Chile’s Social Security Authority has published this draft circular with the aim of promoting good corporate government practice on the part of Employers’ Mutual Societies.

Mutual societies are privately owned non-profit corporations with the purpose of managing social security provision for workplace accidents and illness, an insurance cover that is funded mainly by social security contributions and surpluses. Because of their non-profit nature, the Authority has issued this draft circular in order to promote solid corporate governance structures in the mutual societies; this makes their long term sustainability viable and ensures the effective delivery of medical, monetary and accident prevention provision.

ANNUAL GENERAL MEETING

The draft circular contains the requirement that mutual societies hold an annual general meeting during which member institutions are informed of the most important issues affecting the society’s activity and management.

There will be at least one ordinary general meeting a year, to be convened with a minimum of 15 days’ notice.  Mutual societies’ bylaws will regulate the conditions for convening extraordinary general meetings (quorum for attendance and voting, how meetings are called, etc).

BOARD OF DIRECTORS

The Board is the mutual society’s highest organ of administration. The draft circular calls for a separation between the institution’s administrative direction and its execution, that is, between the Board and senior management, in order to ensure the independence of both functions.

Thus, the Board will have to hold meetings at least once a year without the attendance of senior management, to discuss the internal and external audit reports, as well as to assess the performance of the chief executive officer and other senior executives.

How it works

Board meetings will be held at the request of the Chair, or with the frequency that the Board itself stipulates. A schedule of the meetings throughout the year should be made available to the Board directors, to which they should have regular access so that they have complete, accurate and relevant information about the institution. In any event, board members should receive the information germane to the meetings at least 5 days beforehand, as well as the specific documents about the issues under discussion.

Mutual societies must also have a channel of information so that directors are continually made aware of issues that affect the organisation.

Furthermore, they should have communication channels to keep members and associates of the mutual society informed on a permanent basis about matters concerning the society and its corporate governance (election of board directors, relevant facts, statutory and legal requirements that must be met by the directors, dates of the members’ general meetings, etc).

Composition

The Board should be made up in equal measure of representatives of the Society’s member companies and employees providing services to these companies. Board members will be appointed to their posts for periods of 3 years and may be re-elected for a maximum of 2 consecutive terms.

Alternate directors may be appointed to take part in Board meetings; they will have the right to vote only in the event of the absence of the titular directors. They may also be members of the Board’s supporting committees.

Mutual societies should have formal induction and training procedures and mechanisms in place for their board directors, so that the latter are kept permanently up to date and have the knowledge and basic skillsets to fulfil their position effectively. To this end, a training programme should be drawn up every year identifying the areas to be covered.

Both the Board and its support committees may be advised by in-house or external professionals, as required, who will take part in meetings as guests to respond to directors’ specific needs.

Board directors’ roles and responsibilities

The draft circular defines the director’s functions and responsibilities, separating them into the following areas: strategic issues; entity’s structure; monitoring and control; issues relating to the context and transparency; internal regulatory compliance and legality, among others.

In order to ensure that the Board has the necessary resources to carry out its functions and responsibilities, an annual budget should be approved for it to operate, with provision made for per diems, travel allowances, fees for taking part in the support committees, fees for advisory services as may be necessary, among others.

The draft circular contains a section on conflicts of interest, making explicit the obligation of the Board, the members of management and all other mutual society employees to behave responsibly, faithfully and ethically in the event of such conflicts. Also the Board’s duty to inform and to be informed about conflicts of interest.

Chair

The Chair of the Board should take on a leadership role during meetings and will be responsible for the effective and efficient running of the same. The Chair has the following functions: to set the agenda for each meeting; to ensure that directors fulfil their roles, to set up procedures for handling potential conflicts of interest that may arise, etc. The Chair will have the casting vote in the event of a tie in the adoption of a resolution.

COMMITTEES

In order to inform their decisions, the Board may set up support committees, which will be made up of at least one director representing the member institutions and one representing workers.

The Board committees’ aims, roles, meetings, voting mechanisms etc will be regulated in their own statutes. In any event, the committees should report regularly to the Board of Directors about their work plan and how it is going, as well as presenting an annual synopsis of their achievements and work in progress.

The Board of Directors should set up, at the very least, a Risk Committee, a Prevention Committee, an Audit Committee and an Ethics Committee.

CHIEF EXECUTIVE OFFICER AND SENIOR MANAGEMENT

The CEO of each mutual society will be responsible for the institution’s day-to-day management. He or she will be appointed by the Board and may not hold the post for more than 10 years.

His/her remuneration will be set by the Board. It should be consistent with the institution’s financial situation and reflect his/her personal capabilities. It may consist of a fixed amount and another that is variable, linked to the Manager’s performance and the degree to which the society’s targets are being achieved. A formal, transparent procedure should be followed when deciding remuneration, with a review of the parameters and values used at least every 3 years.

LEGAL, INTERNAL AND EXTERNAL AUDIT

Mutual societies should have a department of legal affairs, led by a chief legal officer, who is answerable only to the Board of Directors. The department’s independence from the institution’s other organs must be guaranteed in order to ensure its impartiality.

The draft circular also describes the roles of Internal Audit and External Audit. The Internal Audit must assess the degree of compliance with the institution’s policies and procedures, and its chief officer will have access to the Board through the Audit Committee. The External Auditor, an external company hired by the mutual society, will audit the entity’s financial statements and report directly to the Board.

ASSESSMENT

Mutual societies should conduct an annual assessment of corporate governance, of the CEO,  the Chief Legal Officer (CLO) and the Internal Auditor Officer.

Specifically, the corporate governance assessment will follow the format shown in Appendix I of the project and may be delegated to an external consultancy. In any event, a report should be prepared with the results of the assessment that will include the action plan that has been designed to mitigate any weaknesses identified. The report will be approved by the Board of the mutual society and submitted to the Authority by the end of March at the latest.

MINIMUM STANDARDS

This Circular endeavours to set a framework of minimum standards to serve as a benchmark for the corporate governance of mutual societies, based on international governance principles.