CODE OF ETHICS
QUINENCO S.A.
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Exhibit 11.1
(TRANSLATION FROM SPANISH)
Chapter I
APPLICATION
Article 1
This code of ethics applies to all Employees of Quinenco S.A. who possess
a current employment contract with the company (hereinafter "Employees").
Given their role in critical areas of the company such as the administration,
internal control and preparation and distribution of information to shareholders
and the public at large, this code of ethics is of particular relevance to the
Chief Executive Officer, Chief Financial Officer, Controller, Chief Accountant
and any officer assuming a similar role of responsibility in the company,
regardless of their job title.
This code of ethics shall be applicable to Employees of those subsidiary
companies of Quinenco S.A. that have agreed to comply with it.
It is the obligation of all persons subject to this code of ethics to
understand and fully comply with its provisions.
Chapter II
COMPLIANCE WITH LAWS AND REGULATIONS
Article 2
All Employees must fully comply with applicable laws and regulations in
connection with their job functions in the company.
Employees must ensure that all information they prepare or provide to
shareholders, the public and regulatory or supervisory agencies, both in Chile
and abroad, is true, accurate and complete.
Article 3
Employees are especially prohibited from:
(a) inducing other Employees, external auditors or risk classification
agencies to produce information that is knowingly incorrect or to hide or
omit information.
(b) producing false information or omitting relevant or material information
in presentations to the Board of Directors or shareholders.
(c) obstructing or impeding any investigation being carried out to establish
either their own responsibility or the responsibility of other Employees,
including senior officers with respect to the management of the company.
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CODE OF ETHICS
QUINENCO S.A.
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Article 4
If an Employee is uncertain as to what is considered appropriate conduct
in any instance, he or she should consult their immediate supervisor, or if
preferred, the Ethics Committee, described in Chapter X of this code of ethics.
Questions regarding compliance with laws or regulations may de directed to
the Legal Department of Quinenco S.A..
Chapter III
CONFLICTS OF INTEREST
Article 5
Employees should always be alert to situations that can compromise the
trust placed in them by the company and should strive to avoid any type of
conflict between their personal interests and those of Quinenco S.A.
A conflict of interest exists when the personal interests of an Employee,
whether financial or otherwise, interferes or appears to interfere in any way
with the interests of Quinenco S.A.
In these matters, Employees shall adhere to the general rules and policies
set out in this code of ethics and principles of honesty, morality and good
faith.
Article 6
Quinenco S.A. recognizes and respects the right of each Employee to carry
out personal activities during non-working hours whether they be of a financial,
commercial or other nature, as long as such activities are legal, and do not
interfere or conflict with the full compliance of the employee's duties at
Quinenco S.A. Likewise, such activities may not be harmful to Quinenco S.A., nor
may they involve use of the company's name, reputation, creditworthiness,
property, brands, licenses, relationships, influence, confidential information
or anything else related to or owned by the company.
Employees must comply with established working hours in order to
satisfactorily perform their job duties.
Article 7
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QUINENCO S.A.
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Employees must comply with the following requirements in their personal
business relationships with persons or entities outside of Quinenco S.A.,
regardless of whether or not these persons or entities have a commercial
relationship with the company:
(a) avoid transactions, situations or involvement in matters in which an
employee's personal interest is in conflict or appears to be in conflict
with the interests of the company or its commercial counterparts.
(b) always act in accordance with applicable laws and regulations and the
policies of Quinenco S.A., including the provisions of this code of
ethics.
(c) always protect the property, rights, interests, creditworthiness,
reputation, and confidential information belonging to Quinenco S.A.
Article 8
Employees should avoid real and potential conflicts of interest in
relationships or transactions with subsidiary and affiliate companies of
Quinenco S.A., as well as with other Employees and with members of the Board of
Directors of Quinenco S.A.
Article 9
Employees are prohibited, in particular those with executive positions in
the company, to:
(a) propose or attempt to approve modifications of the company's bylaws or
security issues or to adopt policies or make decisions that are not in the
best interest of the company, but rather in their own personal interest or
in the interest of related persons or entities, these being understood to
mean the spouse, children, brothers and sisters, parents, grandparents,
uncles and aunts, grandchildren, brothers/sisters-in-law and their
spouses, cousins, nephews and nieces and any other close relatives, and
companies in which the employee or their spouse or any of the
above-mentioned relatives have ownership, whether as a partner or in any
other way, directly or indirectly, with 10% or more of its capital or in
which they are the administrator or director; and persons for whom the
Employee acts as representative.
