Conflict of Interest

A conflict of interest is understood to be any situation whereby, due to an internal or external personal relationship, a director, executive, administrator, employee or liquidator has a particular interest that is opposed to the interests of the Company, in terms that prevent him/her from making objective decisions, or that cannot but appear to do so, and in the best interest of Masisa, or that implies taking for him/herself or for related third parties a business opportunity through the use of property, information or corporate position.

In general, Masisa's collaborators shall avoid situations in which conflicts of interest may arise between their duties and responsibilities as employees of the Company and their personal relationships.

When the situation described above is seen as possible or probable, it shall be considered a risk and therefore shall also be managed as such.

The management of conflicts of interest shall be subject to the following rules:

Directors, executives and collaborators of Masisa, as well as its Related Parties, that is, spouses, partners or relatives up to the second degree of consanguinity or affinity (grandparents, parents, siblings, children, grandchildren, in-laws, brothers and sisters-in-law) and Companies, in general, in which an executive or collaborator of Masisa is a director or owner of more than 10% of its capital, may not enter into acts or contracts with the Company, especially contracts for the purchase and/or sale of goods and/or services, without such acts or contracts being previously reviewed and approved.

The procedure for reporting conflicts of interest shall be carried out in accordance with the current policy on the matter, which basically states that any director, executive, administrator, employee or liquidator shall disclose to Masisa's Legal Manager any conflict of interest immediately upon becoming aware of it. The act, contract or negotiation that motivates such Conflict of Interest must be reported, as well as the reason for which it arises. Unless express, prior and written authorization is given by the Board of Directors, the Directors' Committee or the Legal Manager, the person affected by the Conflict of Interest may not continue to participate in the operation in question.

The aforementioned Legal Manager shall adopt a well-founded resolution on the possible Conflict of Interest, strictly adhering to the obligations that correspond to him/her in this procedure. This resolution shall be communicated to the person involved in the Conflict of Interest, and reported to the Directors' Committee, or to the Board of Directors, in the event that the person involved is a member of the Directors' Committee, at the following meeting.

If the Conflict of Interest affects a director or Corporate Manager of Masisa, it shall be analyzed at the next meeting of the Directors' Committee, or at the next meeting of the Board of Directors if the person involved is a member of said committee, for which purpose the Legal Management shall deliver a report to the directors with due notice. At said meeting, the person involved in the respective Conflict of Interest shall make a presentation explaining what the Conflict of Interest is, the reasons and possible solutions, among others. The Directors' Committee, or the Board of Directors, as the case may be, shall vote on whether a Conflict of Interest exists.

If the decision is to be made by the Board of Directors and there are directors involved in the Conflict of Interest, they shall abstain from voting. If a Conflict of Interest exists, the Directors' Committee or the Board of Directors, as appropriate, may designate the Ethics Committee to review the case and determine whether the business, agreement or decision in question can be carried out without any Conflict of Interest. Notwithstanding the foregoing, if at the corresponding meeting the Directors' Committee or the Board of Directors, as the case may be, considers that it already has all the necessary background information to make a definitive decision, it may do so now, indicating the steps to be followed in the transaction described above.

In the event that the Legal Manager is involved in a Conflict of Interest, his or her obligations, duties and functions in the procedure described in this section of the Policy shall be fulfilled by a member of the Directors' Committee, designated by said body.

The approving bodies shall ensure that such acts and contracts contribute to the corporate interest and conform in price, terms and conditions to those prevailing in the market at the time of their approval. In any case, such transactions must comply with the legal provisions in force.

In addition to the authorizations indicated in the preceding paragraph and in any situation of conflict of interest or risk of conflict, the Director, Executive or collaborator must abstain from participating in any of the stages of the act, contract or service in which a conflict of interest arises. Directors, executives and collaborators may not participate in the ownership or administration of companies, except open corporations, nor carry out negotiations by themselves or through a third party, in the same line of business as Masisa, unless there is written authorization issued by the Board of Directors of Masisa, in the case of Chief Executives. For other employees, the authorization of the Corporate General Manager shall be sufficient.

In order to ensure adequate knowledge and management of matters that could give rise to conflicts of interest, Directors, senior executives and collaborators in general shall answer an annual survey on this matter and shall report each time there is any change related to what was previously reported, of their businesses, activities and main investments in which they have an interest, either directly or through any of their related persons.

For the identification of conflicts of interest, a period of 18 months shall be considered prior to the execution of the act or contract giving rise to the conflict of interest.

Regarding operations with Related Parties, it is the responsibility of the Directors to supervise and manage possible conflicts of interest of managers or other Directors, in order to avoid:

  • Misuse of Masisa's assets.
  • Abusive transactions between related parties.
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