Itaú CorpBanca Audit and Directors Committees

ITAÚ CORPBANCA
Audit Committee
Our board maintains an audit committee which is currently comprised of five members, including two directors,
one alternate director and two non-director members. The current members of the audit committee are Messrs.
Boris Nicolás Abovic Wiegand, who chairs it, Gustavo Arriagada Morales, Camilo Morales Riquelme, Juan
Echeverría González and Diego Fresco.
The main duties of the audit committee are to review the efficiency of internal control systems, to ensure
compliance with laws and regulations and to have a clear understanding of the risks involved in our business.
The Superintendence of Banks and Financial Institutions of Chile (Superintendencia de Bancos e Instituciones
Financieras, or the SBIF) recommends that at least one of the members of the audit committee, who must also
be a member of the board of directors, be experienced with respect to the accounting procedures and financial
aspects of banking operations. The members of the audit committee appointed by the board of directors must be
independent according to the criteria set by the board of directors. Moreover, they may not accept any payment
or other compensatory fee from us, other than in their capacity as members of the board of directors, of the audit
committee or of other committees. All the members of the audit committee receive a monthly remuneration.
The audit committee’s responsibilities are, among others:
• proposing external auditors and rating agencies to the directors’ committee;
• analyzing and supervising the activities, organizational structure and qualifications of our internal auditing
staff, who report directly to the audit committee;
• analyzing rating agencies’ reports and their content, procedures and scope;
• approving the audit plan for us and our affiliates;
• reviewing audits and internal reports;
• coordinating with internal and external auditors;
• reviewing annual and interim financial statements and informing the board of directors of the results of such
reviews;
• reviewing the reports, procedures and extent of the work of external auditors;
• reviewing the procedures and content of reports from external risk evaluators;
• discussing the effectiveness and reliability of internal control procedures;
• reviewing the performance of information systems, their sufficiency, reliability and use in decision making;
• discussing the observance of internal regulations related to compliance with laws and regulations;
• investigating suspected fraudulent activities;
• reviewing the inspection reports, instructions and presentations from the SBIF;
• reviewing compliance with the annual program of internal auditing;
• informing the board of directors of any change in accounting principles and its effects;
• setting procedures for the reception, consideration and treatment of complaints regarding accounting, internal
accounting controls or other auditing matters, and for the confidential submission by employees of
questionable matters regarding accounting or auditing matters;
• ensuring that internal auditing has the resources and sufficient support to properly perform its duties;
monitoring the solutions provided to identified matters; and generally ensuring the implementation and
consolidation of best practices in the bank.
• approving the crime prevention model and designating the company that will certify it;
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reviewing semiannually the performance of the compliance manager and ensuring that he or she is
empowered with sufficient authority and resources to fulfill his or her duties;
approving the audit charter, the code of ethics and the internal auditing manual;
reviewing the strategic plan, budget and human resource structure of the bank’s comptroller;
proposing to the board of directors the appointment, reappointment or removal of the comptroller manager,
evaluating his or her performance and approving his or her annual compensation;
examining any alleged fraud and potential breaches of laws and regulations communicated through internal
auditing;
setting criteria for the selection and evaluation of the external auditors; and
verifying the compliance of the rotation policy for external auditors.
The audit committee has charters that establish their composition, organization, objectives, duties,
responsibilities and extension of its activities. The SBIF requires the audit committee to meet at least every four
months and to provide an annual written report to the board of directors informing it of its activities. The report
must also be presented to the annual shareholders’ meeting. According to their charter, the audit committee a
meet twice per month.
A description of the experience and qualifications for audit committee members is included below.
Boris Nicolás Abovic Wiegand became a director of Itaú CorpBanca on April 11, 2016. He has held numerous
senior management positions in the Chilean financial industry in the past 30 years. He served in Banco Itaú
Chile as Senior Manager of the Company’s Division and as Senior Manager of the Commercial Division. In Bank
Boston/Bank of America, he served as Executive Director in Individual Banking, among other positions in
Almacenes Paris, Citibank and Banco BHIF. He has served as member of the boards of directors of Redbank
S.A. (board in which he also served as vice chairman), AFP Habitat and Compañía de Seguros Cruz Blanca.
Currently, he is member of the board of directors of Itaú Chile Administradora General de Fondos S.A. and Itaú
Chile de Compañía Seguros S.A. Mr. Abovic holds a B.A. in Business and Administration from Universidad
Adolfo Ibáñez.
