We act ethics and responsibly

We promote integrity in our business activities

We reflect our leadership in the way we do things. Our board of directors and executive team represent the solid principles and values on which Mallplaza has built its more than 30 years of history. 

Acting ethically, with integrity and with no room for malpractice is the basis for leading a regional, multicultural organization that is a leader in its sector. Our goal is to position Mallplaza as a benchmark in Corporate Governance, and as a company committed to integrity and compliance.

 

1. Corporate governance, compliance and integrity


Governance structure

Corporate Governance
At Mallplaza we are concerned about ensuring the proper functioning of our Corporate Governance, so we use as a guide and reference the G20 and OECD Corporate Governance Principles, which help us to evaluate and improve our regulatory framework.

Shareholders: Owners of our company who, among other responsibilities, appoint the members of our Board of Directors and the company's auditors. They are responsible for approving, among other matters, the Annual Report and the Dividend Policy. If necessary, shareholders may vote by remote means.

Board of Directors: The Board of Directors of Plaza S.A. is comprised of nine members who meet at least once a month. As stipulated by law, the Board of Directors manages the company and is responsible for defining the objectives, strategies and policies of our company, as well as appointing the Chief Executive Officer and delegating to him the execution of our strategy. It also knows and controls our management through the Board of Directors' meetings. In Mallplaza, no Director received more than 10% of negative votes in the last voting process.

Directors' Committee: It is comprised of three members of the Board of Directors and is chaired by the Independent Director. This body meets at least once a month and its functions include examining the reports issued by the external auditors, the balance sheet and financial statements, implementation of our compliance programs and the management of the Comptroller's Office. It is also in charge of analyzing related party transactions, reviewing the policies to be submitted to our Board of Directors for approval and the compensation systems and compensation plans of our managers and main executives of Plaza S.A. The Committee meets monthly with the internal audit area, twice a year with the external auditors, twice a year with the compliance area and once a year to review ESG issues.

General Manager: He oversees overseeing the functioning and organicity of our Corporate Governance. His role includes, among other matters, proposing objectives, strategies, and policies to our Board of Directors, as well as delegating the implementation of our strategy to the Executive Team.

Executive Team: It is made up of the main executives of our company and its function is to manage the areas that make up Mallplaza's value chain, participating in the definition and execution of the company's strategy.

Committees: These are working groups in which the members of our Executive Team participate to review the different strategies and agree on the steps to be taken for their execution. Without prejudice to the other working groups, the following Committees currently operate: Executive Committee, Projects Committee, Growth Committee, Investment Committee, Risk and Compliance Committee, Strategy Execution Committee, Data Governance and Information Security Committee, Sustainability Committee, Internal Controllership, Diversity and Inclusion Committee, Culture Committee, Talent Committee and Integrity Committee.

During 2023, these committees were in session: 

- Executive Committee: 52 sessions
- Projects Committee (implementation and definition):52 sessions
- Growth and Development Committee: 12 sessions
- Investment Committee: 12 sessions
- Risk and Compliance Committee: 4 sessions.
- Strategy execution committee (PVR): 4 sessions
- Data governance and information security committee: 4 sessions
- Sustainability committee: 6 sessions

 

ESG Governance
As a fundamental pillar in Mallplaza's development, we develop all ESG-related actions in a planned manner with objectives, goals and a clear and defined structure that supports our management. Through these, we maintain the active role of the executive team in the detection, evaluation, management, and monitoring of risks associated with sustainability issues, such as environmental, social and human rights, with particular emphasis on climate change. Likewise, the Board of Directors has an active role in ESG issues, receiving reports on these initiatives twice a year under the responsibility of the Corporate Affairs Management, which reports directly to the General Management and Sergio Cardone Solari, Chairman of the Board of Directors Plaza S.A., who since 2014 is the director responsible for ESG issues. It should be noted that the ESG strategy obeys a five-year planning, which is reviewed annually and defines long-term goals.

Management: The Board of Directors is informed twice a year regarding ESG issues from the Committee and the Sustainability Roundtable.

