NCG 461 — Corporate Disclosure

NCG 461 is the General Rule issued by the Chilean Financial Market Commission (CMF) that established a new corporate disclosure standard for listed corporations and supervised entities, replacing NCG 386. It restructures the Annual Report around governance, strategy, sustainability and risk-management topics, aligning Chilean disclosure with international frameworks such as SASB, GRI and TCFD.

It applies to listed corporations, special corporations and other entities registered in the Securities Registry as the CMF determines. Application is phased by size and sector, with full requirements taking effect from fiscal year 2024.

NCG 461 replaces NCG 386, which governed corporate-governance disclosure under a comply-or-explain checklist. The new standard moves from a practices questionnaire to integrated disclosure within the Annual Report covering governance, strategy, sustainability and risk-management.

Financial and impact materiality; diversity and inclusion policies; climate-risk management aligned with TCFD; water and energy consumption and greenhouse gas emissions; community relations; and labor practices. Depth of coverage scales with company size and sector exposure.

The rule requires disclosure of board composition (independence, diversity, tenure, attendance), governance policies and committees, conflict-of-interest mechanisms, board evaluation procedures and remuneration policies. Disclosure must be substantive, not formalistic, and supported by internal documentation.

Non-compliance with NCG 461 exposes the entity to general sanctions under the Securities Market Law (18.045) and Law 21.000 governing the CMF, including fines and, in serious cases, suspension or cancellation of registration in the Securities Registry. The CMF may also issue specific instructions and require additional information.

NCG 461 translates ESG criteria (environmental, social and governance) into specific disclosure requirements within the Annual Report. On the environmental pillar, it requires reporting water and energy consumption, greenhouse gas emissions and climate-risk management aligned with TCFD. On the social pillar, it requires disclosure of diversity and inclusion policies, labor practices and community relations. On the governance pillar, it demands substantive information on board composition and operation, conflicts of interest and remuneration policies. The rule also incorporates the double-materiality principle —financial and impact materiality— aligned with international frameworks such as SASB, GRI and TCFD, so that ESG reporting in Chile shifts from a voluntary exercise to a regulatory standard supervised by the CMF for registered entities.