Summary of director's, officer's and shareholder's authority and limitations thereof

Chile
Corporation (Sociedad Anónima or S.A.)
Board of directors: The board of directors represents a company judicially and extrajudicially and is vested with all the powers of administration and disposition that the law or statute does not establish as privative of the shareholders’ meeting, without it being necessary to grant it any special power, even for those acts or contracts for which laws require this circumstance. The foregoing does not preclude the representation of the CEO. Consequently, there is not a list of matters submitted to the board of directors; instead, the law defines those matters that can only be agreed by the shareholders given their relevance.
In Chile, directors do not hold the power to represent the company individually. However, the board of directors as a body may delegate some of its powers to the main executives, managers, assistant managers or lawyers of the company; to a director or to a committee of directors; and, for specially determined objects, to other people.
Officers: In corporations, the board of directors must appoint a CEO. Law grants judicial representation of the corporation to the CEO, who also has the power granted by the board. The board may grant additional power of attorney to certain officers.
Shareholders: Each shareholder will have 1 vote for each share it owns. The shareholders meet in ordinary or extraordinary meetings. Law expressly defines which matters shall be discussed in each type of meeting. Ordinary meetings shall be held once a year to decide on the director’s election, the annual balance, the distribution of profits and appointment of external auditors, among other issues. Extraordinary meetings may be held at any time, when required by the company, to decide on any matter that the law or the bylaws provide to the knowledge of the shareholders' meetings and provided that such matters are indicated in the corresponding citation. Extraordinary shareholders’ meeting matters are the following: the dissolution of the company; the transformation, merger or division of the company and any amendments to its bylaws; the issuance of bonds or debentures convertible into shares; disposal of 50 percent or more of the company´s assets; the granting of guarantees to secure obligations of 3rd parties, except if these are subsidiaries, in which case board approval will be sufficient; early dissolution of the company; and bylaw amendments, among others.
Simplified Corporation (Sociedades por Acciones or SpA)
Determined by the bylaws. In case of silence, rules of private corporations will apply.