  • Leader: Chairman of the Board Mr. Sergio Cardone
  • Responsible: Corporate Affairs Manager
  • Participants: General Manager and Corporate Affairs Manager

Strategy: The Sustainability Committee meets every two months.

  • Leader: Corporate Affairs Manager
  • Responsible: ESG Assistant Manager
  • Participants: General Manager, Executive Committee and related managements.

Planning and Execution: The Sustainability table meets monthly.

  • Leader: Deputy Manager ESG
  • Responsible: Managements and Deputy Managements of related areas
  • Participants: Operations, Fiscal, People, Marketing, Community, Investor Relations, Procurement and Risk.

 

Long-term compensation
In 2021 the Board of Directors approved a new variable and contingent long-term commitment incentive plan for the CEO, and certain executives of the Company and its subsidiaries, including but not limited to the Company's senior executives for the period 2021 to 2023. Mallplaza does not apply any bonus deferrals to the CEO's short-term compensation. This plan is designed to promote the permanence of the targeted executives and ensure the alignment of their objectives with the generation of shareholder value, in the medium and long term. This benefit plan consists of two elements: i) an investment in shares of the company by each targeted executive, acquired on the stock exchange and financed with a loan for the exclusive use of the company for this purpose; and ii) the payment of a short-term bonus and a long-term retention. The latter will be paid if, and only if, the executive beneficiary has maintained an uninterrupted employment relationship with the company, any of its subsidiaries, or a continuous succession of employment relationships with any combination of the above.


Climate Alignment
Mallplaza participates in various national and international associations and organizations to develop strategic alliances with common interests and objectives that reinforce our sustainability work, including the Falabella Group's commitments to climate change, such as our 2035 goal of zero net GHG emissions for Scope 1 and 2 emissions. In particular, Mallplaza's adherence to the UN Global Compact helps align our public policy contributions with the Paris Agreement, encouraging transparency, responsible advocacy and collective action on climate change. The Global Compact's framework and reporting mechanisms ensure that companies set science-based targets and make contributions to public policy that are consistent with limiting global warming. It thus serves as a guiding principle for Mallplaza to integrate climate action into both its operational strategies and public policy efforts.

The alignment of these engagement activities with our sustainability and climate strategy and other priorities is monitored by the ESG team.

In addition, we make strategic contributions to chambers and financial organizations to drive business growth and sustainable development of our industry in the countries where we operate, through collaboration and trust. In accordance with our internal rules and policies, we do not make contributions to political campaigns or lobbying organizations.


Independence of the Board of Directors

According to DJSI definitions, a director is independent if he/she meets at least 4 of the 9 criteria listed below (including at least 2 of the first 3 criteria).

N/A: information not yet available

At Mallplaza, we believe in transparent and proactive communication with our stakeholders. As such, our company does not utilize defensive strategies such as Poison Pill or NOI Pill. We remain committed to pursuing strategies that prioritize long-term value creation and sustainable growth.


Compliance and Integrity

Crime Prevention Model
In 2023 we worked with the Directors' Committee and the Board of Directors to update our Crime Prevention Model. We continue to standardize the procedures and controls of the compliance programs in the three countries. In Mallplaza we proactively seek to prevent the commission of any crime, especially those related to money laundering, financing of terrorism, bribery or bribery of any national or foreign public official, and all those that may involve criminal or administrative liability for our company according to local regulations. In addition, we continue to standardize the procedures and controls of the compliance programs in the three countries where we are present.

The MPD is complemented by a series of policies and procedures, such as the Anti-Bribery Policy, which prohibits the commission of any illicit act within the company, such as bribery between private parties and bribery of national or foreign public officials. The effectiveness of this MPD strongly depends, among other factors, on the existence of a control environment within our company. Below, we detail the elements that contribute to the existence of this control environment:

  • Code of Integrity
  • Risk Management Procedure
  • General Investigation Procedure
  • General Investigation Procedure
  • Investment Procedure
  • Sustainability Policy
  • Conflict of Interest Policy
  • Recruitment and Selection Procedures
  • Donations Policy
  • Proxy and Legal Representative Structure
  • Politically Exposed Persons Policy

This Crime Prevention Model of Law No. 20,393 is permanently audited by the company BH Compliance. When our crime prevention model is audited, everything that composes it is being audited, such as: the code of conduct, the integrity channel, among others. It should be noted that, in the particular case of Colombia and by regulation, we are audited annually by PTEE (simile of the prevention model) and Sagrilaf (focused on money laundering).  On the other hand, the audit of the anti-corruption policy is contained within the audit of the crime prevention model, where scheduled reviews are carried out by topics such as: tests on gifts, training, etc. The results of these reviews are presented every six months to the Directors' Committee. 
Annually, all our employees receive training on crime prevention at the regional level, while special training is provided for those positions that have a direct relationship with public officials.

