Chile: Financial Market Commission establishes new requirements for independent directors
Chile’s Financial Market Commission (CMF, for its Spanish translation) issued General Rule No. 533 (NCG 533) on March 12, 2025, which defines the requirements and conditions for being considered an independent director and regulates the policy for the election of directors in subsidiaries.
This regulation, issued within Article 50 bis of the Corporations Law, sets forth the criteria for determining when a director may be considered independent. It incorporates provisions aligned with international principles and solutions adopted in other jurisdictions.
NCG 533 states that individuals will not be considered independent directors if, during the last 18 months, they have had any relationship, interest, or economic, professional, credit, or commercial dependence of a relevant nature or volume with the respective company. This applies to those who meet any of the following conditions:
a) Entering, directly or indirectly, transactions or contracts with the corporation, its group companies, or its controlling entity for an amount equal to or greater than 25 percent of their average annual gross income, calculated over the last three fiscal years, beyond their role as a director.
b) Holding, directly or indirectly, credits with the corporation, its group companies, or its controlling entity for an amount equal to or greater than 25 percent of their average annual gross income, calculated over the last three fiscal years, excluding credits for acquiring their primary residence.
c) Holding more than a 10-percent stake in the capital of another entity in which the corporation, its group companies, or its controlling entity also hold more than a 10-percent stake.
d) Being founders or directors of a foundation or corporation that receives annual contributions equal to or greater than 5 percent of the total revenues of that entity, where the corporation, its group companies, or its controlling entity make such contributions.
e) Holding a stake equal to or greater than 10 percent of the equity in a corporation where the corporation, its group companies, or its controlling entity also have stakes equal to or greater than 10 percent.
f) Having served as directors, managers, administrators, or senior executives of a company for which the corporation is the legal successor.
NCG 533 will come into effect on November 11, 2026. Therefore, independent directors in any of the described situations have until May 10, 2025 to modify their status and avoid disqualification.
Additionally, NCG 533 regulates the election of directors in subsidiaries, requiring the board of directors of the parent company of a CMF-regulated company to establish and disclose a general policy for the election of directors in its subsidiary companies. This policy must include minimum requirements regarding candidates' professional suitability, relationship with the parent company, director election process, and disclosure mechanisms. This policy must be adjusted no later than December 11, 2025.
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