key Findings

• OECD Compliance: Chile scores well on the OECD Principles, with 14 out of 23 principles observed or largely observed.
• Market Transparency: While the market is transparent, there are concerns about the lack of real-time settlement systems and the complexity of ownership structures.
• Institutional Investors: Active in the market, especially pension funds, but their influence is not fully reflected in governance practices.
• Regulatory Challenges: SVS lacks resources and tools for effective enforcement, and the judicial system is slow and cumbersome.

IV. Policy Recommendations

The report outlines three broad categories of recommendations:

1. Legislative Reform

• Amend the Corporation Law and Securities Market Law to allow information dissemination via the Internet and email.
• Set a time frame for full compliance with G30 recommendations.
• Introduce requirements for pension funds to disclose their voting policies to members, similar to practices in the U.S. and U.K.

2. Institutional Strengthening

• Increase transparency and accountability of SVS.
• Provide additional resources to SVS to enhance market surveillance.
• Develop an electronic surveillance system for detecting insider trading.
• Establish a road map to improve enforcement of investor property rights.

3. Voluntary and Private Initiatives

• Create an Institute of Directors to provide training and promote best practices.
• Organize seminars to discuss international best practices in corporate governance and stakeholder relations.
• Consider introducing performance-enhancement mechanisms for stakeholder participation, such as corporate social responsibility initiatives.

V. Additional Notes

• Pyramid Structures: Common in Chile, with holding companies at the top rarely listed.
• ADR Programs: 25 Chilean firms have ADR programs, contributing to 50% of total turnover.
• Corporate Groups: These are seen as value-enhancing, though they pose challenges for transparency and accountability.

VI. Conclusion

Chile has made significant strides in corporate governance, particularly in enhancing shareholder rights and transparency. However, the country still faces challenges in enforcing regulations, especially regarding insider trading and related party transactions. Strengthening institutional capacity and improving legal frameworks are essential for further progress.