code-of-business-conduct

Code of Business Conduct for the Board of Directors and Company Employees

This Code of Business Conduct sets out policies, guidelines, and principles that must orient our conduct. We, the Executives and Employees of SQM, jointly with the Directors, are obliged to act in accordance with the terms of this Code.

Code of Ethics

Conducting our affairs under a high sense of integrity is crucial for maintaining the trust and credibility of Shareholders, Directors, Executives, Employees, Customers, Suppliers, Governmental Agencies, Oversight Entities, Communities, and other persons, institutions or organizations who deal with the Company.

All SQM Directors, Executives, and Employees must:

  • Foster and maintain an environment of transparency in the tasks that pertain to their work positions and level of responsibility.
  • Base their work and administrative relationships on a foundation of integrity and ethics.
  • Expect and demand that all SQM Directors, Executives, and Employees carry out their activities in an upright manner.
  • Foster compliance with all applicable laws and regulations.
  • Work with dedication; strive for perfection, uprightness, and honesty; and adopt SQM’s values and policies.

Our Company will not tolerate any acts that are at odds with our ethical standards and which may also jeopardize the interests of our Shareholders, Directors, Executives, Employees, Customers, Suppliers, and Governmental Agencies, Oversight Entities, Communities, and other persons, institutions or organizations who deal with the Company or the community in general.

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Business Conduct Policy

SQM will endeavor to:

Deliver reasonable financial returns to its Shareholders and act in accordance with the guidelines established by its Shareholders and Directors.

Meet its Customers’ needs through the provision of products and services that are within the agreed quality and terms. SQM seeks to develop a fair and long-term relationship with its Customers.

Develop a fair and long-term relationship with its Suppliers and Contractors. Purchasing decisions and the awarding of SQM contracts are based on factors such as price, quality, delivery dates, service, and market conditions.

Give its Employees fair treatment, and offer a workplace that meets the health and safety standards currently in effect.

Not discriminate by gender, nationality, ethnic origin, religion, social status, political views, nature of contract, disability, age, among others.

Respect the culture, heritage and customs of each Community in which SQM operate and conduct business.

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Policy on Preventing and Solving Conflicts of Interest

SQM Executives and Employees must avoid real or apparent conflicts between their personal interests and the interests of the Company.

SQM Executives and Employees may not, either directly or indirectly work for, or be consultants to, Competitors, Contractors, Suppliers or Customers of SQM, nor can they compete with SQM either directly or indirectly.

Any investments held by SQM Executives and/or Employees in the companies of Competitors, Contractors, Suppliers or Customers of SQM, must be reported to SQM’s Ethics Committee for evaluation and subsequent solution of the possible conflict of interest.

SQM Executives and Employees must inform their direct superiors and SQM’s Organizational Development Department about any relatives who work for, or are consultants to, Competitors, Contractors, Suppliers or Customers of SQM.

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Policies on Managing and Using Information

SQM Executives and Employees are bound to take the necessary measures to make sure that their reports are based on factual information and are reliable and complete.

There are specific requirements – according to each kind of operation or business of SQM – as to which information must be kept and for how long.

Any information or knowledge generated in the course of work activities belongs to the Company.

The information generated in, or obtained by, the Company is an asset of value of the Company. The protection of this information is critical in order to maintain growth and the capacity to compete. Especially valuable and sensitive information is that related to:

  • the Company’s markets and businesses
  • research
  • strategies and objectives
  • prices
  • processes and formulae
  • compensation and benefits
  • software
  • list of employees, customers and suppliers
  • mining rights, water rights, environmental rights, litigation, contracts, and contingencies.

SQM Directors, Executives, and Employees having access to such confidential information are bound to keep it confidential and avoid non-authorized access to it, in whole or in part.

During the course of their work or employment, and even after the termination of said SQM work or employment, SQM Directors, Executives, and Employees must remember that:

  • They may not disclose such type of information outside the Company. In this respect, Employees shall be especially careful when talking about the Company’s businesses in such public places as restaurants, airplanes, on the street, etc.
  • They may not use said information for personal benefit or for the benefit of their direct or indirect relatives or relations.
  • They may not transmit said information to other SQM Executives or Employees, unless this is strictly necessary for carrying out their work duties for SQM.
  • Upper management must authorize the delivery of such information to third parties.