Integrity Program
At Mallplaza we have a structure that seeks to promote and defend integrity within the company and in the relationship with its stakeholders. We have an Integrity Code, a tool that guides all employees in knowing how to act in the event of an ethical conflict, and an Integrity Committee, made up of the General Manager, People Manager, Controller, Regional Manager of Administration and Finance and Fiscal, with the participation of the Division Managers of Chile, Peru and Colombia as guests. Our structure also includes an Integrity Channel (which receives complaints and queries), which is available to all our stakeholders on the corporate website.

Integrity Channel
During 2023 we received 72 contacts in the Integrity Channel. 34 ethical, 38 non-ethical, 9 queries and 29 complaints. During 2023 the investigation of 17 complaints was closed.

Complaints
The following table shows the complaints for the year 2023, which come from the integrity channel and other means.

 

Cybersecurity

Strategy
Mallplaza's cybersecurity strategy is based on the corporate implemented model, which is based on the NIST cybersecurity framework, which contemplates: 1. Timely Identification; 2. This allows us to proactively identify potential risks to the main information assets, making it possible to establish preventive controls and monitor their effectiveness. The implementation of this framework includes a set of platforms and services for monitoring and security controls, which allow us to address in a preventive and corrective manner the different harmful actions detected in the ecosystem.


Governance
The Product, Data & Technology Management at Mallplaza identifies, promotes and deploys new services, based on digital technology, to deliver to business partners, customers and the business a superior experience in terms of ease, satisfaction and cybersecurity.

There are other initiatives that strengthen this strategy:

  • We include a set of platforms and services for monitoring and security controls to preventively and correctively address the different harmful actions detected in our ecosystem.
  • Our risk dashboard considers cybersecurity indicators, quarterly reviewed by our executives, in addition to being presented at a meeting with our Board of Directors for review. In addition, our Comptrollership area is the unit in charge of verifying compliance with cybersecurity standards.
  • Additionally, we have an awareness program on cybersecurity threats that is carried out permanently and comprehensively for all our employees.

For cyber and information security risk management, we have an Integral Governance Model that has two instances: in the first, those responsible for the Information Security functions of Technology, Comptrollership and Business Areas participate, dealing with contingent and relevant issues; in the second, our Management Committee. In addition, at the Corporate Governance level, best practices on the subject are shared, which serves to keep the Information Protection and Cybersecurity Programs up to date. These are reviewed annually by our Directors' Committee.

 

2. Risk Management and Human Rights


Risk Management

In Mallplaza, the Risk Management Deputy Manager is the one who implements the Risk Management process, ensuring the correct identification and registration of such Risks, and the associated controls, in the respective matrices. It also monitors the Risks and controls on a continuous and timely basis, proposing improvements if necessary. On the other hand, it communicates the Risks materialized and/or that exceed the limits in the defined thresholds, as well as those cases in which it does not have the resources to execute its responsibilities. Based on the above, it develops an annual work plan for Risk Management; requests its approval by the Risk and Compliance Committee; and presents the progress of its execution to the latter committee. In this way, it also identifies the training and dissemination needs for an adequate Risk Management, together with the execution of training programs that allow process owners to understand and apply their responsibilities in Risk Management. It should be noted that this Deputy Manager reports directly to the Corporate Administration and Finance Management, and the performance of risk management is monitored and audited by the Comptroller's Office, which reports directly to the Directors' Committee.

