On November 17, 2020, the Comisión para el Mercado Financiero (“CMF”) published the General Rule N°450 (“NCG 450”), which gives instructions regarding the technological means authorized to hold board meetings and revokes the circular N°1.530 of 2001 of the CMF. In this respect, NCG 450 mainly regulates the following aspects:
1. Authorized technological means: any system of bidirectional transmission and reception of sounds, images or information, which allows the interaction of the directors in real time, simultaneously and permanently.
2. Duties of the board of directors, the general manager and the company:
a) Companies must have at least one system that allows directors to exercise their right to attend board meetings remotely, which must be at no cost to them. For the purposes of the place where the meeting is held, the registered office is understood to be both the legal address of the company and the virtual one, composed of the different systems and means made available by the company.
b) The general manager or the secretary of the board of directors, if the function has been delegated to him, must communicate to each director, with due notice, the form and schedules in which the systems will be available, and must also provide them with the information and documentation that the directors need to deliberate and define the matters to be dealt with at the meeting.
c) It is the responsibility of the president, or whoever acts as president, and the secretary of the board of directors, to record in the minutes the certification of the following:
c.1. That the remote assistance system or systems are enabled, allowing all directors to attend and participate, as well as being connected during the entire session simultaneously and permanently; and
c.2. The identity of those who used such system(s) to participate in the session
d) The deliberations and agreements of each session must be recorded in minutes stored on physical or digital media, which guarantee their fidelity and integrity, and which must be signed (physically or by electronic signature) by all the directors who attended the session, by means of mechanisms that provide certainty regarding the authenticity of the signatures of those directors