(b) borrow money or property that belongs to the company or use, for their own
benefit or that of related persons or entities referred to in letter (a)
of this Article, the property, services or creditworthiness of Quinenco
S.A. without the prior authorization of the Board, in accordance with
applicable law.
(c) use for their own benefit or that of related persons or entities referred
to in letter (a) of this Article, any commercial or business opportunity
they become aware of in connection with their job at the company.
(d) in general, carry out acts contrary to the company's interest or use their
job to obtain undue advantages for themselves, related persons or entities
or third parties.
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QUINENCO S.A.
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Chapter IV
CONFIDENTIAL INFORMATION
Article 10
Confidential information is defined as being information belonging to
Quinenco S.A. that is not intended for public use and has been confidentially
provided to the Employee by the company, the disclosure of which to third
parties could be harmful to the company's interests or to persons having
commercial relationships or negotiations pending with the company. Confidential
information includes, for example, financial data or forecasts, technical
information, plans for acquisitions, disposals, mergers and expansions,
strategies, material contracts, important management changes and other corporate
developments.
Article 11
Employees are forbidden to divulge confidential information to persons
outside the company except when such disclosure is necessary for business
reasons and every safeguard has been taken to prevent its improper use, or when
its disclosure is required to comply with legal and/or regulatory requirements.
Chapter V
PRIVILEGED INFORMATION
Article 12
Privileged information is understood to be any information in relation to
Quinenco S.A. and its subsidiaries or affiliates, and the businesses and
securities issued by these companies, that has not been disclosed to the public
and whose disclosure could by its nature influence the price or quotation of any
issued security. Privileged information is also any information that has been
deemed by the Board of Directors to be of a confidential nature.
Article 13
Employees shall maintain strict secrecy concerning all privileged
information to which they have access in any way and may not use it for their
own or a third party's benefit, nor acquire for themselves or third parties,
directly or indirectly, any securities about which they have privileged
information.
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QUINENCO S.A.
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Employees are also forbidden from using privileged information to obtain
benefits or to avoid losses in relation to any kind of transaction with the
securities to which such information refers or with instruments whose return is
determined by these securities. They should also abstain from communicating such
information to third parties or recommending the acquisition or disposal of such
securities, ensuring to the extent possible, compliance of subordinates or third
parties who have knowledge of the privileged information.
Breach of the above provision is also unlawful and may result in legal
proceedings against the Employee.
Article 14
As certain activities of Quinenco S.A. imply that certain Employees
receive privileged information in carrying out their job function, the company
has introduced a Procedure for Investments by Persons Related to Quinenco S.A.
so as to deter the improper use of privileged information.
It is the duty of all Employees who, through carrying out their work may
have access to privileged information, to strictly comply with the procedure
mentioned in the preceding paragraph. This responsibility is not limited to
persons that are in executive management positions but also extends to all other
Employees, including secretaries, accountants, treasury staff, data processing
staff, etc.
Chapter VI
ACCOUNTING POLICIES
Article 15
The accounting function is essential in the management and internal
control of the company's businesses. It is the source of all the financial
information that the company provides to its shareholders, regulatory
authorities, investors, commercial counterparts, Employees and the public at
large.
The accounting policies and practices of Quinenco S.A. are based on
current legislation and regulations and on accounting principles generally
accepted in Chile and, when appropriate, in the countries where the company
operates.
In addition, Quinenco S.A. files periodic financial and other information
with the Securities and Exchange Commission ("SEC") of the United States of
America, applying accounting principles generally accepted in that country ("US
GAAP").
Article 16
The financial statements of Quinenco must fairly and accurately reflect
the company's financial position, the results of its operations and cash flows.
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QUINENCO S.A.
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Article 17
It is the obligation of each Employee to ensure full compliance with the
company's accounting policies and practices and the instructions of the
regulatory authorities when carrying out their job function, and to ensure that
all subsidiary companies use accounting systems and criteria that are the same
as or compatible with those used by Quinenco S.A. in order to comply with the
obligation to prepare its consolidated balance sheet and financial statements.