SQM must comply with pertinent laws and regulations – and also with its own internal codes of conduct –. To this end, it establishes policies and procedures on internal control for several areas within the organization – accounting, inventories, assets, cash flows, safety, health, operating activities, etc. –.

Executives and Employees have the obligation to report irregularities or request information about any concerns they may have regarding compliance with laws, regulations, standards or internal procedures.

SQM has set up the following channels to receive reports on non-compliance with the Code of Conduct:

  • E-mail
  • auditoria@sqm.com
  • whistleblower@sqm.com
  • Regular mail
  • Confidential letter addressed to: Gerencia de Auditoría Interna SQM, Los Militares N° 4290, Las Condes, Santiago, Chile
  • Telephone number (Voice mail) (+56) (2) 4252346 or (55) 412346
  • Standard form, available through the corporate website www.sqm.com (Investor Relations – Corporate Governance – Whistleblower form)

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Rules on Ethics and Compliance Conduct (Law N°20.393)

“SQM Rules on Ethnical and Compliance Conduct”, which will be overseen by SQM’s Ethics Committee and controlled by the Internal Auditing Department, apply to SQM Directors, Executives, Managers, Employees, and Service Providers receiving fees for professional services.

Law N° 20.393 “Establishes the criminal liability of Legal Entities for the following offenses: Money Laundering, Financing of Terrorism, and Bribery” when committed directly and immediately by, and for the benefit of, said legal person or for the benefit of its owners, controllers, administrators, representatives, or of any other persons carrying out management or supervisory activities, or who are under the direct supervision or orders of said persons.

Offenses published by Law N° 20.393. This Law establishes de Criminal Liability of Legal Persons for committing offenses covered by the following laws or statutes:

  • Article 27 of Law N° 19.913 (Money Laundering)
  • Law N° 19.366 (Drug Trafficking)
  • Law N° 18.314 (Terrorism)
  • Law N° 17.798 (Weapons Control)
  • Law N° 18.045 (Stocks & Securities)
  • DFL N°3 of 1997 (General Law on Banks)
  • Penal Code (Paragraphs 4, 5, 6, 9, and 9 bis of Title V, on Offenses Committed by Public Employees).
  • Article 8 of Law N° 18.314 (Terrorism)
  • Articles 250 and 251 bis of the Penal Code (Bribery).

Offenses Prevention Model – Ethics Rules: Law N° 20.393 states that the Code of Business Conduct must include the following aspects (as a minimum):

  • Appointment of a person responsible for prevention.
  • Definition of means and faculties of the prevention officer.
  • Establishment of an offenses prevention system.
  • Supervision and certification of the offenses prevention system.

SQM has created an Ethics Committee, whose members are: The Chief Executive Officer, the COO, the Company General Counsel, and the Head of Internal Audit. The Committee will oversee compliance with the Code of Business Conduct. Said Committee will also design the preventive plans to be applied, and will determine the penalties and corrective measures to be applied in cases of noncompliance. The Ethics Committee will ensure that SQM undertakes the corresponding legal and criminal proceedings against any person who contravenes the terms of the Code of Business Conduct, or who commits any of the acts covered by Law N° 20.393. In such cases, the Committee will report the facts to the Public Prosecutor’s office.

The Company’s Head of Internal Audit will be the person responsible for prevention. He will be responsible for controlling the implementation of preventive plans, detecting the occurrence of violations of the Code of Business Conduct, investigating them, and reporting the results of said investigation to the Ethics Committee and the Board of Directors.

The Ethics Rules include, among others, the Code of Business Conduct and the corporate policies that may be necessary for making explicit, applying, and ensuring compliance with such Code (Policies).

Failure to comply fully and in a timely manner with the terms of this Code of Business Conduct will lead to the application of the corresponding sanctions. Said sanctions shall be applied by SQM – verbal reprimand, written reprimand, cash fine, suspension from work without pay, termination of work contract, and initiation of civil and/or criminal proceedings – and also by the Public Prosecutor’s office and any other pertinent authorities or agencies, as a result of SQM reporting the facts or initiating legal proceedings. The Company will collaborate fully with the administrative or judicial authorities to investigate and sanction the corresponding offenses.

SQM will seek to avoid entering into commercial or other types of relations or contracts with, or undertaking obligations towards, persons who have been sanctioned for committing offenses covered by Law N° 20393 or for other acts similar to those forbidden by the Code of Business Conduct.

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