Gustavo Arriagada Morales became a director on March 12, 2013. He has held different senior positions since
1979 in the Chilean Production Development Corporation (Corporación para el Fomento de la Producción or
CORFO), Banco de Talca, Chilean Copper Commission (Comisión Nacional del Cobre), Banco de Chile and
Banco del Estado, among others. Mr. Arriagada also served in the Chilean Superintendence of Banks and
Financial Institutions (Superintendencia de Bancos e Instituciones Financieras or SBIF) as director and as
intendent between 1997 and 2005 and as superintendent between 2005 and 2010. He received a B.A. in
Business and Administration and degree in Economics from Universidad de Chile.
Juan Echeverría González currently serves as Corporate Chief Compliance Officer at CorpGroup. He was
previously in charge of Deloitte’s audits of Banco Osorno, BBVA, Banco del Desarrollo, Banco Internacional,
Financiera Condell, Banco CorpBanca Venezuela, and of several services provided to such financial institutions
from 1993 to 2012. Mr. Echeverría is currently a director and a member of the audit committee of CorpGroup
Activos Inmobiliarios S.A., CorpBanca Colombia, Copesa, Compañía de Seguros de Vida Confuturo and
Compañía de Seguros de Vida CorpSeguros and an advisor to the board of directors and audit committee of
Compañía Minera San Geronimo. He has participated in several local and international seminars regarding
corporate governance, restructurings and business acquisitions. Mr. Echeverría received a B.A. in Accounting
from Universidad de Chile and received two Master’s degrees: one in Management and Tax Management and
the other in Business Law, both from Universidad Adolfo Ibáñez.
Camilo Morales Riquelme became an alternate director on April 11, 2016. Mr. Morales worked for 10 years in
the SBIF serving in the Department of Studies between 1982 and 1990. He has also held different positions in
Chilean companies, such as Empresa Nacional de Minería, Banco Santiago, Midway Guaranty S.A. (Subsidiary
of Oppenheimer and Co.), Santander Investment, Banco Bhif and CorpBanca, among others. Mr. Morales has
been professor and lecturer in the Faculty of Economics of Universidad de Santiago, Universidad de Chile and
Universidad Gabriela Mistral and has authored different publications related to the banking industry. Mr. Morales
holds a B.A. in Business and Administration and an Economics Degree from Universidad de Chile and a Master
of Arts in Economics from the University of Minnesota.
Diego Fresco has been a member of Itaú Unibanco Holding S.A.’s audit committee as financial expert since
April 2014. Previously, he held different positions at PricewaterhouseCoopers in Uruguay, Brazil and United
States. Mr. Fresco graduated as public accountant from Universidad de la República Oriental del Uruguay and is
a Certified Public Accountant by the State of Virginia since 2002.
None of Boris Abovic, Gustavo Arriagada, Camilo Morales, Diego Fresco or Juan Echeverría owns shares of
Itaú CorpBanca or is an affiliated person of Itaú CorpBanca or of its subsidiaries.
None of Boris Abovic, Gustavo Arriagada, Camilo Morales or Diego Fresco has any fee arrangement with Itaú
CorpBanca or its subsidiaries.
Juan Echeverría is a member the board of directors and audit committee of CorpBanca Colombia, and receives
compensation according to its bylaws.
Directors Committee
Our board maintains a directors committee which is currently comprised of four members, three of them as
office-holders and one as permanent guest. The current members of the directors committee are Messrs.
Gustavo Arriagada Morales, who chairs it, Fernando Concha Ureta and João Lucas Duchene, the three of them
as office-holders, and Pedro Samhan as permanent guest.
The directors committee’s responsibilities are, among others:
• reviewing the reports of the internal and external auditors, the balance sheet and any other financial
statements presented by;
• the administration to the shareholders, and to sign-off on it prior to its presentation to the shareholders for
approval;
• recommending external auditors and rating agencies to the board of directors;
• reviewing operations with related parties and reporting to the board of directors;
• reviewing the compensation plans of executive officers and principal officers;
• examining the systems of remuneration and compensation plans for managers, senior executives and
employees of the Company;
• preparing an annual report about its activities, including its main recommendations to shareholders;
• other duties required by our By-laws, a shareholders meeting and our board of directors.
The directors committee has charters that establish their composition, organization, objectives, duties,
responsibilities and extension of its activities. The SBIF requires the directors committee to meet at least every
four months and to provide an annual written report to the board of directors informing it of its activities. The
report must also be presented to the annual shareholders’ meeting. According to their charter, the directors
committee a meet twice per month.