Chapter VII
INDEPENDENCE OF THE EXTERNAL AUDITORS
Article 18
Employees are obliged at all times and under any circumstance to preserve
the independence of the company's external auditors, avoiding any improper
conduct or influence on the company's external audit process.
Article 19
Employees must ensure that the external auditors have access to all
accounting records, registers, documents and other information of the company
and its subsidiaries. Employees must cooperate with the external auditors in
carrying out their work in the company and its subsidiaries.
Chapter VIII
INTERNAL CONTROLS
Article 20
Employees must inform the Directors' Committee and external auditors of
any material deficiency or detected weakness they are aware of with respect to
the design and functioning of internal controls that could affect the company's
ability to properly record, process, summarize and disclose its financial
information.
Employees must report any fraudulent situation, whether or not material,
that involves executives or other Employees that have an important role in the
company's internal control process.
Chapter IX
FRAUD
Article 21
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QUINENCO S.A.
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For the purposes of this code of ethics, fraud is understood to mean
deceit or the abuse of trust used to cause financial damage to the company.
Fraud is therefore the means used to defraud.
To defraud is any intentional action or omission that causes damage to the
company carried out by deceitful means or an abuse of trust.
Deceit is any action or maneuver which is knowingly false or cunning and
is intended to mislead, resulting in financial damage to the company.
There is an abuse of trust when financial damage to the company is caused
by intentional actions arising from the misuse of power.
Article 22
Quinenco S.A. has an unwavering position with respect to the treatment,
identification, evaluation and denouncement of any fraud that may be committed
within the company or its subsidiaries.
Moreover, fraud consisting of deliberate acts carried out to produce a
distortion in the company's financial statements that are disclosed to the
public or misuse of the company's property will be punishable.
Article 23
Employees must be aware that that fraudulent behavior or conduct is
strictly prohibited by the company, regardless of any independent judicial
determination.
In the best interests of the company, each Employee must promptly
denounce, through the designated channels of communication, any fraudulent
behavior or conduct that they may be aware of.
In order to facilitate the reporting of such fraudulent behavior or
conduct, the company has established the necessary channels of communication
whereby any Employee may report suspected fraud or attempt to defraud to a
Designated Person of the company.
In the case of Quinenco S.A., the Designated Persons shall be the Human
Resources Manager in the first instance, or otherwise the CEO, who shall order
an investigation by person(s) he deems suitable; in the cases referred to in
Article 24, the suspected or attempted fraud will also be reported to the Ethics
Commission and the Disclosures Committee.
Article 24
While any type of fraud is considered a serious offense, those which
affect the value of the company's assets or liabilities by more than ten
thousand Unidades de Fomento must
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QUINENCO S.A.
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be immediately reported to the Ethics Commission by a Designated Person and, in
turn, the Ethics Commission will carry out an investigation of the denouncement.
The Ethics Commission shall communicate to the Designated Person a
recommended course of action once it has fully analyzed the facts and
circumstances surrounding the denouncement.
Such frauds must also be reported to the Disclosures Committee by the
Designated Person. The Disclosures Committee will then evaluate the need for the
company to publicly disclose the fraud, and if it is to be disclosed, the timing
and manner of doing so.
Article 25
In the case of Quinenco S.A., denouncements may be addressed to
asuntosinternos@lq.cl, where they shall be received by one of the Designated
Persons. This method of receiving denouncements will also be utilized for the
subsidiaries that consolidate with Quinenco S.A.
Any denouncement sent to a Designated Person must state the name of the
person making the denouncement and must be supported by founded arguments.
Employees must refrain from making unsubstantiated or anonymous denouncements.
Any Employee making a denouncement will be asked to provide evidence of
the suspected fraud or wrongdoing.
The identity of the Employee making the denouncement shall remain
confidential at all times.
Article 26
The Designated Person(s), taking into account the recommendation of the
Ethics Commission, shall determine the actions to be followed with respect to
the denouncement.
Chapter X
ETHICS COMMISSION
Article 27
The Ethics Commission of Quinenco S.A. is responsible for preparing and
updating this Code of Ethics, ensuring its compliance, replying to any enquiry
pursuant to Article 4 and for receiving and investigating any denouncement
pursuant to Article 24.
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QUINENCO S.A.
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The Ethics Commission shall comprised of a lawyer belonging to Quinenco's
Legal Department, who shall act as Chairman, the Controller, a manager of the
Finance area, and the Investor Relations Manager.
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