For more details see the Integrated Risk Management Policy in Documents


Internal Audit

Mallplaza has a Comptrollership area that reports directly to the Directors' Committee and exercises the Internal Audit function over all the company's operations in the 3 countries in which it currently operates. The annual audit plan is defined according to a methodology based on risk assessment, which is approved and followed by the directors monthly. There are no areas of the company that are not included in the scope of this function.
In relation to fiscal year 2023, the Comptroller's Office conducted 100 audits corresponding to the annual risk-based plan approved by the directors' committee and 12 unplanned reviews. No material weaknesses were detected in the company's internal control systems. At the same time, the Comptroller's Office is not aware of the existence of any fraud that has had or could have a material effect on the Financial Statements.

 

Political influence

In accordance with our internal regulations and policies, we do not make contributions to political campaigns or lobbying organizations. However, Mallplaza participates in different national and international associations and organizations to developstrategic alliances with common interests and objectives that reinforce sustainability.

The total amount contributed during 2023 was $227.456.481 Chilean pesos.

The two main contributions made during 2023 involved a total of $198.154.206 Chilean pesos:

Mallplaza's contributions to the Chambers of Shopping Centers, both in Chile and Peru, are driven by the strategic motivation to share good practices that benefit shopping centers and to be part of the debates that affect the sector. We maintain an open communication with large and small companies, with the objective of advancing in a common and complementary development that allows us to reach higher and better standards to project a responsible growth in the region, always complying with the regulations and internal policy on Free Competition. The vision is to actively contribute to the integral development of the shopping mall sector, to offer Chilean consumers world-class standards. The amount contributed during 2023 was $162.230.993 in Chile, and $28.436.400 in Peru, both values in Chilean pesos.

Finally, with the contributions made to the Port Community of Antofagasta (COPA), and respecting the regulations on Criminal Liability of Legal Entities and Free Competition, Mallplaza seeks to contribute to the economic development of the places where it operates, through collaboration and mutual trust. Comunidad Portuaria de Antofagasta (Port Community of Antofagasta or COPA) is a non-profit organization that was born in 2010, under the need to articulate all the actors of the logistics chains and the maritime port sector, to work together with the community and bring the world of the sea closer to the citizens. Its mission is to lead and represent the logistics sector of COPA associates through the generation of training, links, strategic information, indicators and best practices that allow the Port of Antofagasta to be the most competitive in northern Chile under a harmonious relationship with the city of Antofagasta. Mallplaza, as a concessionaire and as a complementary activity to the Port of Antofagasta, is a founding member of COPA. The amount contributed in 2023 was $7.486.813  Chilean pesos.

 

Philanthropic contributions and activities

Mallplaza contributes in various ways to the surrounding communities by promoting the generation of opportunities, growth and economic sustainability:


1. Supplier Management
At Mallplaza, we understand that suppliers are fundamental to the value we offer to our visitors and local communities. We establish relationships based on transparency, efficiency and compliance with legal regulations and seek opportunities for innovation and sustainable growth.

We promote the procurement and contracting of goods and services with the desired quality and at competitive prices. All this, to guarantee a safe operation, incorporating sustainability guidelines and adequate risk management.

At Mallplaza we evaluate all our suppliers that participate in the Request for Proposals Process to identify possible risks, evaluating the referential risk line and sustainability. The sustainability evaluation addresses variables such as: environmental management certifications, policies (waste, use of materials, ethics, gender diversity, disability, and supplier relations) and programs (benefits and training). In addition, financial variables such as balance sheets and income statements, compliance, health and safety of its workers and risk centers are also considered. The score obtained from the sustainability evaluation has a 3% impact on the offer submitted by the supplier at the time of defining the award.

Evaluations are valid for a period of one year, so after this period, suppliers must be re-evaluated in order to be eligible to participate again in a Request for Proposal Process. Suppliers that have any non-compliance in their evaluation or re-evaluation must solve it as soon as possible in order to be able to finalize the process, and subsequently participate in any process. 
It should be noted that since our processes are regional, some variables considered in the supplier evaluations are adjusted to the reality of each of the countries where we are present (Chile, Peru and Colombia), such as the applicable regulations.

The following table shows the results of the supplier selection process and the sustainability evaluation of suppliers that participated in a request for proposal process: