ANNUAL REPORT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021
As filed with the Securities and Exchange Commission on April 27, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number
ITAÚ CORPBANCA
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
Republic of
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Investor Relations, Telephone: +(
Address:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
* Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities registered for which there is a reporting obligation pursuant Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Accelerated filer ☐ | Non-accelerated filer ☐ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
| Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
INTRODUCTION
About This Report
We file our annual report on Form 20-F and other information with the U.S. Securities and Exchange Commission.
We file reports, including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. The materials included in this Annual Report on Form 20-F may be downloaded at the SEC’s website: http://www.sec.gov. Any filings we make are also available to the public over the Internet at the SEC’s website at www.sec.gov and at our website at https://ir.itau.cl. (This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information on our website, which might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this Annual Report.)
The terms “Itaú Corpbanca,” “Itaú,” “the Bank,” “we,” “us” and “our” in this Annual Report refer to Itaú Corpbanca together with its subsidiaries unless otherwise specified.
i
SUMMARY OF RISK FACTORS
An investment in our securities and ADSs is subject to a number of risks, including Risks Associated with our Business, Risks Relating to Chile, Colombia and Other Countries in Which we Operate, Risks Relating to Expansion and Integration of Acquired Businesses and Risks Related to our Securities, the ADSs and our Common Shares. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” for a more thorough description of these and other risks.
Risks Associated with Our Business
Composition of Loan Portfolio: Through the further expansion of our loan portfolio in retail segments, we are seeking to decrease our corporate segment concentration and, as a result, balance our loan portfolio and strengthen our retail operation (particularly in the consumer segment), which may expose us to a higher level of loan losses and require us to establish higher levels of provisions for loan losses, which may in turn have a material adverse effect on our results of operations.
Growth of Loan Portfolio: Our loan portfolio may not continue to grow at the same or similar rates as the growth rate that we historically experienced. In addition, the growth of our loan portfolio may expose us to a higher level of loan losses and require us to establish proportionately higher levels of provisions for loan losses, which would offset the increased income that we can expect to receive as our loan portfolio grows.
Capital Adequacy Requirements: Although we have historically complied with our capital maintenance obligations in the jurisdictions where we operate, there can be no assurance that we will continue to do so in the future. If we fail to meet the capital adequacy requirements, we may be required to take corrective actions or subject to sanctions in the jurisdictions where we operate, which could materially and adversely affect our business reputation, financial condition and results of operations.
Interest Rate Volatility: In the current global economic climate, there is a greater degree of uncertainty in the policy decisions and the setting of interest rates by the Central Bank of Chile and the Central Bank of Colombia. Volatility in interest rates could adversely affect us, including our future financial performance and the market value of our securities. In addition, inflation rate volatility, particularly in the event that inflation drops sharply, could adversely affect our net interest income due to the structural gap that exists between inflation-indexed assets and liabilities.
Competition and Consolidation: The Chilean and Colombian markets for financial services are highly competitive and competition is likely to increase, including as a result of the proliferation of non-traditional providers of banking services. In addition, our efforts to offer new services and products may not succeed if product or market opportunities develop more slowly than expected or if the profitability of opportunities is undermined by competitive pressures. Increased competition and industry consolidation may adversely affect the results of our operations.
Risk Management: We use various processes to identify, manage and control our risk exposure under all market conditions. However, these processes involve subjective and complex judgments and assumptions and we cannot guarantee that our risk management efforts will prevent us from experiencing losses that could have a material adverse effect on our business, financial conditions and results of operations.
Concentration Risk: Concentration risk is associated with high financial losses triggered by significant exposure to a particular risk factor. We are subject to concentration risk and an excessive concentration in a particular risk factor could have a material adverse effect on our business, financial condition and results of operations.
Reliance on Short Term Deposits: Time deposits and other term deposits are our primary sources of funding. Our reliance on short-term deposits as our principal source of funds exposes us to sudden increases in our costs of funding which could have a material adverse effect on our revenue.
Banking Regulations: We are subject to constantly evolving regulation in the markets in which we operate. If enacted, new regulations could require us to inject further capital into our business, restrict the type or volume of transactions we enter into, or set limits on or require the modification of rates or fees that we charge on certain loans or other products, any of which could lower the return on our investments, assets and equity. We may also face increased compliance costs and limitations on our ability to pursue certain business opportunities, which may restrict our operations and thereby adversely affect our financial condition and results of operations.
ii
Government Debt Exposure: We invest in debt securities issued by the Chilean and Colombian governments, the Central Bank of Chile and the Chilean Ministry of Finance that, for the most part, are short-term and highly liquid instruments. If the Chilean or Colombian governments default on the timely payment of such securities, our business, financial condition and results of operations may be adversely affected by this exposure.
Benchmark Transition: A significant portion of our income, expenses and liabilities is directly tied to interest rates and we may not effectively manage risks associated with the replacement of benchmark indices, including LIBOR. The Bank is working on a transition program from existing benchmark indices, however, the uncertainties resulting from the discontinuation of LIBOR and implementation of alternative benchmark rates may have a material adverse effect on our business, results of operations, financial conditions and prospects.
Risks Relating to Chile, Colombia and Other Countries in Which We Operate
Pension Fund Regulations: Pension funds are important funding providers to us and to the Chilean banking system in general. Therefore, changes in pension fund regulations that reduce the funds available to pension funds or constrain their ability to invest in bank deposits and securities (for example, if exposure limits to individual issuers are reduced) would lead us to seek alternative sources of funding that could be more expensive and, as a consequence, might have a material adverse effect on our business, financial condition and results of operations.
Government Influence: Chilean and Colombian authorities exercise influence on and intervene in the Chilean and Colombian economies from time to time and changes in monetary, fiscal and foreign exchange policies or in the Chilean and Colombian governments’ structures may adversely affect us, as our profitability depends on the levels of economic activity in these countries.
Social and Political Environment: The ongoing constitution rewriting process in Chile and internal security issues in Colombia have had or could have in the future a negative effect on the economies in which we operate and in turn could negatively impact our business and/or financial performance. In particular, any further deterioration of Colombia’s political relations with Venezuela could have a negative impact on Colombia’s trade balance, economy and general security situation, which may adversely affect our results of operations and financial condition.
COVID-19: The ongoing COVID-19 pandemic and related government response measures, including measures related to both public health and financial stability, have and may continue to affect the economies of the countries in which we operate, our business operations or our financial condition and results of operations.
Risks Relating to Expansion and Integration of Acquired Businesses
Integration Risk: Integration of acquired or merged businesses involves certain risks that may have a material adverse effect on us. For example, acquisitions and strategic partnerships may not perform as expected or may disrupt our operations and adversely affect our business financial condition and results of operations.
Risks Related to Our Securities, the ADSs and Our Common Shares
Controlling Shareholder: Itaú Unibanco Holding S.A. (“Itaú Unibanco Holding”) is the sole controlling shareholder of Itaú Corpbanca. Our controlling shareholder is able to exercise significant control over us which could result in potential conflicts of interest.
Corp Group Banking S.A. Chapter 11 Proceeding: Corp Group Banking S.A., which beneficially owns 14.00% of our outstanding common shares as of the date of this report, is undergoing a bankruptcy proceeding under Chapter 11 of Title 11 of the United States Code. Although such proceeding is not expected to have a material adverse effect on us, we cannot control the terms of Corp Group Banking S.A.’s liquidation plan, the views of its shareholders or creditors, any decision of the bankruptcy court with respect to its share ownership in us, or the impact of such proceeding on the value of our common shares.
Other Risks: Investors may find it difficult to enforce civil liabilities against us or our directors, officers and controlling persons, most of whom reside outside of the United States. In addition, investors may have fewer and less well defined shareholders’ rights than with shares of a company in the United States. Further, holders of ADSs are not entitled to attend shareholders’ meetings, and they may only vote through the depositary.
iii
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 20-F contains statements that constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include “believes,” “expects,” “intends,” “plans,” “projects,” “estimates” or “anticipates” and similar expressions. These statements appear throughout this Annual Report, including, without limitation, under “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects,” are not based on historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control and include statements regarding our current intent, belief or expectations with respect to (1) our asset growth and financing plans, (2) trends affecting our financial condition or results of operations, (3) the impact of competition and regulations, (4) projected capital expenditures, and (5) liquidity. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those described in such forward-looking statements included in this Annual Report as a result of various factors (including, without limitation, the actions of competitors, future global economic conditions, market conditions, currency exchange rates and operating and financial risks), many of which are beyond our control. The occurrence of any such factors, not currently expected by us, would significantly alter the results set forth in these statements.
Factors that could cause actual results to differ materially and adversely include, but are not limited to:
| ● | trends affecting our financial condition or results of operations; |
| ● | our dividend policy; |
| ● | changes in the participation of our shareholders or any other factor that may result in a change of control; |
| ● | the amount of our indebtedness; |
| ● | adverse developments with respect to the financial stability and conditions of our shareholders, counterparties, joint venture partners and business partners; |
| ● | natural disasters and pandemics, including the ongoing SARS-CoV-2 (“COVID-19”) pandemic, including variant strains that have surfaced globally; |
| ● | cyber-attacks, terrorism and other criminal activities; |
| ● | changes in general economic, business, regulatory or political conditions in Chile, Colombia, Latin America and the rest of the world; |
| ● | the developing conflicts between Russia and Ukraine and any restrictive actions that may be taken by the United States and other countries in response, such as sanctions; |
| ● | changes in capital markets in general that may affect policies or attitudes towards lending to Chile or Colombia, Chilean or Colombian companies or securities issued by Chilean companies; |
| ● | the monetary and interest rate policies of the Central Bank of Chile (Banco Central de Chile), or the Central Bank of Colombia (Banco de la República de Colombia); |
| ● | inflation or deflation; |
| ● | unemployment; |
| ● | social unrest; |
iv
| ● | our counterparties’ failure to meet contractual obligations; |
| ● | unanticipated increases in financing and other costs or the inability to obtain additional debt or equity financing on attractive terms; |
| ● | unanticipated turbulence in interest rates; |
| ● | movements in currency exchange rates; |
| ● | movements in equity prices or other rates or prices; |
| ● | changes in Chilean, Colombian and foreign laws and regulations; |
| ● | changes in Chilean or Colombian tax rates or tax regimes; |
| ● | competition, changes in competition and pricing environments; |
| ● | concentration of financial exposure; |
| ● | our inability to hedge certain risks economically; |
| ● | the adequacy of our loss allowances, provisions or reserves; |
| ● | technological changes; |
| ● | changes in consumer spending and saving habits; |
| ● | successful implementation of new technologies; |
| ● | loss of market share; |
| ● | changes in, or failure to comply with, applicable banking, insurance, securities or other regulations; |
| ● | changes in accounting standards; |
| ● | difficulties in successfully integrating recent and future acquisitions into our operations; |
| ● | consequences of the merger of the former Banco Itaú Chile with and into the former Corpbanca on April 1, 2016 (the “Merger”), the consolidation of the assets and liabilities of Itaú BBA Colombia S.A., Corporación Financiera (“Itaú BBA Colombia”) by us (the “Itaú Colombia Acquisition”), and the acquisition of an additional 12.36% share ownership in Itaú Corpbanca Colombia, S.A. (“ Itaú Corpbanca Colombia”) by us on February 22, 2022; |
| ● | our ability to address and forecast economic and social trends affecting our business, and to effectively implement the appropriate strategies; and |
| ● | the other factors identified or discussed under “Item 3. Key Information—D. Risk Factors” in this Annual Report. |
You should not place undue reliance on such statements, which speak only as of the date that they were made. These cautionary statements should be considered in connection with any written or oral forward-looking statements that we may make in the future. We do not undertake any obligation to release publicly any revisions to such forward-looking statements after the date of this Annual Report to reflect later events or circumstances or to reflect the occurrence of unanticipated events.
v
ENFORCEMENT OF CIVIL LIABILITIES
We are a banking corporation organized under the laws of Chile. Our directors or executive officers are not residents of the United States and a substantial portion of our assets and the assets of these persons are located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon us or such persons or to enforce against them or us in the United States or other foreign courts, judgments obtained in the United States predicated upon the civil liability provisions of the federal securities laws of the United States.
No treaty exists between the United States and Chile for the reciprocal enforcement of court judgments. Chilean courts, however, have enforced final judgments rendered in the United States, subject to the review in Chile of the United States judgment in order to ascertain whether certain basic principles of due process and public policy have been respected, without reviewing the merits of the subject matter of the case. If a United States court grants a final judgment in an action based on the civil liability provisions of the federal securities laws of the United States, enforceability of this judgment in Chile will be subject to the obtaining of the relevant “exequatur” (i.e., recognition and enforcement of the foreign judgment) according to Chilean civil procedure law in force at that time, and consequently, subject to the satisfaction of certain factors. Currently, the most important of these factors are the absence of any conflict between the foreign judgment and Chilean laws (excluding for this purpose the laws of civil procedure) and public policies; the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the same facts and circumstances; the absence of any further means for appeal or review of the judgment in the jurisdiction where judgment was rendered; the Chilean courts’ determination that the United States courts had jurisdiction; that service of process was appropriately served on the defendant and that the defendant was afforded a real opportunity to appear before the court and defend its case; and that enforcement would not violate Chilean public policy.
In general, the enforceability in Chile of final judgments of United States courts does not require retrial in Chile.
vi
TABLE OF CONTENTS
vii
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
We are a Chilean bank and maintain our financial books and records in Chilean pesos and prepare our consolidated financial statements presented herewith in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. As required by local regulations, our consolidated financial statements filed with the Chilean Commission for the Financial Market (Comisión para el Mercado Financiero) also referred to as the “CMF”, and that are the basis for dividend distributions, have been prepared in accordance with Chilean accounting principles or Chilean Banking GAAP, issued by the CMF. CMF regulations provide that for those matters not specifically regulated by this agency, our financial statements prepared under Chilean Banking GAAP should follow the accounting principles established by IFRS. Unless otherwise indicated herein, as used hereafter IFRS refers to the standards issued by the IASB. Therefore, our consolidated financial statements filed herewith differ from the financial statements prepared in accordance with Chilean Banking GAAP. We have included herein certain information in Chilean Banking GAAP with respect to the Chilean financial system and the financial performance of the Bank. These disclosures are not considered non-GAAP measures as they are required for regulatory purposes in Chile.
The selected consolidated financial information included herein as of December 31, 2020 and 2021, and for the years ended December 31, 2019, 2020 and 2021 is derived from, and presented on the same basis as, our consolidated financial statements prepared under IFRS and should be read together with such consolidated financial statements.
Readers should exercise caution in determining trends based on prior annual reports. See “Item 5. Operating and Financial Review and Prospects—E. Critical Accounting Policies and Estimates.”
Our auditors, PricewaterhouseCoopers Consultores Auditores SpA, or PwC, an independent registered public accounting firm, have audited our consolidated financial statements included in this Annual Report.
Foreign Currency Markets
In this Annual Report, references to “$,” “US$,” “U.S. dollars” and “dollars” are to United States dollars, references to “Chilean pesos,” “Ch$” or “CLP” are to Chilean pesos, references to “UF” are to Unidades de Fomento and references to “Colombian pesos” or “COP$” are to Colombian pesos. The UF is an inflation-indexed, Chilean peso-denominated unit that is linked to and adjusted daily to reflect changes in the previous month’s Chilean Consumer Price Index (CPI) of the Chilean National Statistics Institute (Instituto Nacional de Estadísticas). As of December 31, 2021, one UF equaled US$36.72, Ch$30,991.74 and COP$147,362.40 and as of March 31, 2022, one UF equaled US$40.39, Ch$31,727.74 and COP$151,530.65. See “Item 5. Operating and Financial Review and Prospects.”
This Annual Report contains translations of certain Chilean peso amounts into U.S. dollars and Colombian pesos at specified rates solely for the convenience of the reader. These translations should not be construed as representations that such Chilean peso amounts actually represent such U.S. dollar or Colombian pesos amounts, were converted from U.S. dollars or Colombian pesos amounts at the rate indicated in preparing our consolidated financial statements or could be converted into U.S. dollars or Colombian pesos amounts at the rate indicated or any particular rate at all. Unless otherwise indicated, such U.S. dollar and Colombian pesos amounts have been translated from Chilean pesos based on
8
our own exchange rate of Ch$844.08 and COP$4,013.51, respectively, per US$1.00, as the case may be, as of December 31, 2021.
Specific Loan Information
Unless otherwise specified, all references in this Annual Report to total loans are to loans and financial leases before deduction for allowances for loan losses, and they do not include loans to banks or unfunded loan commitments. In addition, all market share data and financial indicators for the Chilean banking system when compared to Itaú Corpbanca’s financial information, presented in this Annual Report or incorporated by reference into this Annual Report are based on information published periodically by the CMF, which is published under Chilean Banking GAAP and prepared on a consolidated basis. Non-performing loans include the principal and accrued interest on any loan with at least one installment more than 90 days overdue. Impaired loans include those loans on which there is objective evidence that customers will not meet some of their contractual payment obligations. At the end of each reporting period the Bank evaluates the impairment of the loan portfolio in accordance with IFRS 9. Past due loans include all installments and lines of credit more than 90 days overdue, provided that the aggregate principal amount of such loans is not included.
Unless an exception applies, under Decree with Force of Law No. 3 of 1997, as amended (including, without limitation, by Law No. 21,130 which sets forth new capital requirements for banks in Chile that are in line with Basel III standards), also called the Ley General de Bancos or the Chilean General Banking Act, (1) a bank must have an effective net equity (Patrimonio Efectivo) of at least 8% of its risk weighted assets, net of required allowance for loan losses, as calculated in accordance with Chilean Banking GAAP; and (2) the paid-in capital and reserves, or basic capital (Capital Básico), shall not be lower than (y) 4.5% of its risk weighted assets and (z) 3% of its total assets, in both cases, net of required allowance for loan losses.
Note, however, that in any of the following events a higher effective net equity and/or a higher basic capital may be required:
| (1) | If at the moment in which the incorporation deed of a bank is granted (or at the moment in which the authorization of existence of a branch of a foreign bank is granted), at least 50% of the minimum paid-in capital and reserves, or basic capital (Capital Básico) (i.e., UF800,000 (Ch$24,793.4 million or US$29.4 million as of December 31, 2021)) has not been paid, the respective bank shall have an additional basic capital equal to 2% of its risk weighted assets, net of required allowances, above the general minimum basic capital of 4.5% plus any additional basic capital that may be applicable pursuant to number (2) below. The additional 2% requirement will be reduced to 1% once the bank’s paid basic capital reaches UF600,000 (Ch$18,595.0 million or US$22.0 million as of December 31, 2021). |
| (2) | On December 1, 2020, the CMF completed the issuance of the regulations necessary to implement in Chile the new capital requirements established by Law No. 21,130. As a result, the following will apply: |
| a. | From December 1, 2020, a bank will be required to have an additional basic capital (Conservation Buffer) equal to 2.5% of its risk weighted assets, net of required allowances, above the minimum requirements. This additional requirement will go into effect progressively during a 4-year term at a ratio of 0.625% per year, starting on December 1, 2021. Note that the CMF has already issued and published the regulations that triggered the applicability of this additional basic capital requirement: (w) on September 25, 2020, the CMF published the regulation (Circular No. 2,272) setting forth the Conservation Buffer applicable to banks in Chile; (x) on November 30, 2020, the CMF published the regulation (Circular No. 2,280) setting forth the standard methodology for operational risk weighted assets, without allowing banks to use their own methodologies for operational risk weighted assets; (y) on December 1, 2020, the CMF published the regulation (Circular No. 2,281) setting forth the methodologies that banks must consider for credit risk weighted assets, including the use of both the standard and the internal methodologies; and (z) on December 1, 2020, the CMF published the regulation (Circular No. 2,282) setting forth the standard methodology for market risk weighted assets, without allowing banks to use their own methodologies for market risk weighted assets; |
9
| b. | Beginning on December 1, 2020, the Central Bank of Chile may impose an additional basic capital requirement (Counter-Cyclical Buffer) of up to 2.5% of a bank’s risk weighted assets, net of required allowances, above the minimum requirements. This additional requirement may be imposed by the Central Bank of Chile on a general basis applicable to all banking institutions, as a contra-cyclical measure. Note that on September 25, 2020 the CMF published the regulation (Circular No. 2,272) setting forth the Counter-Cyclical Buffer that may be applicable to banks in Chile; |
| c. | In the event that the CMF determines, through a grounded resolution and with the affirmative consent of the Counsel of the Central Bank of Chile, that a bank or group of banks has systemic importance, the CMF will be entitled to impose, among others, one or more of the following conditions: (y) an increase between 1% and 3.5% to the basic capital over risk weighted assets, net of required allowances, above the aforementioned 8% minimum effective net equity (Patrimonio Efectivo) requirement and (z) an increase of up to 2% to the basic capital over total assets, net of required allowances, above the aforementioned 3% minimum basic capital requirement. The conditions imposed on a bank qualified of systemic importance may be terminated in the event the Council of the CMF determines that a bank no longer has systemic importance. |
On November 2, 2020, the CMF published the regulation (Circular No. 2,276) setting forth the factors and methodologies to be considered to determine whether a bank or group of banks qualifies as of systemic importance; this regulation also provides the additional basic capital requirements to be imposed on a bank if it is considered of systemic importance. This regulation, which became effective on December 1, 2020, provides that the additional basic capital requirements will be applied progressively from December 1, 2022 to December 1, 2025, at a ratio of 25% per year until reaching 100% on December 1, 2025. Finally, the first resolution qualifying banks as systemically important was issued on March 31, 2021 and qualifies Itaú Corpbanca, among others, as a bank of systemic importance.
In general terms, the rating of a bank or group of banks under the same controller as of systemic importance is associated with the group’s materiality to the operation of the Chilean financial system. Materiality is determined based on a finding that the financial weakening or eventual insolvency of a bank or group of banks under the same controller could have material adverse consequences on the rest of the financial system or even on the country’s economy as a whole. To establish the degree of systemic importance of a bank or group of banks under the same controller, the CMF considers as a reference framework the evaluation methodology established by the Basel Committee on Banking Supervision (BCBS) in force since January 1, 2016, which contemplates the creation of an index based on different factors that determine the systemic impact of a bank if it were to financially weaken or become insolvent.
In accordance with the above, to establish the degree of systemic importance of a bank, the CMF established an index of systemic importance, determined by the weighted aggregate of the relative percentage of participation of each bank in the following factors, each of which is will be calculated from a set of sub-factors: size, local interconnection (sub-factors to be measured only within the local market, including assets within the Chilean financial system and liabilities within the Chilean financial system), local substitutability (sub-factors to be measured only within the local market including payment activities, deposits and loans), and complexity (sub-factors to be measured include OTC derivative contracts, inter-jurisdictional assets, inter-jurisdictional liabilities, assets at fair value and assets of third parties under the bank’s management).
Specifically, the systemic importance index is calculated as: (a) the weighted average of the bank’s scores in the four factors set forth in the preceding paragraph, using the following weighting: 30% for size and local interconnection and 20% for local substitutability and complexity, and (b) the bank’s score in each factor will be equal to the weighted average of its percentage participation in each of the sub-factors. This participation is multiplied by 10,000 to express it in basis points; and
| d. | If after a review process, to the judgment of the CMF, a bank presents risks not properly protected with the equity requirements mentioned above, the CMF may impose additional equity requirements, starting in the |
10
| fourth quarter of 2020. Such additional equity requirements may consist in an additional basic capital, or one or more of the instruments listed in numbers (ii), (iii), (iv) and (v) of the following paragraph. In any event, the additional equity requirements shall not exceed 4% of its risk weighted assets, net of required allowances. For these purposes, on September 11, 2020, the CMF issued the regulation (Circular No. 2,270) setting forth the general criteria and guidelines to determine the additional equity requirements as a result of this CMF supervision process. This regulation imposes on banks the obligation to prepare and deliver a Self-Assessment Report on the Effective Net Equity (Informe de Autoevaluación de Patrimonio Efectivo or the IAPE) to the CMF on a yearly basis, no later than April each year. This new regulation became effective as of September 11, 2020; however the IAPE must be delivered progressively pursuant to the following timeline: Starting April 2021, in a simplified format considering credit risk only; starting April 2022, in a simplified format considering credit, market and operational risks, and starting April 2023, in a full format considering all the material risks of the bank. |
To determine the effective net equity of a bank (Patrimonio Efectivo), the Chilean Banking Act authorizes the CMF to set forth, through a general regulation, adjustments or exclusions of assets and liabilities, including risk mitigators, that impact its value. Pursuant to this authorization, on October 8, 2020, the CMF published the regulation (Circular No. 2,274) containing the elements of and discounts to the regulatory capital of Chilean banks. This regulation became effective on December 1, 2020 and the regulatory adjustments and exclusions will be applied progressively during a 5-year term, without discounts in 2021 and with progressive increases beginning with 15% on December 1, 2022, 30% from December 1, 2023, 65% from December 1, 2024 and reaching 100% on December 1, 2025.
Pursuant to the above-mentioned regulation, the effective net equity (Patrimonio Efectivo) or regulatory capital of a bank is the sum of the following factors: (a) tier 1 (T1) capital, plus (b) tier 2 (T2) capital. In turn, (y) tier 1 (T1) capital is the sum of (1) the bank’s basic capital or common equity tier 1 (CET1) (i.e., paid-in capital and reserves) and (2) the additional tier 1 (AT1) capital (i.e., bonds issued without a maturity date and preferred stocks valued at their issue price, for an amount up to one third of the banks’ basic capital), and (z) tier 2 (T2) capital corresponds to (1) subordinated bonds issued by the bank valued at their issue price and for an amount of up to 50% of its basic capital (provided that the value of the bonds shall decrease by 20% for each year that elapses during the period commencing six years prior to their maturity) and (2) the bank’s voluntary allowances for loan losses up to (A) 1.25% of its credit risk weighted assets, if standard methodologies are applied, or (B) 0.625% in the event non-standard methodologies are applied.
11
The following table sets forth the Basel III Implementation Calendar for Chilean banks:
December 31, | ||||||||||||
2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||
Credit Risk (1) | Basel I | · | · | · | · | · | ||||||
Market Risk (2) | N/A | · | · | · | · | · | ||||||
Operational Risk (3) | N/A | · | · | · | · | · | ||||||
Conservation Buffer | 0.0 | % | 0.625 | % | 1.125 | % | 1.875 | % | 2.5 | % | ||
AT1 | 0.0 | % | 0.0 | % | 0.5 | % | 1.0 | % | 2.0 | % | ||
SIB (4) | 0.0 | % | 0.0 | % | 25.0 | % | 50.0 | % | 75.0 | % | 100.0 | % |
Capital discounts | 0.0 | % | 0.0 | % | 15.0 | % | 30.0 | % | 65.0 | % | 100.0 | % |
Pillar III | First report | |||||||||||
Pillar II | In effect | First IAPE | ||||||||||
| (1) | The Basel Committee on Banking Supervision (BCBS) defines Credit Risk as the risk that a debtor or bank counterparty does not meet its obligations in accordance with the agreed terms. |
| (2) | BCBS defines Market Risk as the risk of losses arising from movements in market prices. |
| (3) | BCBS defines Operational Risk as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. |
| (4) | Sistemically Important Banks. The Bank has been designated as an SIB by the CMF. |
Rounding and Other Matters
Certain figures included in this Annual Report and in our consolidated financial statements as of December 31, 2020 and 2021 and for the years ended December 31, 2019, 2020 and 2021 have been rounded for ease of presentation. Percentage figures included in this Annual Report have in all cases not been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Annual Report may vary slightly from those obtained by performing the same calculations using the figures in our consolidated financial statements as of December 31, 2020 and 2021 and for the years ended December 31, 2019, 2020 and 2021. Certain other amounts that appear in this Annual Report may similarly not sum due to rounding.
Inflation figures relating to Chile are those reported by the Chilean National Statistics Institute (Instituto Nacional de Estadísticas) or INE, unless otherwise stated herein or required by the context. Inflation figures relating to Colombia are those reported by the Colombian National Administrative Department of Statistics (Departamento Administrativo Nacional de Estadística) or DANE, unless otherwise stated herein or required by the context. See “Item 3. Key Information—Exchange Rate Information” below.
In this Annual Report, all macroeconomic data related to the Chilean economy is based on information published by the Central Bank of Chile and all macroeconomic data related to the Colombian economy is based on information published by the Central Bank of Colombia or DANE. All market share and other data related to the Chilean financial system is based on information published by the CMF as well as other publicly available information and all market share and other data related to the Colombian financial system is based on information published by the Colombian Financial Superintendency (Superintendencia Financiera de Colombia) as well as other publicly available information. The CMF publishes the consolidated risk index (ratio of allowance for loans losses over total loans) of the Chilean financial system on a monthly basis. The Colombian Financial Superintendency publishes every month the consolidated data required to calculate the risk index of the Colombian banking system (loan loss allowances and total loans).
12
EXCHANGE RATE INFORMATION
Exchange Rates
Chile has two currency markets, the Formal Exchange Market (Mercado Cambiario Formal) and the Informal Exchange Market (Mercado Cambiario Informal). The Formal Exchange Market is comprised of banks and other entities authorized by the Central Bank of Chile. The Informal Exchange Market is comprised of entities that are not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies, among others. The Central Bank of Chile is empowered to require that certain purchases and sales of foreign currencies be carried out on the Formal Exchange Market. Both the Formal and Informal Exchange Markets are driven by free market forces. Current regulations require that the Central Bank of Chile be informed of certain transactions and that they be effected through the Formal Exchange Market.
The U.S. dollar observed exchange rate (dólar observado), or the Observed Exchange Rate, which is reported by the Central Bank of Chile and published daily in the Official Gazette (Diario Oficial) is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market. Nevertheless, the Central Bank of Chile may intervene by buying or selling foreign currency on the Formal Exchange Market to attempt to maintain the Observed Exchange Rate within a desired range. Even though the Central Bank of Chile is authorized to carry out its transactions at the Observed Exchange Rate, it often uses spot rates instead. Many other banks carry out foreign exchange transactions at spot rates as well.
The Informal Exchange Market reflects transactions carried out at an informal exchange rate. There are no limits imposed on the extent to which the rate of exchange in the Informal Exchange Market can fluctuate above or below the Observed Exchange Rate.
The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos.
As of December 31, 2021, the Bank’s U.S. dollar exchange rate was Ch$844.08 per US$1.00 and the Bank’s Colombian peso exchange rate was COP$4,013.51 per US$1.00.
Exchange Controls Considerations
Investments made in our common shares and our American Depositary Shares, or ADSs, are subject to the following requirements:
| ● | any foreign investor acquiring common shares to be deposited into an ADS facility who brought funds into Chile for that purpose must bring those funds through an entity participating in the Formal Exchange Market; |
| ● | the entity participating in the Formal Exchange Market through which the funds are brought into Chile must report such investment to the Central Bank of Chile; |
| ● | all remittances of funds from Chile to the foreign investor upon the sale of common shares underlying ADSs, or from dividends or other distributions made in connection therewith must be made through the Formal Exchange Market; and |
| ● | all remittances of funds made to the foreign investor must be reported to the Central Bank of Chile. |
When funds are brought into Chile for a purpose other than to acquire common shares to convert them into ADSs and subsequently are used to acquire common shares to be deposited into the ADS facility, such investment must be reported to the Central Bank of Chile by the custodian within ten days following the end of each month within which the custodian is obligated to deliver periodic reports to the Central Bank of Chile.
13
All payments made within Chile in foreign currency in connection with ADSs through the Formal Exchange Market must be reported to the Central Bank of Chile by the entity participating in the transaction. In the event there are payments made outside of Chile, the foreign investor must provide the relevant information to the Central Bank of Chile directly or through an entity of the Formal Exchange Market within the first ten calendar days of the month following the date on which the payment was made.
We cannot assure you that additional Chilean restrictions applicable to the holders of the ADSs, the disposition of shares underlying ADSs or the conversion or repatriation of the proceeds from such disposition will not be imposed in the future, nor can we assess the duration or impact of such restriction if imposed.
This summary does not purport to be complete and is qualified by reference to Chapter XIV of the Central Bank Foreign Exchange Regulations, a copy of which is available in the original Spanish version at the Central Bank of Chile’s website at www.bcentral.cl.
A. [RESERVED]
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
We wish to caution readers that the following important factors, and those important factors described in other reports submitted to, or filed with the Securities and Exchange Commission, or the SEC, among other factors, could affect our actual results and could cause our actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. In particular, as we are a non-U.S. company, there are risks associated with investing in our ADSs that are not typical for investments in the shares of U.S. companies. Prior to making an investment decision, you should carefully consider all of the information contained in this document, including the following factors.
Risks Associated with Our Business
The growth and composition of our loan portfolio may expose us to increased loan losses.
In 2021, our aggregate gross loan portfolio increased by 9.4% driven by both the Chilean and Colombian portfolios. Mortgage and commercial loans in Chile, as well as the retail business in Colombia, particularly the expansion of consumer loans, led to the overall portfolio increase. Consistent with our strategy, we increased the share of mortgage and consumer loans in our portfolio from 34.5% to 36.7% while ceding some ground in commercial loans, especially in our wholesale business, where we are focusing on improving returns. This trend is a key indicator that we are making progress towards balancing our loan portfolio. Our business strategy is to grow profitably while increasing our loan portfolio size. Through the further expansion of our loan portfolio in retail segments, we are seeking to decrease our corporate segment concentration and, as a result, balance our loan portfolio and strengthen our retail operation (particularly in the consumer segment), which may expose us to a higher level of loan losses and require us to establish higher levels of provisions for loan losses.
As of December 31, 2021, commercial loans represented 63.3% of our total loan portfolio, a decrease when compared to the same period in 2020. As of December 31, 2021, mortgage loans represented 25.2% of our total loan portfolio compared to 23.5% as of December 31, 2020 and consumer loans represented 11.4% of our total loan portfolio compared to 11.0% as of December 31, 2020.
14
The consumer loans portfolio represents the single highest level of risk in our loan portfolio. As of December 31, 2021, the risk index (ratio of allowance for loans losses over total loans) of the consumer segment was 6.7% while other business units of our loan portfolio, such as mortgage loans and commercial loans, had lower risk indexes of 1.2% and 4.3% respectively.
Our consumer loan portfolio may experience loan losses due to the absence of collateral in respect of unsecured loans, insufficient collateral in collateralized loans, and risks relating to the circumstances of individual borrowers, including unemployment or incapacitation of our consumer borrowers.
We believe our total allowances for loan losses is adequate as of the date hereof to cover all known and expected losses in our total loan portfolio. The growth of our loan portfolio may expose us to a higher level of loan losses and require us to establish proportionately higher levels of provisions for loan losses, which would offset the increased income that we can expect to receive as our loan portfolio grows.
Our loan portfolio may not continue to grow at the same or similar rate.
Past performance of our loan portfolio may not be indicative of future performance. Our loan portfolio may not continue to grow at the same or similar rates as the growth rate that we historically experienced. Additionally, changes in the Chilean or Colombian economies, a slowdown in the growth of customer demand, an increase in market competition or changes in governmental regulations could also adversely affect the rate of growth of our loan portfolio and our risk index.
Our allowances for loan losses may not be adequate to cover the future actual losses to our loan portfolio.
As of December 31, 2021, our allowance for loan losses was Ch$947,812 billion (excluding allowances for loan losses on loans and receivable to banks) and the risk index (or allowances for loan losses to total loans) was 3.8%. The amount of allowance for loan losses is based on our current assessment and expectations concerning various factors affecting the quality of our loan portfolio. These factors include, among others, our customers’ financial condition, repayment abilities and repayment intentions, the realizable value of any collateral, the prospects for support from any guarantor, Chilean and Colombian economies, government macroeconomic policies, interest rates and the legal and regulatory environment. Many of these factors are beyond our control. In addition, as these factors evolve, the models we use to determine the appropriate level of allowance for loan losses require recalibration, which may lead to increased provision for loan losses. If our assessment of, and expectations concerning, the above mentioned factors differ from actual developments, if the quality of our loan portfolio deteriorates or if the future actual losses exceed our estimates, our provisions may not be adequate to cover actual losses and we may need to make additional reserves, which may materially and adversely affect our results of operations and financial condition.
If we are unable to maintain the quality of our loan portfolio, our financial condition and results of operations may be materially and adversely affected.
As of December 31, 2021, our non-performing loans were Ch$464,821 million, which resulted in a non-performing to total loans ratio of 1.9% as of December 31, 2021. Further, our loan portfolio classified as stage 3, under IFRS 9, was Ch$1,449,145 million with an expected credit loss (“ECL”) coverage of 33.4% as of December 31, 2021. We seek to continue to improve our credit risk management policies and procedures. However, we cannot assure you that our credit risk management policies, procedures and systems are free from any deficiency; for instance, the ongoing COVID-19 pandemic may affect our ability to accurately assess the creditworthiness of borrowers. Failure of credit risk management policies may result in an increase in the level of non-performing loans and adversely affect the quality of our loan portfolio. In addition, the quality of our loan portfolio may also deteriorate due to various other reasons, including factors beyond our control, such as the macroeconomic factors affecting the Chilean or Colombian economies. If such deterioration were to occur, it could materially and adversely affect our financial conditions and results of operations.
Additionally, due to limitations in the availability of information and the developing information infrastructure in Chile and Colombia, our assessment of the credit risks associated with a particular customer may not be based on
15
complete, accurate or reliable information. In addition, although we have been improving our credit scoring systems to better assess borrowers’ credit risk profiles, we cannot assure you that our credit scoring systems collect complete or accurate information reflecting the actual behavior of customers or that their credit risk can be assessed correctly.
Furthermore, a substantial number of our customers consist of individuals and small-to-medium-sized enterprises, or SMEs. Our business results relating to our lower-income individual and SME customers are, however, more likely to be adversely affected by downturns in the Chilean and Colombian economies, including increases in unemployment, than our business from large corporations and high-income individuals. For example, unemployment directly affects the capacity of individuals to obtain and repay consumer loans. Consequently, this could materially and adversely affect the liquidity, business and financial condition of our customers, which may in turn cause us to experience higher levels of past due loans, and result in higher allowances for loan losses, which could in turn materially affect our asset quality, results of operations and financial conditions.
The value of any collateral securing our loans may not be sufficient, and we may be unable to realize the full value of the collateral securing our loan portfolio.
From time to time, we require our borrowers to collateralize their loans with guarantees, pledges of particular assets or other security. The value of any collateral securing our loan portfolio may significantly fluctuate or decline due to factors beyond our control. Such factors include market factors, environmental risks, natural disasters, macroeconomic factors and political events affecting the Chilean or Colombian economies. Any decline in the value of the collateral securing our loans may result in a reduction in the recovery from collateral realization and may have an adverse impact on our results of operations and financial condition.
In addition, we may face difficulties in perfecting our liens and enforcing our rights as a secured creditor. In particular, timing delays and procedural problems in enforcing against collateral and local protectionism in the markets in which we operate may make foreclosures on collateral and enforcement of judgments difficult and may result in losses that could materially and adversely affect our results of operations and financial condition.
We may be unable to meet requirements relating to capital and liquidity adequacy.
Unless an exception applies, Chilean banks are required by the Chilean General Banking Act (as amended) to maintain (1) a regulatory capital of at least 8% of risk-weighted assets, net of required allowance for loan losses and deductions, as calculated in accordance with Chilean Bank GAAP, and a (2) basic capital not lower than (y) 4.5% of its risk weighted assets and (z) 3% of its total assets, in both cases, net of required allowance for loan losses. See “Item 3. Key Information—Presentation of Financial and Other Information—Specific Loan Information” in this Annual Report for additional information regarding events in which a higher effective net equity and/or a higher basic capital may be required and detail on certain regulations that were issued by the CMF during 2020, which may impose additional capital and reserve requirements.
Due to the Merger and considering that the market participation of the merged bank was higher than 15% and below 20%, the CMF considered the Bank to have a material market share and therefore imposed a larger regulatory minimum capital of 10% on the Bank instead of the previous 8%. For the purposes of maintaining a high solvency classification from the CMF and continued compliance with the CMF's capital requirements on us, our intention is to have the highest classification from the CMF. As of December 31, 2021, our regulatory capital to risk weighted assets ratio was 16.2% according to the rules issued by the CMF under the Basel III capital requirements standards in Chile, in full compliance with the capital adequacy requirements under the Chilean General Banking Act (as amended) and CMF regulations. See “Item 4. Information on the Company—B. Business Overview—Chilean Banking Regulation and Supervision—Capital Adequacy Requirements” for more information on capital adequacy requirements in Chile.
Additionally, Colombian financial institutions are subject to capital adequacy requirements that are based on applicable Basel Committee standards. Current regulations establish four categories of assets, which are each assigned different risk weights, and require that a credit institution’s solvency ratio (as defined below) be at least 9% of that institution’s total risk-weighted assets, and that its basic solvency ratio be at least 4.5% of that institution’s total risk-weighted assets. Technical Capital for the purposes of the Colombian regulations consists of the sum of tier one capital
16
(ordinary basic capital), additional tier one capital (additional basic capital) and tier two capital (additional capital). As of December 31, 2021, the consolidated ratio for our Colombian operations (calculated according to the Colombian Financial Superintendency definitions for “Total Solvency” (Solvencia Total)) was 13.7%. See “Item 4. Information on the Company—B. Business Overview—Chilean Banking Regulation and Supervision—Capital Adequacy Requirements” for more information on capital adequacy requirements in Colombia.
Furthermore, the Colombian government issued Decree No. 1477 of 2018 and Decree No. 1421 of 2019, which provide for complementary ratio mechanisms such as (i) an additional primary solvency ratio (Relación de Solvencia Básica Adicional), (ii) a leverage ratio (Relación de Apalancamiento) and (iii) buffers (Colchones). These new complementary ratio mechanisms have been implemented to adopt the recommendations set forth by Basel III. Financial institutions have been required to comply with Decree No. 1477 of 2018 since February 6, 2020 and with Decree No. 1421 of 2019 since January 1, 2021. However, with respect to the matters regarding the additional primary solvency ratio and the buffers included in Decree No. 1421 of 2019, a gradual four-year implementation schedule is being followed, starting on January 1, 2021. See “Item 4. Information on the Company—B. Business Overview—Colombian Banking Regulation and Supervision – Capital Adequacy Requirements Amendment.”
Certain developments could affect our ability to continue to satisfy the current capital adequacy requirements applicable to us, including:
| ● | the increase of risk-weighted assets as a result of the expansion of our business; |
| ● | the failure to increase our capital correspondingly; |
| ● | losses resulting from a deterioration in our asset quality; |
| ● | declines in the value of our financial instruments at fair value through other comprehensive income; |
| ● | increases in goodwill and minority interest deductions from capital; |
| ● | mergers and acquisitions; |
| ● | changes in accounting rules; |
| ● | changes in the guidelines regarding the calculation of the capital adequacy ratios of banks in the countries we operate; and |
| ● | fluctuations in exchange rates that could impact our loan portfolio, valuation adjustments due to the translation effects in equity or hedging strategies. |
Although we have historically complied with our capital adequacy obligations in the jurisdictions where we operate, there can be no assurance that we will continue to do so in the future. We may be required to raise additional capital in the future in order to maintain our capital adequacy ratios above the minimum required levels. Our ability to raise additional capital may be limited by numerous factors, including: our future financial condition, results of operations and cash flows; any necessary government regulatory approvals; our credit ratings; general market conditions for capital raising activities by commercial banks and other financial institutions; and domestic and international economic, political and other conditions. If we require additional capital in the future, we cannot assure you that we will be able to obtain such capital on favorable terms, in a timely manner or at all. For information on actions we are considering to address our capital adequacy ratios going forward, see “Item 5—Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital”.
Furthermore, if we fail to meet the capital adequacy requirements, we may be required to take corrective actions or be subject to sanctions in the jurisdictions where we operate. These measures or sanctions could materially and adversely affect our business reputation, financial condition and results of operations.
17
On March 3, 2022, the Central Bank of Chile amended Chapter III.B.2.1 of the Compendio de Normas Financieras, or the Central Bank Financial Regulations containing the rules for local banks with respect to management and measurement of banks’ liquidity positions, compelling banks to share financial information with the regulator and the general public regarding liquid assets, liabilities, concentration of financial instruments by type of liability and counterparty and weighted maturity by type of liability, among other metrics. Pursuant to the new rules, the Liquidity Coverage Ratio (LCR) is required at a minimum level of 80% for 2021, 90% as of January 1, 2022 and 100% as of June 1, 2022. The Net Stable Funding Ratio (NSFR) is required for informational purposes and at a minimum level of 60% as of June 1, 2022 that will increase 10% per year until it reaches 100% as of January 1, 2026. As of December 31, 2021, the LCR for our Chilean operations was 195%. We cannot assure you that any future liquidity requirements imposed by our regulators will not have a material impact on our financial condition or results of operations in the future. See “Item 4. Information on the Company—B. Business Overview—Chilean Banking Regulation and Supervision—Reserve Requirements” for more information on liquidity requirements in Chile.
Liquidity adequacy requirements for Colombian financial institutions (as set forth in Resolución Externa No. 5 de 2008, as amended, issued by the board of directors of the Central Bank of Colombia) include 8% on demand and savings deposits, with the exception of time certificates of deposit under 18 months, in which case the percentage is 3.5% or 0% when they exceed that term. As of December 31, 2021, the LCR for our Colombian operations (calculated according to the Colombian Financial Superintendency) was 323.7% (138.8% under our internal models based on Basel III standards). Although we have historically complied with our required liquidity ratios, there can be no assurance that we will continue to do so in the future. See “Item 4. Information on the Company—B. Business Overview—Colombian Banking Regulation and Supervision—Reserve Requirements” for more information on liquidity requirements in Colombia.
We are dependent on key personnel.
Our development, operation and growth depend significantly upon the efforts and experience of our board of directors, senior management and other key executives. The loss of key personnel for any reason, including retirement or our inability to timely attract and retain qualified management personnel to replace them, could have a material adverse effect on our business, financial condition and results of operations.
We are subject to market risk.
We are affected by changes in local and global economic conditions as both domestic and international idiosyncratic factors and market structures have an impact in our activities. As a bank with regional exposure, market risk, or the risk of losses in positions arising from movements in market prices, is inherent in the products and instruments associated with our operations, including loans, deposits, securities, bonds, long-term debt, short-term borrowings, proprietary trading in assets and liabilities and derivatives. Moreover, as we operate in financially integrated economies, changes in market conditions that may affect our financial condition and results of operations include fluctuations in interest and currency exchange rates, securities prices, and changes in the implied volatility of interest rates and foreign exchange rates, among others.
For example, the recent action of Russian military forces and support personnel in Ukraine has escalated tensions between Russia and the United States, the North Atlantic Treaty Organization (“NATO”), the European Union and the United Kingdom (“U.K”). The United States has imposed, and is likely to impose material additional, financial and economic sanctions and export controls against certain Russian organizations and/or individuals, with similar actions either implemented or planned by the EU and the U.K. and other jurisdictions. During the week of February 21, 2022, the United States, the U.K., and the European Union each imposed packages of financial and economic sanctions that, in various ways, constrain: (i) transactions with numerous Russian entities and individuals; (ii) transactions in Russian sovereign debt; and (iii) investment, trade, and financing to, from, or in certain regions of Ukraine. In addition, the military conflict between Russia and Ukraine has increased many commodity prices, such as the prices of energy and oil. While the invasion continues toward major Ukrainian cities, the United States, the European Union and the U.K. and other jurisdictions are likely to impose additional material, financial and economic, sanctions and export controls, including against the Russian energy sector, in which the country is an important global producer. Such actions and sanctions could have negative impacts on regional and global financial markets and economic conditions, including
18
disruptions/ interruptions in distribution channels, new price surges and increases in inflation across countries. Such events could have a material adverse effect on our business and financial performance, including through increased costs of compliance, restrictions on our and our clients’ ability to enter into transactions with counterparties in specific regions of the world, higher volatility in foreign currency exchange rates, and increased input costs (such as energy).
Further, the ongoing COVID-19 pandemic continues to add uncertainty to global economic activity. Authorities around the world continue to take measures aimed at containing the spread of the virus and new variants, and related restrictions will likely remain in place and depress activities. The materialization of these risks has affected global growth and may continue to decrease the investors’ interest in assets in Chile, Colombia and other countries in which we do business, which has already impacted the market price of our securities and may continue to do so, possibly making it more difficult for us to access capital markets and, as a result, to finance our operations in the future.
Our results of operations are affected by interest rate volatility and inflation rate volatility.
Our results of operations depend to a great extent on our net interest income. In 2019, 2020, and 2021 our ratio of net interest income to total operating income before provision for loan losses was 69.8%, 78.1% and 71.6%, respectively. Changes in market interest rates in Chile or Colombia could affect the interest rates earned on our interest-earning assets differently from the interest rates paid on our interest-bearing liabilities, leading to a reduction in our net interest income. Interest rates are highly sensitive to many factors beyond our control, including the monetary policies of the Central Bank of Chile and the Central Bank of Colombia, changes in regulation of the financial sector in Chile and Colombia, domestic and international economic and political conditions and other factors. Yields on the Chilean government’s 90 day benchmark rate reached a high of 3.0% and a low of 1.8% in 2019, a high of 1.8% and a low of 0.5% in 2020 and a high of 4.0% and a low of 0.5% in 2021. On the other hand, the Colombian government does not issue short-term bonds of 30, 60 or 90 days as the Chilean government does. Instead, every month the board of directors of the Central Bank of Colombia determines the benchmark rate in order to achieve a specific goal of inflation. Yields on the Colombian benchmark rate reached was flat at 4.3% in 2019, reached a high of 4.25% and a low of 1.75% in 2020, and reached a high of 3.0% and a low of 1.75% in 2021. As of December 31, 2019 and 2020, we had Ch$3,599 million and Ch$3,971 million, respectively, in financial instruments at fair value through other comprehensive income. As of December 31, 2021, we had Ch$3,660 million in financial instruments at fair value through other comprehensive income.
In the current global economic climate, there is a greater degree of uncertainty and unpredictability in the policy decisions and the setting of interest rates by the Central Bank of Chile and the Central Bank of Colombia and, as a result, any volatility in interest rates could adversely affect us, including our future financial performance and the market value of our securities. In addition, inflation rate volatility, particularly in the event of inflation drops sharply, could adversely affect our net interest income due to the structural gap that exists between inflation-indexed assets and liabilities.
Increased competition and industry consolidation may adversely affect the results of our operations.
The Chilean and Colombian markets for financial services are highly competitive and competition is likely to increase.
In Chile, we face competition from banking and non-banking institutions with respect to the different products we offer. In the consumer and other loans businesses, we compete with other banks, credit unions and public social security funds (cajas de compensación). In some of our credit products, we face competition from department stores, large supermarket chains and leasing, factoring and automobile finance companies, and in the saving products and mortgage loans businesses we compete with mutual funds, pension funds, insurance companies and with residential mortgage loan managers (Administradoras de Mutuos Hipotecarios). Furthermore, under the Chilean General Banking Act, representative offices of non-Chilean banks are allowed to promote the credit products and services of their headquarters, which has increased, and may further increase, competition in our industry and, thus, have an adverse effect on our results of operation and financial condition.
Non-traditional providers of banking services, such as fintech companies, e-commerce providers, mobile telephone companies and internet companies may offer and/or increase their offerings of financial products and services directly to
19
customers. These non-traditional providers of banking services currently have an advantage over traditional providers because they are not subject to banking regulations. Several of these competitors may have long operating histories, large customer bases, strong brand recognition and significant financial, marketing and other resources. They may adopt more aggressive pricing and rates and devote more resources to technology, infrastructure and marketing. In particular, we face the challenge to compete in an ecosystem where the relationship with the consumer is based on access to digital data. This access is increasingly dominated by digital platforms and fintech companies, which already have a significant presence in relevant markets, such as payments. This privileged access to data can be used as a leverage to compete with us in other adjacent markets and may reduce our operations and margins in core businesses such as lending or wealth management. The alliances that our competitors are starting to build with big technology companies can make it more difficult for us to successfully compete with them and could adversely affect us.
In Colombia, we also operate in a highly competitive environment and increased competitive conditions are to be expected in the jurisdictions where we operate. Intensified merger activity in the financial services industry produces larger, better capitalized and more geographically diverse firms that are capable of offering a wider array of financial products and services at more competitive prices. Our ability to maintain our competitive position in Colombia depends mainly on our ability to fulfill new customers’ needs through the development of new products and services and offer adequate services and strengthen our customer bases through cross-selling. In addition, our efforts to offer new services and products may not succeed if product or market opportunities develop more slowly than expected or if the profitability of opportunities is undermined by competitive pressures.
Our risk management system may not be sufficient to avoid losses that could have a material adverse effect on our business, financial condition and results of operations.
In addition to lending, our financial activities also involve trading of securities and derivatives by our treasury division. Our financial success depends on, among other factors, our ability to accurately balance risks and returns from our operations. We use various processes to identify, analyze, manage and control our risk exposure, both in favorable and adverse market conditions. However, these processes involve subjective and complex judgments and assumptions, including projections of economic conditions and assumptions on the ability of our borrowers to repay their loans. Because of the nature of these risks, we cannot guarantee that our risk management efforts will prevent us from experiencing material losses. In particular, we may experience losses that could have a material adverse effect on our business, financial condition and results of operations if, among other factors:
| ● | we are not capable of identifying all of the risks that may affect our portfolio; |
| ● | our risk analysis or our measures taken in response to such risks are inadequate or inaccurate; |
| ● | the markets move in an unexpected and adverse way with respect to speed, direction, strength or other aspects and our ability to manage risks in such a scenario is restricted; |
| ● | our clients are affected by unforeseen events resulting in their default or losses in an amount higher than those considered in our risk analyses; or |
| ● | collateral pledged in our favor is insufficient to cover our clients’ obligations to us if they default. |
We are subject to concentration risk.
Concentration risk is the risk associated with potentially high financial losses triggered by significant exposure to a particular component of risk, whether it be related to a particular counterparty, industry, geographic region, mitigating instruments, index or currency. Examples of such risks include significant exposure to a single counterparty, to counterparties operating in the same economic sector or geographical region, to businesses segments or credit products, or to financial instruments that depend on the same index or currency.
20
We believe that an excessive concentration with respect to a particular risk factor could have a material adverse effect on our business, financial condition and results of operations.
We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those estimates and assumptions could have a material adverse effect on our operating results.
In connection with the preparation of our consolidated financial statements, we use certain estimates and assumptions based on historical experience and other factors. While we believe that these estimates and assumptions are reasonable under the current circumstances, they are subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, our reported operating results could be materially adversely affected.
Changes in accounting standards could impact reported earnings.
The accounting standard setters and other regulatory bodies periodically change the financial accounting and reporting standards that govern the preparation of our consolidated financial statements. For example, we adopted IFRS 16 as of January 1, 2019, requiring new standards for the recognition, measurement, presentation and disclosure of leases. This led to the recognition of approximately Ch$176,795 million of assets for the right of use and lease liabilities for the same amount as of the date of adoption of IFRS 16. These changes can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements. We cannot assure you that future changes in financial accounting and reporting standards will not substantially affect our results of operations or performance indicators, as we do not know the extent of future changes.
The preparation of our tax returns requires the use of estimates and interpretations of complex tax laws and regulations and is subject to review by taxing authorities.
We are subject to the tax laws and regulations of Chile, Colombia and certain foreign countries. These tax laws are complex and subject to different interpretations by the taxpayer and relevant governmental taxing authorities, which are sometimes subject to prolonged evaluation periods until a final resolution is reached. In establishing a provision for income tax expense and filing returns, we must make judgments and interpretations about the application of these inherently complex tax laws.
If the judgment, estimates and assumptions we use in preparing our tax returns are subsequently found to be incorrect, there could be a material adverse effect on our results of operations.
As a result of the inherent limitations in our disclosure and accounting controls, misstatements due to error or misconduct may occur and not be detected.
Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports we file with or submit to the SEC under the Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to management, recorded, processed summarized and reported within the time periods specified in SEC rules and forms. We believe that any disclosure controls and procedures or internal controls and procedures, including related accounting controls, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. In addition, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls.
Any failure by us to maintain effective internal control over financial reporting may adversely affect investor confidence and, as a result, the value of investments in our securities.
We are required under the Sarbanes-Oxley Act of 2002 to furnish a report by our management on the effectiveness of our internal control over financial reporting and to include a report by our independent registered public accounting
21
firm attesting to such effectiveness. Any failure by us to maintain effective internal control over financial reporting could adversely affect our ability to report accurately our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent auditors determine that we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market prices of our shares and ADSs could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies subject to SEC regulation, also could restrict our future access to the capital markets.
Our reliance on short-term deposits as our principal source of funds exposes us to sudden increases in our costs of funding which could have a material adverse effect on our revenue.
Time deposits and other term deposits are our primary sources of funding, which represented 29.2% of our liabilities as of December 31, 2021. If a substantial number of our depositors withdraw their demand deposits or do not roll over their time deposits upon maturity, our liquidity position, results of operations and financial condition may be materially and adversely affected. We cannot assure you that in the event of a sudden or unexpected shortage of funds, any money markets in which we operate will be able to maintain levels of funding without incurring higher funding costs or the liquidation of certain assets. If this were to happen, our business, results of operations and financial condition may be materially and adversely affected.
Currency fluctuations could adversely affect our financial condition and results of operations and the value of our securities.
Economic policies and any future changes in the value of the Chilean peso or the Colombian peso against the U.S. dollar could affect the dollar value of our securities, since our equity value is denominated in Chilean and Colombian pesos and not hedged against fluctuations of these currencies against U.S. dollars. The Chilean peso and the Colombian peso have been subject to significant fluctuations in their value against the U.S. dollar in the past and could be subject to similar fluctuations in the future. As of December 31, 2019, the Chilean peso depreciated against the U.S. dollar by 7.8% and the Colombian peso depreciated against the U.S. dollar by 0.9%, each as compared to December 31, 2018. As of December 31, 2020, the Chilean peso appreciated against the U.S. dollar by 5.1% and the Colombian peso depreciated against the U.S. dollar by 6.3%, each as compared to December 31, 2019. As of December 31, 2021, the Chilean peso depreciated against the U.S. dollar by 18.8% and the Colombian peso depreciated against the U.S. dollar by 15.2%, each as compared to December 31, 2020.
Our results of operations may be affected by fluctuations in exchange rates between and among the Chilean peso, the Colombian peso and the U.S. dollar despite our internal policy and Chilean and Colombian regulations relating to the general avoidance of material exchange rate gaps. As of December 31, 2019, 2020 and 2021, the gap between foreign currency denominated assets and foreign currency denominated liabilities, excluding derivatives, was Ch$974,361 million, Ch$1,725,528 million and Ch$1,936,599 million, respectively.
We may decide to change our policy regarding exchange rate gaps. Regulations that limit such gaps may also be amended or eliminated. Greater exchange rate gaps could increase our exposure to the devaluation of the Chilean peso and/or the Colombian peso, and any such devaluation may impair our capacity to service our foreign-currency obligations and may, therefore, materially and adversely affect our financial condition and results of operations.
Our business is highly dependent on proper functioning and improvement of information technology systems.
Our business is highly dependent on the ability of our information technology systems to accurately process a large number of transactions across numerous and diverse markets and products in a timely manner. The proper functioning of our financial control, risk management, accounting, customer service and other data processing systems is critical to our business and our ability to compete effectively. We have backup data for our key data processing systems that could be used in the event of a catastrophe or a failure of our primary systems, and have established alternative communication networks where available. However, we cannot assure you that our business activities would not be materially disrupted
22
if there were a partial or complete failure of any of these primary information technology systems or communication networks. Such failures could be caused by, among other things, software bugs, computer virus attacks, cyber-attacks or conversion errors due to system upgrading. In addition, a cyber-attack, including any security breach caused by unauthorized access to information or systems, intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, could have a material adverse effect on our business, results of operations and financial condition. As the cyber-threat landscape evolves, these attacks are growing in frequency, sophistication and intensity, and due to the nature of some of these attacks, there is also a risk that they may remain undetected for a period of time.
Our ability to remain competitive and achieve further growth will depend in part on our ability to upgrade our information technology systems and increase our capacity on a timely and cost effective basis. Any substantial failure to improve or upgrade information technology systems effectively or on a timely basis could materially and adversely affect our business, financial condition and results of operations.
Further, as a result of the ongoing COVID-19 pandemic, we have rapidly increased the number of employees working remotely. This may cause increases in the unavailability of our systems and infrastructure, interruption of telecommunication services, generalized system failures and heightened vulnerability to cyberattacks. Accordingly, our ability to conduct our business may be adversely impacted.
Chile’s continuous political, legal and economic uncertainty arising from social unrest could adversely impact our business.
In October 2019, a series of extreme disruptive protests over economic inequality in Chile were initially sparked by the announcement of a 4% subway fare increase in Santiago. Important political and social actors claim that the social unrest reflects the desire for a new social contract. Chile’s current constitution dates to August 11, 1980 and has been subject to several amendments. The most relevant amendment was published in the Chilean Official Gazette on September 22, 2005. On November 15, 2019, the majority of the local political parties agreed on a new constitutional process, which was initiated by a referendum held on October 25, 2020, in which the choice for a new constitution obtained 78% of the votes and 79% of voters determined that a convention entirely comprised of citizens will draft the new constitution. As a result of this political agreement, Law No. 21,200 and Law No. 21,221 were enacted. See “Item 4. Information on the Company—B. Business Overview— Recent Regulatory Developments in Chile— Referendum to Amend the Chilean Constitution.” As a consequence of the social unrest and the political agreement to vote on a new constitution, there was increased volatility in the Chilean stock market and exchange rate fluctuations that resulted in a weakening of the Chilean peso against the U.S. dollar. Depreciation of the peso prompted the Central Bank to inject liquidity into the economy in U.S. dollars. The share and bond prices of local banks, including ours, suffered significant declines in the market as social protests continued in the country. In addition, many banks and other financial institutions experienced physical damages at their branches and ATMs as a result of violence and vandalism associated with the protests. Although most of our damages are insured, 72 of the Bank’s branches and some of our ATMs suffered varying levels of damage during this period due to vandalism and pillaging, with five of such branches being destroyed.
While unrest has subsided since then, the long-term effects of this social unrest are difficult to predict, but could include slower economic growth and higher unemployment rates that could adversely affect our profitability and prospects. Overall, we cannot assure you that the level of social unrest will not worsen in Chile in the near future, and therefore, we can offer no assurance that social unrest will not have a negative impact on economic growth, the overall Chilean business environment and our results of operations and financial condition.
A worsening of labor relations in Chile or Colombia could impact our business.
As of December 31, 2021, on a consolidated basis we had 5,078 employees in Chile (not including 34 at our New York Branch), of which 60.7% were unionized, and 2,692 employees in Colombia, of which 38.9% were unionized. We are parties to collective bargaining agreements with unions representing our employees in Chile and Colombia. Itaú Corpbanca’s current labor agreements with five unions in Chile were subscribed in January 2020, in March 2020 and in September 2020 and expire in December 2022, March 2023 and August 2023, respectively. Itaú Corpbanca Colombia’s labor agreement with 42 unions in Colombia subscribed on September 1, 2019 expired on August 31, 2021. We generally apply the relevant terms of our collective bargaining agreement to unionized and non-unionized employees in
23
each of the markets in which we operate. We have traditionally enjoyed good relations with our employees and their unions. However, we may not be able to renew our collective bargaining agreements on satisfactory terms or at all. This could result in strikes or work stoppages, which could result in substantial losses. The terms of existing or renewed agreements could also significantly increase our costs or negatively affect us. Also, a strengthening of cross-industry labor movements may result in increased employee or labor costs that could materially and adversely affect our business, financial condition or results of operations.
Law No. 20,940, which became effective on April 1, 2017, introduced significant amendments to the Chilean labor system. The principal amendments enacted by Law No. 20,940 to the existing labor framework in Chile included the expansion of collective bargaining coverage, a limitation on employer’s ability to replace workers on strike, the establishment of a baseline for negotiating new collective bargaining agreements, disclosure requirements regarding employee benefits and in the case of unions that represent employees of various companies in one industry, a requirement that employers negotiate with the union and not just their employees, among others.
Although said reform was intended to encourage collective bargaining and increase unionization rates, the implementation of Law No. 20,940 has not produced a substantive change in the effect of collective bargaining laws in Chile, and consequently unionization rates, collective bargaining agreements and strikes have not noticeably increased. However, according to the agenda of the new Boric administration, which took power on March 11, 2022, new changes in this area might be introduced to increase the power of unions, and therefore, potentially of the ability of employees to strike.
There is currently a new labor reform being discussed in the Chilean Congress, which, among other items, would shorten the work week from 45 hours to 40 hours, excluding lunch breaks. This bill has not made any legislative progress in 2021, but it is one of the bills that the Boric administration may prioritize. If passed, it will have an impact on every employer's labor expenses. The weekly working hours agreed under the collective bargaining agreements we have with our employees are 45 hours (excluding lunch breaks) and our minimum wage is set above the legal minimum. Despite this, we cannot assure you at this time that the new labor reform will not have material impact on our expenses.
Further, Law No. 21,360, published in July 2021, establishes an increment of the Minimum Monthly Income based on the variation of the seasonally adjusted Monthly Economic Activity Index (Imacec). Based on this law, as of January 1, 2022, the Minimum Monthly Income is equivalent to Ch$350,000 (US$414.7). As per recent statements made by President Gabriel Boric, the new administration will promote a project with a view to increase the current Minimum Monthly Income, reaching an amount of Ch$500,000 (US$592.4).
Among the bills that could give rise to higher costs from a labor point of view in Chile, the universal childcare bill and the bill establishing severance payments without caps are worth noting. The universal childcare bill was introduced by the government of President Sebastián Pinera in January 2022 (Bill No. 14782-13). The bill seeks to create a solidarity fund to contribute to the financing of nursery care for children between 6 months and 2 years old of working mothers, ending the current differentiation based on the size of the company (today only employees of companies with 20 or more women are entitled to nursery care). It is intended that the solidarity fund will be financed by a contribution from the employer equivalent to 0.1% of the taxable salaries of its employees, with a ceiling of UF60 (Ch$1.9 million or US$2,203.0). This fund will finance 100% of the benefit for micro and small companies, while medium and large-sized companies will partially finance the cost, contingent upon the size of the company. The bill of law on severance payments without ceilings (Bill No. 14698-13) seeks to eliminate the current 11-year cap of the severance payment for seniority to which an employee who is dismissed from the company under certain grounds, is entitled. Thus, if an employee has worked more than 11 years for an employer, at the time of dismissal he/she will be paid a severance payment equivalent to all his/her years of work, without the maximum threshold of 11 remunerations. This project could mean a considerable increase in dismissal costs.
In Colombia, in July 2021, law 2101 of 2021 was issued to gradually reduce the weekly regular labor schedule without affecting employees’ salary or acquired rights. This law intends to reduce the weekly regular labor schedule from the current 48 hours to 42 hours by 2026. This gradual reduction will be mandatory by July 2023. This reduction may affect directly our labor costs considering the working hours reduction and the impact that this law would have on the payment of overtime surcharges. Additionally, on December 20, 2021, law 2174 of 2021 was issued to introduce a
24
new paid leave applicable to employees who are parents of a minor who suffers from a terminal illness or medical condition, or has a severe medical condition derived from a serious accident and requires permanent care. Such paid leave will be granted once a year, with a term of ten business days.
These and any additional legislative or regulatory actions in Chile, Colombia, Panama, the United States or other countries, and any required changes to our business operations resulting from such labor legislation and regulations, could result in reduced capital availability, significant loss of revenue, limit our ability to continue organic growth (including increased lending), pursue business opportunities in which we might otherwise consider engaging and provide certain products and services, affect the value of assets that we hold, require us to increase our prices and therefore reduce demand for our products, impose additional costs on us or otherwise adversely affect our businesses. Accordingly, we cannot provide assurance that any such new legislation or regulations would not have an adverse effect on our business, results of operations or financial condition in the future.
Through Ruling 71600716, 2019, the State of Council of Colombia stated that temporary employees (employees from staffing companies who render temporary services for user companies) can become unionized and benefit from collective bargaining agreements entered into between user companies to which employees render their services and industry unions. In the ruling, the State of Counsel also stated that the lack of a direct employment relationship between the temporary employees and their user companies should not be an obstacle to the unionization of temporary employees in industry unions.
We are subject to counterparty risk.
We are exposed to counterparty risk in addition to credit risks associated with our lending activities. We routinely conduct transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional clients. Many of the routine transactions we enter into expose us to significant credit risk in the event of default by one of our significant counterparties.
We may incur losses if any of our counterparties fail to meet their contractual obligations, due to bankruptcy, lack of liquidity, operational failure or other reasons that are exclusively attributable to our counterparties. Counterparty risk may arise from, for example, investing in securities of third parties, entering into derivative contracts under which counterparties have obligations to make payments to us or executing securities, futures, currency or commodity trades from proprietary trading activities that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, clearing houses or other financial intermediaries. Failure to meet contractual obligations by our counterparties could have a material adverse effect on our business, financial condition and results of operations.
We rely on third parties for important products and services.
Third party vendors provide key components of our business infrastructure such as loan and deposit servicing systems, back office and business process support, information technology production and support, internet connections and network access. Relying on these third parties and affiliated companies can be a source of operational and regulatory risk to us, including with respect to security breaches affecting such parties. We are also subject to risk with respect to security breaches affecting the vendors and other parties that interact with these service providers. As our interconnectivity with these third parties and affiliated companies increases, we increasingly face the risk of operational failure with respect to their systems. We may be required to take steps to protect the integrity of our operational systems, thereby increasing our operational costs and potentially decreasing customer satisfaction. In addition, any problems caused by these third parties or affiliated companies, including as a result of them not providing us their services for any reason, or performing their services poorly, could adversely affect our ability to deliver products and services to customers and otherwise conduct our business, which could lead to reputational damage and regulatory investigations and intervention. Replacing these third party vendors could also entail significant delays and expense, which could negatively impact our business.
25
We may experience operational problems, errors or misconduct.
We are exposed to many types of operational risks, including the risk of misconduct by employees and outsiders, failure to obtain proper authorizations, failure to properly document transactions, equipment failures and errors by employees. Although we maintain a system of operational controls, there can be no assurances that operational problems or errors will not occur and that their occurrence will not have a material adverse effect on our business, financial condition and results of operations.
Our anti-money laundering and anti-terrorist financing measures may not prevent third parties from using us as a conduit for those activities, which could have a material adverse effect on our business, financial condition and results of operations.
We are required to comply with applicable anti-money laundering and anti-terrorist financing laws and regulations, and we have adopted various policies and procedures, including internal controls and “know-your customer” procedures, aimed at preventing money laundering and terrorist financing. In addition, because we also rely on our correspondent banks having their own appropriate anti-money laundering and anti-terrorist financing procedures, we use what we believe are commercially reasonable procedures for monitoring our correspondent banks. However, these measures, procedures and compliance may not be entirely effective in preventing third parties from using us (and our correspondent banks) as a conduit for money laundering (including illegal cash operations) or terrorist financing without our (and our correspondent banks’) knowledge or consent. If we were to be associated with money laundering (including illegal cash operations) or terrorist financing, our reputation could be harmed and we could become subject to fines, sanctions or legal enforcement (including being added to any “blacklists” that would prohibit certain parties from engaging in transactions with us), which could have a material adverse effect on our business, financial condition and results of operation.
Banking regulations may restrict our operations and thereby adversely affect our financial condition and results of operations.
We are subject to regulation in the markets in which we operate, including by the CMF and by the Central Bank of Chile in Chile, and by the Central Bank of Colombia, the Colombian Ministry of Finance and Public Credit (Ministerio de Hacienda y Crédito Público), the Colombian Financial Superintendency, the Superintendency of Industry and Commerce (Superintendencia de Industria y Comercio), or SIC, and the Self-Regulatory Organization (Autorregulador del Mercado de Valores-AMV, or the SRO) in Colombia.
Pursuant to the Chilean General Banking Act in Chile and the Financial System Organic Act (Estatuto Orgánico del Sistema Financiero) in Colombia, we may, subject to the necessary regulatory approvals, engage in the commercial banking business and in certain businesses in addition to traditional commercial banking. Such additional businesses may include securities brokerage, mutual fund management, securitization, insurance brokerage, leasing, factoring, financial advisory, custody and transportation of securities, loan collection and financial services. Regulators may in the future impose more restrictive limitations on the activities of banks, including us.
New capital adequacy requirements could require us to inject further capital into our business as well as in businesses we acquire, or to capitalize dividends, restrict the type or volume of transactions we enter into, or set limits on or require the change of rates or fees that we charge on certain loans or other products, any of which could lower the return on our investments, assets and equity. We may also face increased compliance costs and limitations on our ability to pursue certain business opportunities.
As a result of the 2008 global financial crisis, there has been an increase in government regulation of the financial services industry in many countries. Such regulation may also be increased in Chile and/or in Colombia, including the imposition of higher capital requirements, heightened disclosure standards and restrictions on certain types of transaction structures. In addition, numerous novel regulatory proposals have been discussed or proposed. If enacted, new regulations could require us to inject further capital into our business, restrict the type or volume of transactions we enter into, or set limits on or require the modification of rates or fees that we charge on certain loans or other products, any of
26
which could lower the return on our investments, assets and equity. We may also face increased compliance costs and limitations on our ability to pursue certain business opportunities.
The banking regulatory and capital markets environment in which we operate is continually evolving and may change.
Changes in banking regulations may materially and adversely affect our business, financial condition and results of operations. Chilean laws, regulations, policies and interpretations of laws relating to the financial system are continually evolving and changing. For more information, see “Item 4. Information on the Company—B. Business Overview—Chilean Banking Regulation and Supervision—Recent Regulatory Developments in Chile.”
In Chile, new regulations have been enacted in the past years which have, among others things, (a) increased the limit on the amount that a bank is allowed to grant as an unsecured loan to a single individual or entity (currently set at 10% of its regulatory capital and up to 30% of its regulatory capital if any loans granted in excess of the 10% are secured by certain collateral, for persons non-related to the bank and at 5% or 25% if loans in excess of 5% are secured by certain collateral, for certain groups of persons related to the bank), (b) allowed marketing and promotion activities of credit products and services by non-Chilean banks with representative offices in Chile, (c) strengthened consumers’ rights in connection with financial products and services; and (d) lowered the maximum legal interest rate that can be imposed in general loans valued at over UF200. These amendments have affected the Chilean banking industry in several ways including by increasing competition, increasing the risks associated with the growth of loan portfolios, providing additional scrutiny regarding prices and contracts for financial products and have caused a loss of flexibility in the determination of price and product distribution strategies in the retail banking unit.
Colombia has also experienced recent changes in applicable laws, regulations and policies, such as those regarding financial inclusion and consumer protection. In order to promote financial inclusion, the Colombian Congress passed Law No. 1735 of 2014, which created a new type of financial entity called Specialized Electronic Deposit and Payment Institutions (Sociedades Especializadas en Depósitos y Pagos Electrónicos, or SEDPEs). Previously, the only activities these entities were authorized to perform were remote cash-in and cash-out deposit operations, the allocation of customers’ funds in electronic deposit accounts and the offering of transactional services such as remittances, transfers and payments. However, SEDPEs have recently been authorized to use correspondent networks and open accounts remotely, and SEDPE customers are authorized to have more than one account per SEDPE, which may further encourage the utilization of SEDPEs in the Colombian financial market. Additionally, along with the global trend to increase the use of technology for different financial services, new regulations may be issued by the Colombian government in order to facilitate the incorporation of these entities into the financial system. Such changes and trends may increase competition in the Colombian financial market and may impair our ability to expand or retain our customer base. On July 31, 2018, the Colombian Ministry of Finance and Public Credit issued Decree No. 1357, which permitted the creation of companies with the purpose of managing electronic systems destined for crowdfunding. The creation of these companies may have an impact on our business, given that they offer an alternative to finance projects that is different from traditional loans.
In addition, Decree 1234 of 2020 sets out a mechanism of procedures, plans, conditions, and requirements to enable testing of innovative technological developments in the activities of the entities supervised by the Colombian Financial Superintendency. The innovative technological developments permitted under Decree 1234 must have one of the following purposes: increasing efficiency in the provision of services or offering of financial products; solving a problem for financial consumers; facilitating financial inclusion; improving regulatory compliance; and developing financial markets or improving their competitiveness. The Colombian Financial Superintendency reported that as of March 2022, 16 alliances were approved to test operations in deposit products, among others, on behalf of cryptoactive platforms in the sandbox implemented by the Colombian regulator. These alliances will have a trial year during which participants can develop their activities.
In Colombia, the Ministry of Finance and Public Credit, the Colombian Central Bank, the Colombian Financial Superintendency and the entities that make up the regulatory financial network have adopted different measures aimed at protecting the stability of the financial system and the proper functioning of the markets, promoting access to liquidity and adequate management of the risks related to the COVID-19 pandemic, and especially protecting financial consumers
27
in this context. One of these measures was Decree 817 of 2020, which took extraordinary measures to allow joint-stock companies (sociedad por acciones simplificada) to issue debt securities and trade them on stock exchanges for a two-year term.
Pursuant to the objective of the Colombian government in adopting the recommendations set forth by Basel III, the Colombian Ministry of Finance and Public Credit issued Decree No. 1477 of 2018 and Decree No. 1421 of 2019, which provide for complementary ratio mechanisms such as (i) an additional primary solvency ratio (Relación de Solvencia Básica Adicional), (ii) a leverage ratio (Relación de Apalancamiento), and (iii) buffers (Colchones). Financial institutions shall comply with Decree No. 1477 of 2018, no later than February 6, 2020 and with Decree 1421 of 2019 no later than January 1, 2021, except on the matters regarding the additional primary solvency ratio and the buffers, which will have a gradual implementation for a four year term, starting after January 1, 2021. However, due to the COVID-19 pandemic, the Basel Committee announced on March 27, 2020 a series of measures aimed at providing additional operational capacity to enable financial entities and their supervisors to respond proactively to the impact that the COVID-19 pandemic has had on the global financial system. Among the measures designed are the following: (i) delaying the final implementation date of certain new Basel III regulations; and (ii) allowing financial institutions to adopt a new market risk framework and make clearer disclosures about their solvency ratios and leverage ratios. Therefore, in March 2020, the Colombian Financial Superintendency issued an external circular (Circular 009, 2020) which (i) postponed sending resolution plans related to the implementation of international standards for different financial entities until April 2021 and (ii) suspended the requirement that entities carry out technical appraisals of suitable guarantees in the terms of the Circular Básica Contable y Financiera for 120 calendar days beginning March 17, 2020. The measures adopted by the Basel Committee allow financial entities to allocate resources that were aimed at strengthening their solvency to respond to the adverse impact that the COVID-19 pandemic has had on global financial markets. The measures allow banks to have greater liquidity in order to promote financing to companies and households. Finally, through the measures implemented by the Basel Committee, supervisors will free up credit capacity by reducing the capital reserves that are required for banks in scenarios in which losses on loans must be covered. As of March 2022, several financial entities, such as Bancolombia S.A., are already implementing financial instruments to adapt to Basel III requirements. See “Item 4. Information on the Company—B. Business Overview—Colombian Banking Regulation and Supervision—Capital Adequacy Requirements Amendment.”
We also have limited operations outside of Chile and Colombia, including Peru and the United States. Changes in the laws or regulations applicable to our business in the countries where we operate, or the adoption of new laws, and related regulations or their applicability or interpretation, may have an adverse effect on our operations and financial condition.
We are subject to regulatory inspections, examinations and to the imposition of fines by regulatory authorities in Chile and in Colombia.
We are also subject to various inspections, examinations, inquiries, audits and other regulatory requirements by Chilean and Colombian regulatory authorities.
We cannot assure you that we will be able to meet all of the applicable regulatory requirements and guidelines, or that we will not be subject to other sanctions, fines, restrictions on our business or other penalties in the future as a result of non-compliance. If other sanctions, fines, restrictions on our business or other penalties are imposed on us for failure to comply with applicable requirements, guidelines or regulations, our business, financial condition, results of operations and our reputation and ability to engage in business may be materially and adversely affected.
Over the last three years the Colombian Financial Superintendency opened several examination processes of the activities of financial institutions, which resulted in the imposition of over 56 sanctions and fines. Deficiencies in the implementation of Risk Management System for Money Laundering and Terrorism Financing parameters and the performance of unauthorized financial activities were the most common reasons for the opening of these examination processes during these years.
28
Security breaches, including cyber-attacks, could materially and adversely affect our business, financial condition and results of operations.
We manage and hold confidential personal information of customers in the conduct of our banking operations, and offer various internet-based services to our clients, including online banking services and mobile banking apps. We could be liable for breaches of security in our online banking services, including cybersecurity breaches. The secure transmission of confidential information over the Internet is essential to maintain our clients’ confidence in our online services. In certain cases, we are responsible for protecting customers’ proprietary information as well as their accounts with us. We have security measures and processes in place to defend against cybersecurity risks; however, cyber-attacks are rapidly evolving (including computer viruses, malicious code, ransomware, phishing or other information security breaches), and we may not be able to anticipate or prevent all such attacks, which could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our or our customers’ confidential, proprietary and other information. Individuals may also seek to intentionally disrupt our online banking services or compromise the confidentiality of customer information with criminal intent. Although we have procedures and controls to safeguard personal information in our possession, as well as systems and processes that are designed to recognize and assist in preventing security breaches, failure to protect against or mitigate breaches of security or other unauthorized disclosures remains a possibility. If such event occurs, the Bank could be in breach of privacy laws or other laws and/or regulations, which could make us subject to legal proceedings and administrative sanctions, including damages, and in turn adversely affect our ability to offer and grow our online services, cause a loss of customer relationships, negatively impact our reputation, and have an adverse effect on our business, results of operations and financial condition.
In recent years, computer systems of companies and organizations have been targeted, not only by cyber criminals, but also by activists and rogue states. Cyber-attacks could give rise to the loss of significant amounts of customer data and other sensitive information, as well as significant levels of liquid assets (including cash). In addition, cyber-attacks could disrupt our electronic systems used to service our customers. As attempted attacks continue to evolve in scope and sophistication, we may incur significant costs in order to modify or enhance our protective measures against such attacks, or to investigate or remediate any vulnerability or resulting breach, or in communicating cyber-attacks to our customers. If we fail to effectively manage our cyber security risk, for example by failing to update our systems and processes in response to new threats, our reputation could be harmed and our operating results, financial condition and prospects could be adversely affected through the payment of customer compensation, regulatory penalties and fines and/or through the loss of assets. In addition, we may also be impacted by cyber-attacks against national critical infrastructures of the countries where we operate, for example, the telecommunications network. Our information technology systems are dependent on such national critical infrastructure and any cyber-attack against such critical infrastructure could negatively affect our ability to service our customers. As we do not operate such national critical infrastructure, we have limited ability to protect our information technology systems from the adverse effects of such a cyber-attack.
Our loan and investment portfolios are subject to risk of prepayment, which may result in reinvestment of assets on less profitable terms.
Our loan and investment portfolios are subject to prepayment risk, which results from the ability of a borrower or issuer to pay a debt obligation prior to maturity. Generally, in a declining interest rate environment, prepayment activity increases, which reduces the weighted average lives of our earning assets and adversely affects our operating results. Prepayment risk also has an adverse impact on our residential mortgage portfolio, since prepayments could shorten the weighted average life of this portfolio, which may result in a mismatch in funding or in reinvestment at lower yields. Prepayment risk is inherent to our commercial activity and an increase in prepayments could have a material adverse effect on our business, financial condition and results of operations.
29
Exposure to government debt could have an adverse effect on our business, financial condition and results of operations.
We invest in debt securities issued by the Chilean and Colombian governments, the Central Bank of Chile and the Chilean Ministry of Finance that, for the most part, are short-term and highly liquid instruments. As of December 31, 2021, 8.4% of our total assets comprised securities issued by the Chilean government and 0.1% of our total assets comprised securities issued by foreign governments, mostly by the Colombian government. If the Chilean or Colombian governments default on the timely payment of such securities, our business, financial condition and results of operations may be adversely affected.
A downgrade of Itaú Corpbanca’s counterparty credit rating by international or domestic credit rating agencies could materially and adversely affect our debt credit rating for domestic and international debt, our business, our future financial performance, shareholders’ equity and the value of our securities.
On April 26, 2022 S&P upgraded our ratings from “BBB/A-2'” to “BBB+/A-2”, on stronger risk-adjusted capital following the capital injection of Ch$830 billion. The outlook on our ratings remains “negative” reflecting the negative trend in the economic risk of Chile's Banking Industry Country Risk Assessment (BICRA). On April 3, 2020, Moody’s affirmed its “A3/Prime-2”ratings but revised our rating outlook to “negative” from “stable”, reflecting the risk of prolonged adverse economic conditions due to the COVID-19 pandemic and social unrest, which could translate into consistently heightened economic and credit risks for financial institutions operating in Chile.
Any further adverse revision to our credit ratings in Chile or Colombia for domestic and international debt by international and domestic rating agencies may adversely affect our debt ratings, and, as a result, our cost of funding, including interest rates paid on our deposits and securities. If this were to happen, it could have a material adverse effect on our business, future financial performance, shareholders’ equity and the value of our securities.
Mismatches in the maturity of our loan portfolio and our funding sources as well as exchange rate fluctuations related to our funding sources could materially and adversely affect our business, financial condition and results of operations and our capacity to expand our loan business.
We are exposed to maturity mismatches between our loans and sources of funding. The majority of our loan portfolio consists of fixed interest rate loans, and the yield from our loans depends on our ability to balance our cost of funding with the interest rates we charge to our borrowers. An increase in market interest rates in Chile or Colombia could increase our cost of funding, especially the cost of time deposits, and could reduce the spread we earn on our loans, materially and adversely affecting our business, financial condition and results of operations.
Any mismatch between the maturity of our loan portfolio and our sources of funding would magnify the effect of any imbalance in interest rates, also representing a liquidity risk if we fail to obtain funding on an ongoing basis. In addition, since part of our funding comes from securities denominated in U.S. dollars or other foreign currencies that we issue abroad, any devaluation of the Chilean or Colombian peso against the U.S. dollar or such other foreign currencies could increase the cost of funding in relation to these securities. While we seek to avoid significant mismatches between assets and liabilities due to foreign currency exposure, we may have mismatches from time to time. The Chilean peso has experienced large devaluations and appreciations in the past and could be subject to significant fluctuations in the future. Our results of operations may be affected by fluctuations in the exchange rates between the Chilean peso and the U.S. dollar despite our policy and Chilean regulations relating to the general avoidance of material exchange rate exposure, especially if there is a lack of sources of funding in foreign exchanges. Greater exchange rate risk will increase our exposure to the devaluation of the Chilean peso, and any such devaluation may impair our capacity to service foreign currency obligations and may, therefore, materially and adversely affect our financial condition and results of operations. We enter into forward exchange transactions or other derivatives to avoid material exchange rate exposure, but our policy regarding exchange rate exposure is subject to change and regulations limiting such exposures may also be amended or eliminated. An increase in our total cost of funds for any of these reasons could result in an increase in the interest rates on our loans, which could, as a result, affect our business, financial condition and results of operations and our ability to attract new customers and expand our loan business.
30
We are subject to financial and operational risks associated with derivative transactions.
We enter into derivative transactions primarily to deliver services to our clients, for hedging purposes and, on a limited basis, for trading purposes. These transactions are subject to market, liquidity, counterparty (the risk of insolvency or other inability of a counterparty to perform its obligations to us) and operational risks.
Market practices and documentation for derivative transactions in Chile and Colombia may differ from those in other countries. For example, documentation may not incorporate terms and conditions of derivatives transactions as commonly understood in other countries. In addition, the execution and performance of these transactions depend on our ability to develop adequate control and administration systems and to hire and retain qualified personnel. Moreover, our ability to monitor and analyze these transactions depends on our information technology systems. These factors may further increase risks associated with derivative transactions and, if they are not adequately controlled, could materially and adversely affect our results of operations and financial condition.
Our level of insurance might not be sufficient to fully cover all liabilities that may arise in the course of our business and insurance coverage might not be available in the future.
We maintain insurance for losses resulting from fire, explosions, floods and electrical shorts and outages at our various buildings and facilities. We also have civil liability insurance covering material and physical losses and damages that may be suffered by third parties. We cannot assure you that our level of insurance is sufficient to fully cover all liabilities that may arise in the course of our business or that insurance will continue to be available in the future. In addition, we may not be able to obtain insurance on comparable terms in the future. Our business and results of operations may be adversely affected if we incur liabilities that are not fully covered by our insurance policies.
The occurrence of natural disasters or terrorist events in the regions where we operate could impair our ability to conduct business effectively and could adversely affect our results of operations.
We are exposed to the risk of natural disasters such as earthquakes or tsunamis as well as floods, mudslides and volcanic eruptions in the regions where we operate. We also recognize that natural disasters could be amplified by the effects of climate change. In the event of a natural disaster, unanticipated problems with our disaster recovery systems could have a material adverse impact on our ability to conduct business in the affected region, particularly if those problems affect our computer-based data processing, transmission, storage and retrieval systems and destroy valuable data. In addition, if a significant number of our local employees and managers were unavailable in the event of a disaster, our ability to effectively conduct business could be severely compromised. A natural disaster, such as the earthquake and tsunami that affected Chile in 2010, could damage some of our branches and automated teller machines, or ATMs, forcing us to close damaged facilities or locations, increasing recovery costs as well as causing economic harm to our clients. A natural disaster or multiple catastrophic events could have a material adverse effect on local businesses in the affected region and could result in substantial volatility or adverse harm in our business, financial condition and results of operations for any fiscal quarter or year. Furthermore, we could be exposed to terrorist events resulting in physical damage to our buildings (including our headquarters, offices, branches and ATMs) and/or injury to customers, employees and others. Although we maintain comprehensive contingency plans and security procedures, there can be no assurance that terrorist events will not occur and that their occurrence will not have a material adverse impact on our business and results of operations for any fiscal quarter or year.
Climate change may have adverse effects on our business.
The risks associated with climate change are gaining increasing social, regulatory, economic and political relevance, both nationally and internationally. New regulations related to climate change may affect our operations and business strategy, leading us to incur financial costs resulting from: (i) the physical risk of climate change and (ii) the risk of transition to a low-carbon or carbon-neutral economy.
The physical risks of climate change are related to the gradual increase in the average temperature of the planet and to the increase in the intensity and frequency of extreme weather events. Despite uncertainties with regard to the intensity and location of these events, their impact on the economy is expected to be more acute in the future. The
31
potential impact on the economy includes, but is not limited to, significant changes in asset prices and industry profitability. Damage to borrowers' properties and operations may impair asset values and credit quality of customers, leading to more non-performing loans, write-offs and impairment charges in our portfolios. In addition, our facilities may also suffer physical damage due to weather events, leading to increased costs for us.
As the economy transitions to a low-carbon or carbon-neutral model, financial institutions may face significant and rapid developments in stakeholder expectations, policy, law and regulation, which could impact the lending activities we undertake, as well as the risks associated with our lending portfolios, and the value of our financial assets. As concerns about climate change increase and societal preferences change, we may face greater scrutiny for the type of business we conduct, adverse media coverage and reputational damage, which may in turn impact customer demand for our products, returns on certain business activities and the value of certain assets and trading positions, leading to impairment charges. The impacts of climate change may also increase losses for sensitive sectors, as a result of the effects of both physical and transition risks, causing loss of profitability for companies exposed to these risks and impairing their ability to repay any loans. Possible carbon pricing can affect companies' costs and compromise their ability to generate cash flows. Any subsequent increase in defaults and rising unemployment could create recessionary pressures, which may lead to an increased deterioration in the creditworthiness of our clients, higher expected credit loss, and increased charge-offs and defaults among wholesale and retail customers. If we do not adequately embed risks associated with climate change into our risk framework to appropriately assess, manage and disclose the various financial and operational risks we face as a result of climate change, or fail to adapt our strategy and business model to the changing regulatory requirements and market expectations on a timely basis, it may have a material and adverse impact on our business growth rate, competitiveness, profitability, capital requirements, cost of funding, and financial condition.
Other potential risks arise from climate-related litigation claims, which are compelling governments and corporate actors to purse actions or better practices to adapt to changes in order to mitigate the impacts resulting from loss and damage due to climate change. Financial institutions are exposed to the risk of being defendants in a climate-related suit, and they may also be indirectly affected through their client’s portfolio. Clients can be directly or indirectly held legally liable for a climate-related event or impact, which may result in associated repairment costs, potential impact on the value of our client's own company, and even difficulty in recovering after paying for damages. Litigation can also cause stranded assets, mainly in the carbon-intensive industries, due to unanticipated, premature write-downs or devaluations caused by climate change.
Other businesses controlled by Itaú Unibanco Holding may face difficulties from a business or reputational standpoint and affect us.
We are currently controlled by Itaú Unibanco Holding, which as of the date of this report had a 55.96% beneficial ownership stake in us. Since we are part of a larger conglomerate of companies owned by Itaú Unibanco Holding, if other businesses controlled by Itaú Unibanco Holding face difficulties from a business or reputational standpoint, we may suffer adverse consequences. If we were to be associated with these events, our reputation could be harmed, which could have a material adverse effect on our business, financial condition and results of operations.
Our shareholder, Corp Group Banking S.A., is currently under a Chapter 11 bankruptcy proceeding in Delaware.
On June 25, 2021, Corp Group Banking S.A., which beneficially owns 14.00% of our outstanding common shares as of the date of this report, filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code. While this bankruptcy proceeding is ongoing, any action taken or proposed to be taken by Corp Group Banking S.A. as a debtor in bankruptcy is subject to the Bankruptcy Court’s oversight. Although such proceeding is not expected to have a material adverse effect on us, we cannot control the terms of Corp Group Banking S.A.’s liquidation plan, the views of its shareholders or creditors, any decision of the Bankruptcy Court with respect to Corp Group Banking S.A.’s share ownership in us, or the impact of such proceeding on the value of our common shares.
32
We are subject to arbitration and litigation proceedings that could materially adversely affect our business, financial position and results of operations if an unfavorable ruling were to occur.
As described in “Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Legal Proceedings,” we are currently subject to legal proceedings. Litigation is subject to inherent uncertainties, and unfavorable rulings may occur. From time to time, we may become involved in arbitration, litigation and other legal proceedings relating to claims arising from our operations in the normal course of business. We cannot assure you that the current or other legal proceedings will not materially affect our ability to conduct our business in the manner that we expect or otherwise have a material adverse effect on our business, financial condition and results of operations should an unfavorable ruling occur. See “Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Legal Proceedings.”
We may incur financial losses and damages to our reputation from environmental and social risks.
In recent years, environmental and social risks have been recognized as increasingly relevant, since they can affect the creation of shared value in the short, medium and long terms from the standpoint of the organization and its main stakeholders.
Environmental and social issues may affect our activities and the revenue of our clients, causing reputational damage, delays in payments or default, especially in the case of significant environmental and social incidents. We could also be deemed to be indirectly responsible for environmental damages caused by projects we finance, and could consequently be held liable for certain damages.
We may not effectively manage risks associated with the replacement of benchmark indices.
A significant portion of our income, expenses and liabilities is directly tied to interest rates. Therefore, our results of operations and financial condition are significantly affected by inflation, interest rate fluctuations and related government monetary policies. In addition, various interbank offered rates which are deemed to be “benchmarks” (the “IBORs”, including LIBOR and EURIBOR) have been the subject of increased regulatory scrutiny. Some of these reforms are already effective while others are yet to be implemented. In particular, the U.K. Financial Conduct Authority (“FCA”) announced that the FCA will no longer oblige banks to contribute to the calculation of LIBOR after the end of 2021. In addition, on March 5, 2021, the FCA confirmed that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of all sterling, euro, Swiss franc, Japanese yen, and the 1-week and 2-month US dollar settings, or immediately after June 30, 2023, in the case of the remaining US dollar settings. These announcements indicate that the continuation of LIBOR on the current basis (or at all) cannot and will not be guaranteed after 2021.
The cessation of LIBOR for various currencies at the end of 2021 (and in 2023 for certain tenors of USD LIBOR) will also result in replacement rates being used more widely, including in the instruments documenting certain of our financial obligations. For example, in the U.S., a group convened by the Federal Reserve Board and the Federal Reserve Bank of New York, called the Alternative Reference Rate Committee (“ARRC”) and comprised of a diverse set of private sector entities, has identified the Secured Overnight Financing Rate (or “SOFR”) as its preferred alternative rate for the USD LIBOR and the Federal Reserve Bank of New York has begun publishing SOFR daily. Many banks in the U.S. have begun entering into transactions where interest is determined based on SOFR, as recommended by ARRC and certain regulators. Additionally, many financial contracts, including some which govern our financial obligations, include replacement alternatives for LIBOR upon the cessation of LIBOR. It is also possible that some U.S. lenders will elect to use alternative rates other than SOFR. In the UK, the Bank of England and the FCA has proposed the Sterling Overnight Index Average (“SONIA”) as the primary sterling interest rate benchmark, the transition to which is being finalized as of the date of this Annual Report. The European Central Bank published the Euro short-term rate (“€STR”) as the new risk-free rate for the euro area for the first time on October 2, 2019. Although EURIBOR is expected to continue alongside €STR, it remains uncertain as to how long EURIBOR will continue in its current form, or whether it will be further reformed. Central banks in several other jurisdictions have also announced plans for publishing alternative reference rates for other currencies.
33
This and other reforms may cause IBORs to perform differently than in the past, or to disappear entirely, or have other consequences, which cannot be fully anticipated, which introduce a number of risks for us, including legal risks arising from potential changes required to document new and existing transactions, financial risks arising from any changes in the valuation of financial instruments linked to benchmark rates and hedging mismatches, pricing risks arising from how changes to benchmark indices could impact pricing mechanisms on some instruments, operational risks arising from the potential requirement to adapt information technology systems, trade reporting infrastructure and operational processes, and commercial risks arising from the potential impact of communication with customers and engagement during the transition period. Accordingly, the implementation of alternative benchmark rates may have a material adverse effect on our business, results of operations, financial condition and prospects.
The Bank is working on a “transition program” from existing benchmark indices focused on the following stages:
a) Front book (new operations)
b) Discontinuation of new operations indexed in LIBOR
c) Curves and impacts on collateral
d) Back book, or LIBOR portfolio migration to risk-free rates.
As of December 31, 2021, the exposure of our financial assets and liabilities impacted by the LIBOR reform are presented below:
Financial Instruments based on Libor | |||||||
As of December 31, 2021 | As of December 31, 2020 | ||||||
Exposure | Exposure | ||||||
Assets |
| Liabilities |
| Assets |
| Liabilities | |
(in millions of Ch$) | |||||||
Non-derivative financial instruments | 2,790,568 | 1,533,951 | 1,632,335 |
| 1,107,483 | ||
Loans and accounts receivable from customers | 2,790,568 | — | 1,632,335 | — | |||
Interbank borrowings | — | 1,533,951 | — |
| 1,107,483 | ||
Financial derivative contracts (1) (2) | 1,032,033 | 1,154,080 | 12,988,222 |
| 9,228,125 | ||
Total | 3,822,601 | 2,688,031 | 14,620,557 |
| 10,335,608 | ||
| (1) | Correspond to the fair value of the operations. |
| (2) | The total notional amount associated with derivative operations corresponds to Ch$32,537,849 million. |
Our business strategy may not provide us the results we expect.
Our strategy and challenges are determined by management based on related assumptions, such as the future economic environment, and the regulatory, political and social scenarios in the regions in which we operate. These assumptions are subject to inaccuracies and risks that might not be identified or anticipated. Accordingly, the results and consequences arising from any possible inaccurate assumptions may compromise our capacity to fully or partially implement strategies, as well as to achieve the results and benefits expected therefrom, which might give rise to financial losses and reduce the value creation to our stockholders. For instance, as mentioned in “Item 4. Information on the Company—Strategy” below, we have developed and are implementing a transformation plan with five key pillars: client centricity, digital experience, simplification, talent development in an agile working model, and sustainable results. The implementation of our transformation plan will depend on, among other things: (1) our senior management’s focus in order to adequately mange our transformation and hiring additional personnel with specific training in the five key pillars, and (2) the incorporation of our pillars without disruption into our various business-specific operating procedures and systems, including our financial, accounting, information and other systems. To the extent we are not able to implement fully the items mentioned above, our transformation plan may not materialize as currently expected or could even be delayed indefinitely.
Additionally, factors beyond our control, such as, but not limited to, economic and market conditions, changes in laws and regulations, including regulations limiting fees or interest rates and fostering an increasingly competitive
34
scenario, and other risk factors stated in this annual report may make it difficult or impossible to implement fully or partially our business model and also our achieving the results and benefits expected from our business plan.
Risks Relating to Chile, Colombia and Other Countries in Which We Operate
Chile has different corporate disclosure and accounting standards than those you may be familiar with in the United States.
As a regulated financial institution, we are required to submit to the CMF unaudited consolidated and unconsolidated balance sheets and income statements on a monthly basis. These statements have to be prepared in accordance with the Compendium of Accounting Standards (Compendio de Normas Contables y Manual del Sistema de Información), or the “Compendium,” and the rules of the CMF. Certain exceptions introduced by the CMF prevent banks from achieving full convergence, for example loan loss provisions and assets received in lieu of payment, among others. Also, the CMF is vested with the authority to issue specific orders to banks, including on accounting matters. In situations not addressed by the guidance issued by the CMF, institutions must follow IFRS. However, our consolidated financial statements as of and for the three years ended December 31, 2021 have been prepared in accordance with IFRS in order to comply with SEC requirements.
Our consolidated financial statements include the necessary adjustments and reclassifications to the incorporated financial statements of each of Itaú Corpbanca’s subsidiaries and the New York Branch to bring their accounting policies and valuation criteria into line with those applied by the Bank, in accordance with IFRS.
The securities laws of Chile, which govern open or publicly listed companies such as ours, have as one of their principal objectives promoting disclosure of all material corporate information to the public. Chilean disclosure requirements, however, differ from those in the United States in some important respects. Although Chilean law imposes restrictions on insider trading and price manipulation, applicable Chilean laws are different from those in the United States and in certain respects the Chilean securities markets are not as highly regulated and supervised as the United States securities markets.
Chile may impose controls on foreign investment and repatriation of investments that may affect our investors’ investment in, and earnings from, our ADSs.
Investors who are not Chilean residents are required to provide the Central Bank of Chile with information related to equity investments and conduct such operations within the Formal Exchange Market. See “Item 10. Additional Information—D. Exchange Controls” for a discussion of the types of information required to be provided.
Owners of ADSs are entitled to receive dividends on the underlying shares to the same extent as the holders of shares. Dividends received by holders of ADSs will be converted into U.S. dollars and distributed net of foreign currency exchange fees and fees of the depositary and will be subject to Chilean withholding tax, currently imposed at a rate of 35% (subject to credits in certain cases). If for any reason, including changes in Chilean laws or regulations, the depositary were unable to convert Chilean pesos to U.S. dollars, investors in our ADSs may receive dividends and other distributions, if any, in Chilean pesos.
Additional Chilean restrictions applicable to holders of our ADSs, the disposition of the shares underlying them or the repatriation of the proceeds from such disposition or the payment of dividends could be imposed in the future and we cannot advise you as to the duration or impact of such restrictions, if imposed.
The legal restrictions on the exposure of Chilean pension funds may adversely affect our access to funding.
Chilean regulations impose restrictions on the share of assets that a Chilean pension fund management company (Administradora de Fondos de Pensiones, or AFP) may allocate: (i) per fund (considering all sub-funds within an AFP (A, B, C, D or E)), to deposits in checking accounts and term deposit accounts and in debt securities issued by a single banking institution (or guaranteed by such bank); (ii) per type of sub-fund, to shares, deposits, derivatives and debt securities of a single banking institution (or guaranteed by such bank); and (iii) per fund (considering all sub-funds), to
35
shares issued by a single banking institution. Additionally, each fund managed by an AFP is permitted to make deposits with a bank for an amount not to exceed the equivalent of such bank’s equity. If the exposure of a pension fund managed by an AFP to a single bank exceeds such limit for investments in securities, the AFP for such pension fund is required to reduce the fund’s exposure below the limit within three years.
As of December 31, 2021, the aggregate exposure of AFPs to us was US$4,291 million or 2.5% of their total assets. If the exposure of any AFP to us exceeds the regulatory limits, we would need to seek alternative sources of funding, which could be more expensive and, as a consequence, may have a material adverse effect on our business, financial condition and results of operations.
Future increases in the corporate tax rate or additional modifications to the tax systems of the countries in which we operate may have a material adverse effect on us.
The Chilean government has introduced a series of tax reforms over the past 10 years aimed at increasing revenue and limiting tax exemptions, and new reforms are expected in the near future. On September 29, 2014, Law No. 20,780 went into effect, introducing significant changes to the Chilean tax system and strengthening the powers of the Chilean IRS (Servicio de Impuestos Internos) to control and prevent tax avoidance. Subsequently, on February 8, 2016, Law No. 20,899, which simplifies the income tax system and modifies other legal tax provisions, went into effect. Further, on February 24, 2020, Law No. 21,210 was published in the Official Gazzette, which introduces additional amendments and modifications to the Chilean tax system. In addition, on January 27, 2022, Law No. 21,420 was published, which reduces or repeals certain tax exemptions. The newly elected President Boric has also publicly declared that he will introduce a new tax reform during his term.
According to current regulations, and given that the Bank’s average annual amount of gross revenues would be higher than UF75,000, we are subject to the partially-integrated tax regime (corporate tax of 27%). Under this system, when the income is actually withdrawn from a company, non-Chilean resident shareholders would be subject to a 35% withholding tax, while Chilean resident shareholders would be required to pay the progressive Complementary Global Tax, with rates ranging between 0% and 40%, against which only a 65% of the corporate tax will be allowed to be used as a credit against the withholding tax or the Complementary Global Tax, with the final tax burden being a maximum of 44.45%; provided that, the deduction available to shareholders resident in a country with which Chile maintains a tax treaty in force would be 100%, with the tax burden then remaining at 35%. See “Item 4. Information on the Company—B. Business Overview—Recent Regulatory Developments in Chile—Recent Tax Reforms and Future Changes in Chilean Tax Regulations.”
In addition, on September 14, 2021, the Colombian Government approved a tax reform under Law No. 2155. See “Item 4. Information on the Company—B. Business Overview— Recent Regulatory Developments in Colombia — Tax Reform (2021-2022)”. Law 2155 was enacted as a tax and fiscal policy response to the COVID-19 crisis.
Changes in legislation, regulation and jurisprudence can affect tax burdens by increasing tax rates and fees, creating new taxes, limiting stated expenses and deductions, and eliminating incentives and non-taxed income. We cannot assure you that the manner in which corporate taxes are interpreted and applied in the jurisdictions where we operate will not change in the future. In addition, governments may decide to levy additional taxes in the jurisdictions where we operate. The current tax reforms and any further changes to taxes in the jurisdictions where we operate could have a material adverse effect on our business, financial condition and results of operations. Furthermore, uncertainty relating to tax legislation in the jurisdictions where we operate poses a constant risk to Itaú Corpbanca.
Potential changes to the pension system in Chile may impose an increase in our labor costs and therefore have a material adverse effect on our financial results.
On November 6, 2018, President Sebastián Piñera submitted Bill No. 12212-13 with the purpose of introducing changes to the existing Chilean pension funds system, specifically related to solidary pensions, the individual capitalization pension system and new schemes of pensions for the middle class and women.
36
Under this proposal, companies would have to contribute to the system with a 4% contribution to be exclusively funded by employers. This amendment would have a gradual implementation during a period of five years. Additionally, the employer would be obliged to contribute 0.2% of the gross salary of its employees to fund disability insurance. This insurance would be applicable to all elderly employees with a serious physical or mental disability. Further, the bill states that the solidarity fund (Pilar Solidario) will increase approximately 40% given that the Chilean government is expected to contribute 1.12% of the GDP to the fund. This new contribution requirement may impose an increase in our labor costs and in turn have a material adverse effect on our financial results.
Notwithstanding the fact that this bill is still being discussed in Congress, there has been no progress since April 2021 and it is likely that it will not move forward considering that President Boric indicated during his presidential campaign and in his government program that he intends to end the AFPs and replace the current pension system in Chile with one that will be managed by a public entity. Although there are no details as to how these reforms will be implemented, it has been announced that one of the measures will be increasing the employer’s contribution by 6%, reaching a total contribution of 18%.
For more information on recent changes to the pension system in Chile, see “Item 4. Information on the Company—B. Business Overview—Chilean Banking Regulation and Supervision—Recent Regulatory Developments in Chile—Changes to the Pension System in Chile”.
Colombian tax haven regulation could adversely affect our business and financial results.
Decree No. 1,966 of 2014 amended by Decree No. 2,095 of 2014 designates 37 jurisdictions as tax havens for Colombian tax purposes. In October 2014, Panama and Colombia signed a memorandum of understanding by which they agreed to execute a double taxation treaty. Therefore, Panama is currently not considered a tax haven for Colombian tax purposes. However, if in the future Panama is considered a tax haven under Colombian tax regulations, the clients of our Colombian subsidiaries in Panama who are residents in such jurisdiction would be subject to the following regulations: (i) higher withholding tax rates, including higher withholding rates over financial yields derived from investments in the Colombian securities market, (ii) the Colombian transfer pricing regime and its reporting duties, (iii) an assumption for Colombian authorities of residency for the purposes of qualifying a conduct as abusive under tax regulations, (iv) the disallowance of payments made to residents or entities located in tax havens as costs or deductions, unless the respective withholding tax has been applied and (v) other additional information disclosure requirements.
On October 28, 2021, Decree 1357 was issued by the Colombian Government. This decree regulates the criteria for classifying a ring-fencing regime, i.e., a kind of preferential regime which is subject to the same regulations of tax havens. Since Colombia has become an OECD member since April 28, 2020, the criteria for assessing preferential tax regimes are based on the key factors released by the OECD in the Harmful Tax Practices Report – 2019, which includes (i) the imposition of no or low effective tax rates on income from geographically mobile financial and other service activities, (ii) the regime is ring-fenced from the domestic economy, (iii) the regime lacks transparency, (iv) there is no effective exchange of information with respect to the regime, and (v) the regime fails to require substantial activities. Every corporate income taxpayer should apply these criteria to the list of preferential regimes issued by the Forum on Harmful Tax Practices.
Any downgrading of Chile’s or Colombia’s debt credit rating for domestic and international debt by international credit rating agencies may also affect our business and future financial performance.
Any adverse revisions to Chile’s or Colombia’s credit ratings for domestic and international debt by international rating agencies may adversely affect our ratings, and, as a result, our cost of funding, including interest rates paid on our deposits and securities. In August 2020, Moody’s changed Chile’s credit rating outlook to negative from stable while maintaining the credit rating at “A1”. In October 2020, Fitch downgraded Chile’s rating to “A-” and changed the outlook from negative to stable. On March 24, 2021, S&P lowered Chile’s long-term foreign currency rating to “A” from “A+” on account of weaker fiscal flexibility and estimated higher fiscal deficits as a result of spending pressure, with a stable outlook. We cannot assure you that Chile’s credit ratings or rating outlook will improve or will not be further downgraded in the future.
37
On May 19, 2021, S&P lowered its foreign currency sovereign credit rating on Colombia to “BB+/B” from “BBB-/A-3” and its local currency rating to “BBB-/A-3” from “BBB/A-2” with a stable outlook, on account of the failure of the government’s ongoing fiscal reform proposal and economic contraction related to the COVID-19 pandemic. Fitch downgraded Colombia to “BB+” from “BBB-” with a stable outlook, due to deterioration of the public finances with large fiscal deficits in 2020-2022, rising government debt level, and reduced confidence around the capacity of the government to credibly place debt on a downward path in the coming years. On October 6, 2021, Moody’s maintained Colombia’s credit rating at Baa2 and improved its outlook on the country from negative to stable, saying government fiscal measures and post-pandemic recovery will stabilize its debt. Although central government fiscal deficit and macroeconomic metrics in 2021 improved compared to 2020 level, we cannot assure you that Colombia’s credit rating or rating outlook will improve or will not be further downgraded in the future. If further adverse revisions to Chile’s or Colombia’s credit ratings or rating outlook were to occur, it could have a material adverse effect on our business, future financial performance, shareholders’ equity and the value of our securities.
Chilean and Colombian authorities exercise influence on the Chilean and Colombian economies. Changes in monetary, fiscal and foreign exchange policies or in the Chilean and Colombian governments’ structures may adversely affect us.
Chilean and Colombian authorities intervene from time to time in the Chilean and Colombian economies, through changes in fiscal, monetary, and foreign exchange policies, which may adversely affect us. These changes may impact variables that are crucial for our growth strategy (such as foreign exchange and interest rates, liquidity in the currency market, tax burden, and economic growth), thus limiting our operations in certain markets, affecting our liquidity and our clients’ ability to pay and, consequently, affecting us.
In addition, changes in the Chilean and Colombian governments’ structure may result in changes in government policies, which may affect us. This uncertainty may, in the future, contribute to an increase in the volatility of the Chilean and Colombian capital markets, which, in turn, may have an adverse impact on us. Other political, diplomatic, social and economic developments in Chile, Colombia or other countries that affect Chile and Colombia may also affect us.
Prior to the ongoing COVID-19 pandemic, the Chilean fiscal outlook had deteriorated in response to increased social spending following the social unrest in October 2019. This was worsened by the fiscal response implemented by the Chilean government to mitigate the impacts of COVID-19, which will temporarily lead to larger deficits, debt issuances and use of rainy day funds. In this regard, if the Chilean government does not continue to pursue its fiscal consolidation plan, the Chilean peso would depreciate, causing an increase in inflation and interest rates and in turn a deceleration of economic growth, which could adversely affect our business, results of operations and financial condition.
Our growth and profitability depend on the level of economic activity in Chile, Colombia and other emerging markets.
Substantially all of our loans are to borrowers doing business in Chile or Colombia. Accordingly, the recoverability of these loans in particular, our ability to increase the amount of loans outstanding and our results of operations and financial condition in general, are dependent to a significant extent on the level of economic activity in Chile and Colombia. The Chilean and Colombian economies have been influenced, to varying degrees, by economic conditions in other emerging market countries. Future developments in or adversely affecting the Chilean or Colombian economies and other emerging and developed markets such as those of our neighbor countries, including the negative impact of COVID-19 on these economies, and a deceleration in the economic growth of Asian or other developed nations to which Chile and Colombia export a majority of their respective goods, could materially and adversely affect our business, financial condition or results of operations. In this regard, with over one third of exports, of which approximately 75% is copper, sent to China, developments in the Chinese economy have relevant implications in the investment, growth and exchange valuation in Chile. Additionally, changes in the economic and political outlook in the United States, Europe and the members of Mercosur influence our growth prospects, with 13%, 13% and 6% of exports sent to these regions, respectively.
38
Our results of operations and financial condition could also be affected by changes in economic or other policies of the Chilean or Colombian governments, which have each exercised and continue to exercise a substantial influence over many aspects of the private sector, or other political or economic developments in Chile. In addition, our financial condition and results of operations could also be affected by regulatory changes in administrative practices or other political or economic developments in or affecting Chile or Colombia, over which we have no control.
Inflation and government measures to curb inflation could adversely affect our financial condition and results of operations.
Although Chilean and Colombian inflation have been low in recent years, Chile and Colombia have experienced high inflation in the double-digit levels in the past. Such high levels of inflation in Chile or Colombia could adversely affect the Chilean and Colombian economies and have an adverse effect on our results of operations if such inflation is not accompanied by a matching devaluation of the local currency. We cannot make any assurances that Chilean or Colombian inflation will not revert to prior levels in the future.
We may be unsuccessful in addressing the challenges and risks presented by our operations in countries outside Chile.
We now operate a banking business in Colombia through Itaú Corpbanca Colombia and in Panama through subsidiaries of Itaú Corpbanca Colombia. Our operations are focused on retail banking, as well as wholesale and commercial banking and providing financing and deposit services to SMEs and individuals with medium-high income levels. Itaú Corpbanca Colombia provides a broad range of commercial and retail banking services to its customers, operating principally in the cities of Bogotá, Medellín, Cali, Bucaramanga, Cartagena and Barranquilla.
We have limited experience conducting credit card and consumer finance businesses in countries outside Chile. Accordingly, we may not be successful in managing credit card and consumer finance operations outside of our traditional domestic market in Chile. We may face delays in payments by customers and higher delinquency rates in any market we enter into, which could necessitate higher provisions for loan losses and, consequently, have an adverse effect on our financial performance.
Colombia has experienced and continues to experience internal security issues that have had or could have a negative effect on the Colombian economy and in turn could negatively impact our business and/or financial performance.
Colombia has experienced internal security issues, primarily due to the activities of paramilitary and guerrilla groups, such as the National Liberation Army (Ejército de Liberación Nacional or “ELN”), urban militias, former members of the Revolutionary Armed Forces of Colombia (Fuerzas Armadas Revolucionarias de Colombia or “FARC”) and of drug cartels. These groups have exerted influence over the local population and funded their activities by protecting and rendering services to drug traffickers. Any breakdown in peace, renewed or continuing drug-related crime and guerilla and paramilitary activities may have a negative impact on the Colombian economy in the future. Our business or financial condition could be adversely affected by rapidly changing economic or social conditions, including any peace negotiation with guerilla, paramilitary or other groups, which may result in legislation that increases our tax burden, or that of other Colombian companies, which could, in turn, impact the overall economy.
Tensions with Venezuela and Ecuador may affect the Colombian economy and, consequently, our results of operations and financial condition.
Diplomatic relations with Venezuela and Ecuador, two of Colombia’s historical main trading partners, have from time to time been tense and affected by events surrounding the Colombian armed forces combat of the FARC throughout Colombia, particularly on Colombia’s borders with Venezuela and Ecuador.
Additionally, further deterioration in relations with Venezuela and Ecuador may result in the closing of borders, the imposition of trade barriers or a breakdown of diplomatic ties, any of which could have a negative impact on Colombia’s trade balance, economy and general security situation, which may adversely affect our results of operations and financial condition. Trade with Venezuela has constantly decreased; the share of total exports fell from over 12% in 2009 to 0.8%
39
in 2021. Although the Colombia-Venezuela land border reopened in October 2021 after a years-long closure, there could be further border closures, which may result in further deterioration of trade relations with Venezuela and could have a negative impact on the Colombian economy, especially with respect to private consumption.
Colombia has recently faced an increase in migration from Venezuela. As of spring 2021, Colombia has accommodated an estimated 6.04 million people fleeing Venezuela, the majority of whom have migrated since 2015. The unprecedented migration wave is putting strains on Colombia. Mass migration threatens to increase political instability and social conflict in Colombia. Additionally, mass migration of Venezuelans into Colombia has created tense diplomatic relations which will likely hinder regional cooperation in reaching a solution to the migration crisis. In a move to regulate and benefit from the migration, Colombia announced it will give temporary protective legal status (10 years) to Venezuelan migrants, potentially increasing the working-age population by 3% and boosting economic growth.
Constitutional collective actions (Acciones Populares), class actions (Acciones de Grupo) and other similar legal actions in Chile and Colombia involving claims for significant monetary awards against financial institutions may have an adverse effect on our business and results of operations.
Under the Chilean Consumer Protection Act and under the Colombian Constitution and Law 472 of 1998, individuals may initiate collective or class actions to protect their collective or class rights, as applicable. See “Item 4. Information on the Company—B. Business Overview— Recent Regulatory Developments in Chile—Amendment to the Consumer Protection Act.” In the past few years, Chilean financial institutions have experienced limited numbers of collective and class actions mostly relating to abusive clauses in standard contracts.
In the past few years, Colombian financial institutions, including Itaú Corpbanca Colombia, have experienced a substantial increase in the aggregate number of these actions. The great majority of such actions have been related to fees, financial services and interest rates, and their outcome is uncertain. Pursuant to Law No. 1425 of 2010, monetary incentives for plaintiffs in constitutional collective actions were eliminated as of January 1, 2011. Nevertheless, individuals continue to have the right to initiate constitutional or class actions against Itaú Corpbanca Colombia.
Future restrictions on interest rates or banking fees could negatively affect our profitability.
In the future, additional regulations in the jurisdictions where we operate could impose limitations regarding interest rates or fees charged by Itaú Corpbanca. Any such limitations could materially and adversely affect our results of operations and financial situation.
The Colombian Commerce Code limits the amount of interest that may be charged in commercial transactions. In the future, regulations could impose limitations regarding interest rates or fees we charge. Any such limitations could materially and adversely affect our results of operations and financial position. In the past, there have been disputes in Colombia among merchants, payment services and banks regarding interchange fees. Although such disputes have been resolved, the SIC may initiate new investigations relating to the interchange fees. This possibility may lead to additional decreases in such fees, which in turn could adversely affect our operations in Colombia and our consolidated financial results.
Furthermore, the Colombian government has the authority to establish and define criteria and formulas applicable to the calculation of banking fees and other charges and to establish caps on the banking fees, credit card fees, and other charges that we impose on our customers. The Colombian government has established a cap on the fees banks can charge on withdrawals from ATMs outside their own networks. Additionally, under Colombian regulation, other than in connection with mortgage loans, banks are prohibited from charging prepayment penalties or fees on loans, other than in mortgage loans, except when the outstanding amount of a loan is more than the equivalent of 880 monthly minimum wages, or SMMLV (approximately US$224,000). In other loans in which the outstanding amount is greater than 880 SMMLV, prepayment penalties or fees may be charged but only when expressly contemplated under the governing loan agreement. With respect to long-term mortgage loans granted in connection with the acquisition of homes, banks are prohibited from charging prepayment penalties. In addition, Law 2009 of 2019 provides that financial institutions, including banks, which are authorized to collect public savings and charge management fees for savings accounts, debit cards and credit cards, must grant their clients access to a minimum package of products and services at no additional
40
cost. Further limits or regulations regarding banking fees and services, and uncertainties with respect thereto could have a negative effect on Itaú Corpbanca Colombia and our results of operations and financial condition.
Insolvency laws may limit our monetary collection and ability to enforce our rights.
Colombian insolvency laws provide that creditors of an insolvent debtor in default are prohibited from initiating collection proceedings outside the bankruptcy or reorganization process of such debtor. In addition, all collection proceedings outstanding at the beginning of any bankruptcy or reorganization process of any insolvent debtor must be suspended and creditors are prevented from enforcing their rights against the collateral and other assets of the debtor until the reorganization has been agreed (in which case the collection proceeding is resolved within the reorganization agreement) or it is declared that no reorganization was agreed. Additionally, Colombian laws provide insolvency protection for non-merchant individuals. This insolvency protection entails that, once a non-merchant individual has ceased paying his or her debts, such individual can initiate a voluntary insolvency proceeding before a notary public or mediator to reach an agreement with its creditors. The terms of any agreement reached with a group (two or more) of creditors that represent more than 50% of the total amount of the claims will be mandatorily applicable to all relevant creditors. There are other protections such as an automatic stay for 80 days, which could be extended by 30 additional days. These legal limitations make it difficult to recover on defaulted loans, and as a result, may cause Itaú Corpbanca Colombia to enhance its credit requirements, which would result in decreased lending to individuals by making it more expensive. In addition, increased difficulties in enforcing debt and other monetary obligations due to this insolvency law could have an adverse effect on Itaú Corpbanca Colombia and our results of operations and financial condition.
Due to the adverse impact of the COVID-19 pandemic, the Colombian government issued several amendments to the Colombian insolvency regime aimed at mitigating the adverse effects of the COVID-19 pandemic on the economy. These amendments are expected to be in place until December 2022. Pursuant to these amendments (i) a company in Colombia can enter into an emergency negotiating proceeding or a business recovery proceeding created under Decree 560 of 2020 as non-judicial insolvency proceedings and (ii) Colombian companies subject to a reorganization proceeding in Colombia are permitted to obtain additional financing in order to continue performing their business activities within the ordinary course of business without the insolvency court’s prior authorization. This transitory regulation seeks to protect the company as a unit of economic productivity and a source of employment and is aimed at those companies that have been affected by the government’s declaration of a state of emergency in response to the COVID-19 pandemic and may further limit our monetary collection efforts at such companies.
Insolvency proceedings may adversely affect our foreclosure rights in respect to security registered as personal property.
Pursuant to Article 50 of Law No. 1676 of 2013, secured creditors in Colombia with collateral registered as personal property (i) may be allowed to foreclose the respective collateral owned by the debtor subject to a reorganization proceeding, provided that the assets under the security do not constitute essential assets for the economic activity of the debtors or such assets are at risk of being destroyed and the competent judge authorizes such foreclosure, and (ii) once the reorganization agreement is confirmed, each secured creditor may have priority over the other creditors that are part of the agreement. However, in accordance with recent judicial precedents, such rights will only be available to the secured creditors to the extent that the other assets of the debtor are sufficient to ensure the payment of the salary and benefits derived from the employment contracts as well as alimony, if any. Any inability to enforce our foreclosure rights under this Law could have a material adverse effect on our results of operations and financial condition.
The Central Bank of Colombia may impose requirements on our (and other Colombian residents’) ability to obtain loans in foreign currency.
The Central Bank of Colombia may impose certain mandatory deposit requirements in connection with foreign currency denominated loans obtained by Colombian residents, including Itaú Corpbanca Colombia, although no such mandatory deposit requirement is currently in effect. We cannot predict or control future actions by the Central Bank of Colombia in respect of deposit requirements, which may involve the establishment of a mandatory deposit percentage,
41
and the use of such measures by the Central Bank of Colombia may raise our cost of raising funds and reduce our financial flexibility.
COVID-19 or any other pandemic disease and health events could affect the economies of the countries in which we operate, our business operations or our financial condition and results of operations.
Public health crises, or the public perception of the risks of public health crises, such as the ongoing COVID-19 pandemic, may negatively impact economic activity in Chile and in other countries in which we operate. Accordingly, our results of operations or financial condition may be adversely affected.
Since the outbreak of the COVID-19 pandemic, countries have responded by taking various measures, including imposing mass quarantines, restricting travel, limiting public gatherings, closing businesses and schools, suspending certain economic activities, and imposing vaccine and testing mandates. While certain government regulations and/or mandates have eased and multiple COVID-19 vaccines have become broadly available in certain areas, governmental authorities are continuing to monitor the situation and take various actions in an effort to slow or prevent an increase in the spread of COVID-19. Additionally, variant strains of the COVID-19 virus have appeared, further complicating efforts of the medical community and governmental authorities in response to the COVID-19 pandemic. Concerns related to the COVID-19 pandemic have lowered equity market valuations, decreased liquidity in fixed income markets and created significant volatility and disruption in global financial markets, resulting in increased volatility of stock prices (including the price of our stock), a trend which may continue. The COVID-19 pandemic has also had, and may continue to have negative effects on international trade (including as a result of supply chain disruptions and lower export levels), travel, employee productivity, unemployment levels, securities markets, and other economic activities that may have a destabilizing effect on financial markets and economic activity, including companies in the financial sector. Furthermore, any actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic and economic conditions resulting from the COVID-19 pandemic may negatively impact our business, results of operations and financial condition. For example, the withdrawal of economic relief and stimulus measures and the tightening of monetary policy in response to rising inflation levels in developed economies may affect emerging economies and thus affect our operations.
The first case of COVID-19 in Chile was detected on March 3, 2020. The Chilean national and subnational governments took various measures to contain and control the spread of COVID-19, including a declaration of a state of emergency, partial or total lockdown for some regions, closure of public venues (including educational institutions) and mass events. Many of these measures have since been relaxed, especially in light of the rollout of various COVID-19 vaccines. However, further government actions may still be imposed as the COVID-19 pandemic continues to develop.
From a macroeconomic point of view, the overall impact of the COVID-19 pandemic in Chile remains uncertain. The Chilean GDP grew over 10% in 2021, in part as a result of fiscal stimulus measures and the rapid rollout of COVID-19 vaccines. However, the fading of previous liquidity injections, a tightening of fiscal and monetary policies, and the persistence of high domestic uncertainty are consistent with weaker future growth and we expect a significant slowdown in 2022 to 1.4%. Annual inflation rose to 7.2% in 2021, exceeding the previous projection of 4.4% and the Central Bank of Chile’s target range of 2% to 4%. The Central Bank of Chile has raised interest rates in order to rein in inflation. We cannot assure you that the Chilean economy will grow at forecasted levels, and there is no guarantee that future events, such as rising inflation levels, interest rate hikes, or developments of the COVID-19 pandemic will not depress economic activities and negatively impact our business, results of operations and financial condition.
The overall impact of the COVID pandemic in Colombia is also uncertain. Colombia’s GDP grew by a record 10.6% after it contracted 6.8% in 2020 during the worst of the pandemic’s economic impact, as a result of the easing of COVID-19 related restrictions, increase in household consumption and historically low interest rates. However, lower fiscal spending, uncertainty ahead of presidential elections and potential interest rate hikes to counter inflation could slow the growth of the Colombian economy in 2022. We cannot assure you that the period of economic stability that Colombia experienced prior to the COVID-19 pandemic will resume, or that the growth the Colombian economy achieved over the past decade prior to the COVID-19 pandemic will continue in future periods.
42
The ongoing COVID-19 pandemic has also resulted in increased volatility in both the local and the international financial markets and economic indicators, such as exchange rates, interest rates and credit spreads. Any shocks or unexpected movements in these market factors could result in financial losses associated with our trading portfolio or financial assets, which could deteriorate our financial condition. Furthermore, market concerns could translate into liquidity constraints and reduced access to funding in both the local and the international markets, negatively affecting our business.
As the ongoing COVID-19 pandemic continues to impact economic activity globally, we, our employees, contractors, suppliers, customers and other business partners may continue to experience restrictions in the ability to conduct certain business activities. In addition, preventive measures – either imposed by governments or voluntarily adopted by companies – may prevent our customers from transacting their businesses effectively and meeting their obligations with us. Adverse changes in the economy, such as interest rate hikes in response to rising inflation levels, may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which could have an adverse impact on our earnings. Consequently, the COVID-19 pandemic and related government measures may continue to have an adverse effect on our operations. Because there have been no comparable recent global pandemics that resulted in a similar global impact, we do not yet know the full extent of the COVID-19 pandemic’s effects on our business, operations, or the global economy as a whole. Any future development will be highly uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic, the effectiveness of our remote working arrangements, third party providers’ ability to support our operations, and any further action taken by governmental authorities and other third parties in response to the COVID-19 pandemic.
Risks Relating to Expansion and Integration of Acquired Businesses
We may not be able to manage our growth successfully.
We have been expanding the scope of our operations over the past few years, and we expect that this expansion will continue. As we continue to grow, we must improve our operational, technical and managerial knowledge and compliance systems in order to effectively manage our operations across the expanded group. Failure to integrate, monitor and manage expanded operations could have a material adverse effect on our business, reputation and financial results. Our future growth will also depend on our access to internal and external financing sources. We may be unable to access such financing on commercially acceptable terms or at all.
Integration of acquired or merged businesses involves certain risks that may have a material adverse effect on us.
We have engaged in a number of mergers and acquisitions in the past, including the Merger, the Santander Colombia Acquisition, the Helm Bank Acquisition and the subsequent merger of Helm Bank with and into Itaú Corpbanca Colombia, consummated on June 1, 2014, that may make further mergers and acquisitions in the future as part of our growth strategy. We believe that these transactions will contribute to our continued growth and competitiveness in the Chilean, Colombian, and international banking sectors.
These acquisitions and mergers and the integration of such institutions and assets involve certain risks, which as of the current stage of such transactions may still include remaining risks such as:
| ● | integrating new networks, information systems, financial and accounting systems, risk and other management systems, financial planning and reporting, products and customer bases into our existing business may run into difficulties, cause us to incur unexpected costs and operating expenses and place additional demands on management time; and |
| ● | the expected operation and financial synergies and other benefits from such mergers or acquisitions may not be fully achieved. |
If we fail to achieve the business growth opportunities, cost savings and other benefits we anticipate from mergers and acquisition transactions, or incur greater integration costs than we have estimated, our results of operations and financial condition may be materially and adversely affected.
43
Acquisitions and strategic partnerships may not perform in accordance with expectations or may disrupt our operations and adversely affect our business financial condition and results of operations.
A component of our strategy is to identify and pursue growth-enhancing strategic opportunities. As part of that strategy we have consummated (i) the Santander Colombia Acquisition in 2012; (ii) the Helm Bank Acquisition in 2013 (Helm Bank was merged with and into Itaú Corpbanca Colombia on June 1, 2014); and (iii) the Merger in 2016. We will continue to consider additional strategic acquisitions and alliances from time to time, inside and outside of Chile and Colombia. Strategic acquisitions and alliances, could expose us to risks with which we have limited or no experience. Future acquisitions may also be subject to regulatory approval, which we may not receive, particularly in view of our increasing market share in the Colombian banking industry.
We must necessarily base any assessment of potential acquisitions and alliances on assumptions with respect to operations, profitability and other matters that may subsequently prove to be incorrect. Future acquisitions and alliances may not produce anticipated synergies or perform in accordance with our expectations and could adversely affect our business, financial condition and results of operations.
In addition, new demands on our existing organization, management and employees resulting from the integration of new acquisitions could disrupt our operations and adversely affect our business, financial condition and results of operations.
Risks Relating to Our Securities
Our controlling shareholder is able to exercise significant control over us which could result in conflicts of interest.
Itaú Unibanco Holding is the sole controlling shareholder of Itaú Corpbanca. As of March 31, 2022, Itaú Unibanco Holding beneficially owned 55.96% of our voting common shares. In addition, (i) Itaú Unibanco Holding and (ii) Inversiones Gasa Limitada, CorpGroup Holding Inversiones Limitada, CorpGroup Banking S.A., Compañía Inmobiliaria y de Inversiones Saga SpA and CorpGroup Interhold SpA (together, “CorpGroup”) have signed a shareholders’ agreement to determine certain aspects related to corporate governance, dividend policy, transfer of shares, liquidity and other matters (the “Itaú CorpGroup Shareholders’ Agreement”). At the annual ordinary shareholders’ meeting held on March 24, 2022, Itaú Unibanco Holding and CorpGroup proposed ten candidates to the board of directors of Itaú Corpbanca composed of 11 principal members, electing those ten board members. In addition, the two alternate board members elected in the above-mentioned ordinary shareholders’ meeting were also proposed by Itaú Unibanco Holding and CorpGroup. The Itaú CorpGroup Shareholders’ Agreement provides that the directors appointed by Itaú Unibanco Holding and CorpGroup will vote, to the extent permitted by the law, in a block and in accordance with the recommendation of Itaú Unibanco Holding, subject to certain exceptions. Under Chilean Corporations Law, directors elected by a group or class of shareholders have a duty to act in the interest of the Bank and have the same duties towards the Bank and the other shareholders as the remaining directors. However, based on Itaú Unibanco Holding’s ownership percentage of 55.96% as of the date of this report, it is able to control the actions taken by the board of directors of Itaú Corpbanca on most matters on its own, which could result in potential conflicts of interest.
U.S. securities laws do not require us to disclose as much information to investors as a U.S. issuer is required to disclose.
The corporate disclosure requirements applicable to us may not be equivalent to the requirements applicable to a U.S. company and, as a result, you may receive less information about us than you might otherwise receive in connection with a comparable U.S. company. We are subject to the periodic reporting requirements of the Exchange Act that apply to “foreign private issuers.” The periodic disclosure required of foreign private issuers under the Exchange Act is more limited than the periodic disclosure required of U.S. issuers.
We are required to file an annual report on Form 20-F, but we are not required to file any quarterly reports. A U.S. registrant must file an annual report on Form 10-K and three quarterly reports on Form 10-Q.
44
We are required to furnish current reports on Form 6-K, but the information that we must disclose in those reports is governed primarily by Chilean law disclosure requirements and may differ from Form 8-K’s current reporting requirements imposed on a U.S. issuer.
We are not subject to the proxy requirements of Section 14 of the Exchange Act and our officers, directors and principal shareholders are not subject to the short swing insider trading reporting and recovery requirements under Section 16 of the Exchange Act.
Our status as a controlled company and a foreign private issuer exempts us from certain of the corporate governance standards of the New York Stock Exchange.
We are a “controlled company” and a “foreign private issuer” within the meaning of the New York Stock Exchange (NYSE) corporate governance standards, which exempts us from certain NYSE corporate governance requirements. In addition, a foreign private issuer may elect to comply with the practice of its home country and not to comply with certain NYSE corporate governance requirements, including the requirements that (i) a majority of our board of directors (Directorio), consist of independent directors, (ii) a nominating and corporate governance committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, (iii) a compensation committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, and (iv) an annual performance evaluation of the nominating and corporate governance and compensation committees be undertaken. A foreign private issuer may also reply on certain exemptions from the independence requirements for members of its audit committee under the Exchange Act Rule 10A-3(b)(1). We currently use these exemptions and intend to continue using these exemptions. Accordingly, you will not have the same protections afforded to investors in companies that are subject to all NYSE corporate governance requirements. See “Item 16G. Corporate Governance” for a comparison of the corporate governance standards of the NYSE and Chilean practice.
Investors may find it difficult to enforce civil liabilities against us or our directors, officers and controlling persons.
We are organized under the laws of Chile and our principal place of business (domicilio social) is in Santiago, Chile. Most of our directors, officers and controlling persons reside outside of the United States. In addition, all or a substantial portion of our assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States on such persons or to enforce judgments against them, including in any action based on civil liabilities under the United States federal securities laws.
Risks Relating to Our ADSs and Common Shares
There may be a lack of liquidity and market for our ADSs and common shares.
A lack of liquidity in the markets may develop for our ADSs, which would negatively affect the ability of the holders to sell our ADSs or the price at which holders of our ADSs desire to sell them. Future trading prices of our ADSs will depend on many factors including, among other things, prevailing interest rates, our operating results and the market for similar securities.
Our common shares underlying the ADSs are listed and traded on the Santiago Stock Exchange and the Chilean Electronic Exchange, although the trading market for the common shares is small by international standards.
In addition, according to Article 14 of the Ley No. 18,045 de Mercado de Valores (the “Chilean Securities Market Act”), the CMF –formerly Superintendencia de Valores y Seguros or Chilean Superintendency of Securities and Insurance– may suspend the offer, quotation or trading of shares of any company listed on the Chilean stock exchanges for up to 30 days if, in its opinion, such suspension is necessary to protect investors or is justified for reasons of public interest. Such suspension may be extended for up to 120 days. If, at the expiration of the extension, the circumstances giving rise to the original suspension have not changed, the CMF will then cancel the relevant listing in the registry of securities. These and other factors may substantially limit your ability to sell the common shares underlying your ADSs at a price and time at which you wish to do so.
45
You may be unable to exercise preemptive rights.
The Ley 18,046 sobre Sociedades Anónimas and the Reglamento de Sociedades Anónimas, which we refer to collectively as the Chilean Corporations Act, and applicable regulations establish that whenever we issue new common shares for cash, we are obligated by law to grant preemptive rights to all of our shareholders (including the depositary on behalf of the holders of ADSs), giving them the right to purchase a sufficient number of shares to maintain their existing ownership percentage. However, we may not be able to offer shares to United States holders of ADSs pursuant to preemptive rights granted to our shareholders in connection with any future issuance of common shares unless a registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”), is effective with respect to such rights and common shares, or an exemption from the registration requirements of the Securities Act is available.
Our existing shareholders who do not participate in any future preemptive rights offering will suffer an immediate dilution of their percentage equity participation in us. In addition, investors who purchase ADSs or common shares may be subject to dilution of their equity participation in us upon the completion of any future preemptive rights offering. Investors will not know the extent to which they will be diluted until the expiration of any future preemptive rights offering in Chile.
You may have fewer and less well defined shareholders’ rights than with shares of a company in the United States.
Our corporate affairs are governed by our Estatutos Sociales, or By-laws, and the laws of Chile. Under such laws, our shareholders may have fewer or less well-defined rights than they might have as shareholders of a corporation incorporated in a U.S. jurisdiction. For example, under legislation applicable to Chilean banks, our shareholders would not be entitled to appraisal rights in the event of a merger or other business combination undertaken by us.
Holders of ADSs are not entitled to attend shareholders’ meetings, and they may only vote through the depositary.
Under Chilean law, a shareholder is required to be registered in our shareholders’ registry at least five business days before a shareholders’ meeting in order to vote at such meeting. A holder of ADSs will not be able to meet this requirement, and accordingly is not entitled to vote at shareholders’ meetings, because the shares underlying the ADSs will be registered in the name of the depositary. While a holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs in accordance with the procedures provided for in the deposit agreement, a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting or to appoint a proxy to do so. In certain instances, a discretionary proxy may vote our shares underlying the ADSs if a holder of ADSs does not instruct the depositary with respect to voting. In addition, the vote of a holder of ADSs may not be necessary to approve certain matters since under Chilean law, substantially all of the forms of corporate action can be approved with the votes of our controlling shareholder, Itaú Unibanco Holding, in a duly summoned shareholders’ meeting, except for certain matters requiring supermajority approval according to Chilean law.
U.S. holders of our ADSs or common shares could suffer adverse tax consequences if we are characterized as a passive foreign investment company.
If you are a U.S. holder (as defined in “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations”) and we are a passive foreign investment company, or PFIC, for any taxable year during which you own our ADSs or common shares, you could be subject to adverse U.S. tax consequences. As of the date of this Annual Report, we do not expect to be classified as a PFIC for U.S. federal income tax purposes for our current taxable year or for any taxable year in the foreseeable future. However, the determination of whether we are a PFIC is made on an annual basis and will depend on the composition and nature of our income and the composition, nature and value of our assets from time to time, and therefore no assurance can be provided regarding our PFIC status. You should consult your tax advisor regarding the U.S. federal, state and local and other tax consequences of owning and disposing of the ADSs or common shares in your particular circumstances. See “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations” for additional information related to the PFIC rules and their application to the Bank.
46
Holders of the ADSs or our common shares could be subject to a 30% U.S. withholding tax.
Pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, or the Code, and U.S. Treasury Regulations promulgated thereunder, a 30% withholding tax may, in the future, be imposed on all or some of the payments on the ADSs or our common shares to holders and non-U.S. financial institutions receiving payments on behalf of holders that, in each case, fail to comply with information reporting, certification and related requirements. This withholding tax, if it applies, could apply to any payment made with respect to the ADSs or our common shares, and ADSs or shares of our common shares held through a non-compliant institution may be subject to withholding even if the holder otherwise would not be subject to withholding. U.S. holders are urged to consult their tax advisors regarding the application of these rules to their ownership of the ADSs or our common shares. See “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations” for additional information related to these rules and their application to holders of ADSs or our common shares.
Exchange controls and withholding taxes in Chile may limit repatriation of your investment.
Equity investments in Chile by persons who are not Chilean residents may be subject to exchange control regulations that govern the repatriation of investments and earnings.
Dividends received by holders of ADSs are paid net of foreign currency exchange fees and fees and expenses of the depositary and are subject to Chilean withholding tax, currently imposed at a rate of 35%, subject to credits in certain cases as described under “Item 10. Additional Information—E. Taxation—Chilean Tax Considerations.” In order to facilitate capital movements from and into Chile and to encourage foreign investment, the Central Bank of Chile eliminated many foreign exchange restrictions and adopted the Compendium of Foreign Exchange Regulations (Compendio de Normas de Cambios Internacionales) effective April 19, 2001.
We cannot assure you that additional Chilean restrictions applicable to the holders of ADSs, the disposition of the shares underlying the ADSs or the repatriation of the proceeds from such disposition or the payment of dividends will not be imposed in the future, nor can we advise as to the duration or impact of such restrictions, if imposed. If for any reason, including changes in the Foreign Investment Agreement or Chilean law, the depositary is not able to convert Chilean pesos to U.S. dollars, investors would receive dividends or other distributions, if any, in Chilean pesos.
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
We are a publicly traded company (sociedad anónima) organized under the laws of Chile and licensed by the CMF to operate as a commercial bank. Our legal name is Itaú Corpbanca, and our commercial name is Banco Itaú and/or Itaú. Our principal executive offices are located at Presidente Riesco 5537, Las Condes, Santiago, Chile. Our telephone number is 56 2 2660 8000 and our main websites are www.itau.cl and ir.itau.cl. Our agent in the United States is Itaú Corpbanca New York Branch, Attention: Joaquín Rojas Walbaum, located at 885 Third Avenue, 33rd Floor, New York, NY 10022. Information set forth on our website does not constitute a part of this Annual Report. Itaú Corpbanca is organized under the laws of Chile and its subsidiaries are organized under the laws of Chile and Colombia.
History
Itaú Corpbanca is the resulting entity from the merger of two leading banks in Chile: Corpbanca and Banco Itaú Chile. Corpbanca, the oldest private bank in Chile and the legal surviving entity, and Banco Itaú Chile, a fully owned-subsidiary of Itaú Unibanco, the largest private bank in Latin America and a wholly-owned subsidiary of Itaú Unibanco Holding that, since the Merger on April 1, 2016, has been the sole controlling shareholder of Itaú Corpbanca.
The Bank’s history has been extensive and full of challenges. The Bank was incorporated as Banco de Concepción by Decree No. 180 of the Chilean Ministry of Finance on October 3, 1871, and legally began operations as a bank on October 16 of the same year. Over the next 150 years, the Bank went through a number of changes in control from private to government agency and back to private, and also through several mergers and acquisitions.
47
In 1971, Banco de Concepción was transferred to a government agency, Corporación de Fomento de la Producción (the Chilean Corporation for the Development of Production, or CORFO). Also in 1971, Banco de Concepción acquired Banco Francés e Italiano in Chile, which provided for the expansion of Banco de Concepción into Santiago. In 1972 and 1975, the Bank acquired Banco de Chillán and Banco de Valdivia, respectively. In November 1975, CORFO sold its shares of the Bank to private business persons, who took control of the Bank in 1976. In 1980, the name of the Bank was changed to Banco Concepción. In 1983, control of Banco Concepción was assumed by the CMF. The bank remained under the control of the CMF through 1986, when it was acquired by Sociedad Nacional de Minería (the Chilean National Mining Society, or SONAMI). Under SONAMI’s control, Banco Concepción focused on providing financing to small- and medium-sized mining interests, increased its capital and sold a portion of its high-risk portfolio to the Central Bank of Chile.
Investors led by Mr. Alvaro Saieh Bendeck purchased a majority interest of Banco Concepción from SONAMI in 1996. Following the acquisition by Mr. Alvaro Saieh Bendeck in 1996, the brand name changed to Corpbanca, hired a management team with substantial experience in the Chilean financial services industry and commenced a period of significant growth fueled by organic expansion and acquisitions. Our first significant transactions were the acquisition of the assets of the consumer loan division of Corfinsa and the finance company Financiera Condell S.A. in 1998. Both combined created the Bank’s Consumer Division, Banco Condell, focused on the middle-low income segment of the population in Chile.
With a view to its internationalization in November 2004, the Bank completed the listing process that enabled it to trade its ADSs on the NYSE. Five years later, the New York Branch was opened as a support for clients who can see their possibilities of financing in the United States expanded. Two years later, Corpbanca opened its representative office in Spain, whose role is to inform and promote the Bank with foreign companies and serve as a liaison with bank clients in Chile and Colombia.
Itaú financial group expanded into Chile in September 2006 after the acquisition of BankBoston (Chile). On February 28, 2007, BankBoston (Chile) was named Banco Itaú Chile, after the former Superintendency of Banks and Financial Institutions (Superintendencia de Bancos e Instituciones Financieras, “SBIF”) approved the acquisition.
In June 2012, former Corpbanca finalized the acquisition of Banco Santander Colombia S.A. (now Itaú Corpbanca Colombia). With this acquisition, we became the first Chilean bank to have a banking subsidiary outside the country. In 2013, we acquired Helm Bank S.A., and the following year, merged it with and into Itaú Corpbanca Colombia, maintaining the networks of branches separately: Itaú Corpbanca Colombia and Helm.
Becoming a large bank with a regional presence prompted our former controlling shareholder to enter, in early 2014, into a merger agreement with Itaú Unibanco Holding and Banco Itaú Chile. On January 29, 2014, Corpbanca and Itaú Chile agreed to merge (the “Transaction Agreement” or the “Merger”). In June 2015, the Extraordinary Shareholders Meetings of Corpbanca and Banco Itaú Chile agreed to the Merger, which was approved by the former SBIF in September of the same year. On April 1, 2016, the Merger was consummated. Banco Itaú Chile was merged with and into Corpbanca, and the Bank was renamed “Itaú Corpbanca”.
Immediately following the Merger, the corresponding subsidiaries of Banco Itaú Chile and Corpbanca continued to operate independently and their respective clients were served by their current executives. In January 2017, December 2017, and April 2018, respectively, our securities brokerages’ (Corredoras de Bolsa) subsidiaries, our asset managers’ (Administradoras Generales de Fondos) subsidiaries, and our insurance broker’s subsidiaries, were each consolidated into one single company for each line of business.
In this way, the stories of Banco Itaú Chile and Corpbanca were merged into a single one, with Corpbanca contributing a long and successful business trajectory with a clear goal: offering clients a service of excellence being faithful to what inspired its founders. On the other hand, Itaú Unibanco, with more than 90 years of history in Brazil, contributed all its experience as the largest private bank in Latin America and one of the largest banks in the world measured in market capitalization with a leading presence in the Brazilian market.
48
Our business model is the result of the combination of the local banks’ strengths and local knowledge, which will allow us to reach more clients, with an extended range of products and financial solutions.
By consolidating operations in Chile and Colombia, the new bank became one of Chile’s largest private financial institutions, ranking fifth in the Chilean banking industry with a market share by loans of 9.8% in Chile as of December 31, 2021. The Merger and combination of the strengths of both banks has translated into an expansion in the offer of products and services for our clients, with a large branch platform in Chile. Indeed, we operate 187 branch offices in Chile, one branch in New York, 103 branches in Colombia and one office in Panama.
As of the date of this report, Itaú Unibanco Holding and CorpGroup beneficially owned 55.96% and 14.00% of our outstanding common shares, respectively. Itaú Unibanco Holding and CorpGroup also entered into the Itaú CorpGroup Shareholders’ Agreement. Upon the consummation of the Merger, as previously mentioned, Itaú Unibanco Holding became the sole controlling shareholder of the merged bank. For a description of the Itaú CorpGroup Shareholders’ Agreement and the Transaction Agreement, see “Item 10. Additional Information—C. Material Contracts.”
A summary of the main milestones in the history of the Bank is set forth in the following chart:

The Itaú Colombia Acquisition
The obligation of the parties to the Transaction Agreement to cause Itaú Corpbanca to acquire all of the outstanding shares of Itaú BBA Colombia or to carry out a merger of Itaú Corpbanca Colombia, formerly Banco Corpbanca Colombia, with Itaú BBA Colombia was amended on January 20, 2017 and replaced with the obligation of the parties to cause Itaú Corpbanca Colombia to acquire the assets and liabilities of Itaú BBA Colombia at their book value in accordance with the terms and conditions agreed by Itaú Corpbanca Colombia and Itaú BBA Colombia on November 1, 2016 (the “Itaú Colombian Asset & Liabilities Acquisition”). The Itaú Colombian Asset & Liabilities Acquisition was approved by the shareholders of Itaú Corpbanca Colombia and the Colombian Financial Superintendency and completed on June 16, 2017, as established in the agreement signed on June 1, 2017 between Itaú Corpbanca Colombia, as assignee, and Itaú BBA Colombia S.A. Corporación Financiera, as assignor. Pursuant to the Itaú Colombian Asset & Liabilities Acquisition transaction, Itaú Corpbanca Colombia paid to Itaú BBA Colombia S.A. Corporación Financiera Ch$33,205 million. This agreement also contemplated the rendering of certain services by Itaú Corpbanca Colombia in favor of Itaú BBA Colombia and the hiring of the senior management of Itaú BBA Colombia by Itaú Corpbanca Colombia.
On February 22, 2022, following receipt of regulatory approvals from the banking regulators in Chile, Colombia and Brazil, and in compliance with the Transaction Agreement, the Bank completed the acquisition – directly and
49
indirectly – of all the shares of Itaú Corpbanca Colombia owned by CorpGroup Interhold S.p.A., CorpGroup Banking S.A. and CG Financial Colombia S.A.S. in Itaú Corpbanca Colombia, representing approximately 12.36% of the subscribed and paid capital of Itaú Corpbanca Colombia for a total consideration of US$414,142,063.65. As a result of these transactions, Itaú Corpbanca owns directly and indirectly approximately 99.4617% of the subscribed and paid capital of Itaú Corpbanca Colombia, from which approximately 94.99% is directly owned. Itaú Corpbanca directly acquired approximately 7.89% of Itaú Corpbanca Colombia’s subscribed and paid capital and its new subsidiary in Colombia, Itaú Holding Colombia S.A.S., acquired the remaining approximately 4.47%. The formation by Itaú Corpbanca in Colombia of its subsidiary Itaú Holding Colombia S.A.S., whose subscribed and paid capital is wholly-owned by Itaú Corpbanca, was duly authorized by the CMF and by the Chilean Central Bank for this purpose. The total price of US$414,142,063.66 resulted in a negative impact of 1.42% on Itaú Corpbanca’s Common Equity Tier 1 (CET1) capital, on a fully loaded basis, under the Basel III standards. In this context, considering the Bank’s financials as of February 28, 2022, the above-mentioned impact and the capital effects of the current regulations of the CMF, we estimate that our total capital ratio and CET1 ratio on a fully loaded basis, under the Basel III standards, are 15.48% and 9.65%, respectively.
The Rights Offerings
On October 4, 2021, we launched an offering of transferrable rights (“Rights”) to subscribe for our common shares, including common shares represented by ADSs, in connection with a previously announced capital increase of up to 461,111,111,111 new common shares of the Bank, approved at an extraordinary shareholders’ meeting held by the Bank on July 13, 2021 (the “Statutory Preemptive Rights Offering”). The offering of Rights in Chile commenced on October 4, 2021 and the offering of Rights with respect to ADSs (the “ADS Rights”) commenced on October 5, 2021 (the “Preemptive ADS Rights Offering”).The Preemptive ADS Rights Offering ended at 5:00 p.m. (New York City time) on October 26, 2021 and the Statutory Preemptive Rights Offering in Chile ended at 11:59 p.m. (Santiago, Chile time) on November 2, 2021. The Bank decided to offer the rights that were unsubscribed in the Statutory Preemptive Rights Offering and the Preemptive ADS Rights Offering in a subsequent preemptive rights offering, which commenced on November 11, 2021 and ended at 11:59 p.m. on November 16, 2021 (the “Subsequent Preemptive Rights Offering”, together with the Statutory Preemptive Rights Offering and the Preemptive ADS Rights Offering, the “Rights Offerings”).
During the Rights Offerings, a total of 455,243,347,249 common shares (including 517,837,500 common shares representing ADSs) were subscribed and paid, in the Chilean and international markets, representing 98.73% of the total new common shares issued in the aforementioned capital increase, with a total of 5,867,763,862 new common shares remaining unsubscribed and unpaid.
On November 30, 2021, through an auction in the Santiago Stock Exchange in Chile, the Bank placed in full the 5,867,763,862 remaining shares unsubscribed and unpaid after the end of the Rights Offerings. Itaú Unibanco Holding, the Bank’s controlling shareholder and its affiliates subscribed and paid for a total of 350,048,242,004 new common shares, representing 76.89% of the total new common shares subscribed in the aforementioned capital increase. After the placement in full of the new common shares issued in the aforementioned capital increase, Itaú Unibanco Holding and its affiliates held 551,015,065,630 common shares of the Bank, representing 56.60% of the Bank’s common shares as of November 30, 2021.
50
Capital Expenditures
The following table reflects our capital expenditures in the years ended December 31, 2019, 2020 and 2021:
For the Year Ended December 31, | ||||||
| 2019 |
| 2020 |
| 2021 | |
(in millions of Ch$) | ||||||
Land and buildings |
| 1,505 |
| 159 |
| 24 |
Computer systems and equipment |
| 61,723 |
| 65,713 |
| 43,511 |
Furniture and fixtures |
| — |
| — |
| — |
Vehicle |
| — |
| — |
| — |
Other |
| 2,488 |
| 1,803 |
| 2,635 |
Total |
| 65,716 |
| 67,675 |
| 46,170 |
Total capital expenditures in 2021 of Ch$46,170 million consisted mainly of Ch$43,511 million in computer software, IT projects and equipment. For further details relating to these results and related divestitures, see Notes 1(m) and 14 of our consolidated financial statements included herein.
B. BUSINESS OVERVIEW
COMPETITIVE STRENGTHS
Our business model is based on the combination of local bank strengths and local knowledge and benefits from Itaú Unibanco’s experience and global platform. In the six years since the Merger, we believe we have emerged as a leading banking platform and deepened our expansion in the Andean Region as a result of the following strengths:
1. | Key banking player in two of the most developed economies and sound financial systems in Latin America. We conduct the majority of our business in Chile and a significant share in Colombia. Both countries have been the Andean Region’s fastest growing economies and are considered to be among the best business environments in Latin America. The Chilean and Colombian economies have generally demonstrated stable macroeconomic conditions in terms of growth and inflation, with growing per capita GDP and solid credit ratings, and have shown strong signs of ongoing recovery following the COVID-19 pandemic. We believe that our increased footprint in Chile and Colombia gives us an enhanced ability to grow and compete more effectively within these countries, further strengthening our market position there. |
2. | Attractive portfolio in Chile with a strong wholesale segment and increasing retail share. We have the scale and resources to grow and compete effectively, particularly in Chile where we are the fifth largest private bank as measured by loans, with a 9.8% market share as of December 31, 2021. We have an attractive credit portfolio in Chile, which is currently focused on the wholesale segment but has opportunities to grow in the retail segment as well. The wholesale segment accounted for 63.3%, or Ch$15.672.670 million of our consolidated gross loans, as of December 31, 2021, while our mortgage portfolio and consumer loans accounted for 25.2%, or Ch$6,244,971 million, and 11.4%, or Ch$2,825,719 million, of our consolidated gross loans as of December 31, 2021. Our retail share in gross loans has increased 213 basis points, from 34.5% as of December 31,2021 to 36.7% as of December 31, 2021. |
Our strategy to expand our presence in the retail segment is already delivering results according to CMF data: (i) we ranked as the second bank in Chile in terms of the growth of our gross loan portfolio in the three-month period ended December 31, 2021; (ii) we ranked as the second bank in Chile in terms of the growth of both our mortgage and consumer loans in the three-month period ended December 31, 2021; (iii) we ranked as the fourth bank in Chile in terms of the opening of new accounts in the three-month period ended December 31, 2021 and (iv) we ranked as the first bank in Chile in terms of the consumer installments loans and credit cards growth in the three-month period ended December 31, 2021, respectively.
51
3. | In the fourth quarter 2020, we launched a strategic customer-centric model with strong focus on digital transformation. After thorough analysis and planning, we launched a program that aims to transform us into (i) a customer-centric organization, that is (ii) agile, (iii) digital and simple, (iv) data-driven, and (v) that takes risks and experiments. |
4. | Successful turnaround process in Chile and clear plan in Colombia. We are one of the fastest growing banks in Chile, which has been fueled by the digital transformation described above. As of December 31, 2021 we have had four consecutive quarters with positive results, and maintained a consistent improvement in returns on tangible assets. In Colombia, we have defined a clear action plan, which focuses on our commercial strategy, enhancements in digital products and key structural changes, such as adjustments to our back office and improved integration with our Chilean operations. |
5. | Sponsorship and support from the largest private bank in Latin America, Itaú Unibanco. Itaú Unibanco is the largest private financial institution in Latin America and a premier banking franchise. We believe its sponsorship and support provides us with an opportunity to leverage its strong global client relationships and enhance our opportunities to grow regionally, adapt more quickly to changing trends in the banking sector and share best practices. We have been able to expand our offering of banking products by learning from Itaú Unibanco’s management model, as well as its segmentation and digitalization strategies. |
6. | Experienced management team recently reinforced in line with long-term growth strategy. We have made important changes to our executive committee to ensure that we have the right structure and the right talent with the necessary skillset to lead our transformation. Key structural changes we have made recently include (i) the creation of a new Digital Business Development Management Division, which is in charge of our digital transformation overall and takes the lead in innovation; and (ii) the decentralization of back-office operations, which is key to reinforce customer centricity and agility. In addition to the structural changes, we also brought on new heads of technology and of wholesale banking. |
STRATEGY
Our strategy aims to develop a leading bank in terms of sustainable performance and customer satisfaction. Our culture helps us attract and retain talent, guide our business trajectory and promote a competitive advantage. Our culture is defined by a set of key principles, which we call “Our Way,” that keeps us current with the context, demands and changes in our business and organizational culture.
The development of our strategy is based on five pillars that aim to transform us into a simple, agile, efficient and disruptive bank, creating the path today, for the bank of the future. Our five pillars are: disruption, customer-centricity, simplicity and digitization, agile working model and disciplined approach to achieve sustainable results.
1. | Disruption: the first pillar is about disrupting the market by creating new strategies and products. The methodology we are following to ensure a disciplined execution of our transformation plan, called “ItaúGo,” leverages the experience of Itaú Unibanco in Brazil and is based on a structured process of defining a high-level strategic direction and then developing the bottom-up initiatives that will take us there. |
Within this plan, we are giving priority to the most disruptive initiatives, including, among others: (i) our alliance with Rappi; and (ii) our Independent Financial Advisor Program (“IFA Program”), each as further described below.
In March 2021, we announced a strategic alliance with Rappi, a leading digital player in South America, through which we seek to bring innovative and disruptive ways of providing financial services to both individuals and companies in Chile. Through this partnership, we are integrating financial services into a large ecosystem, which enables us to access a greater customer base pursuant to which we expect to boost our growth while adding value to the ecosystem.
52
We have also launched our IFA Program, pursuant to which we work with independent financial professionals to refer clients to us. This program has proven successful for Itaú Unibanco in Brazil and we hope to use it in order to complement our current value proposition to wealth management clients as well as clients interested in different investment alternatives.
2. | Customer centricity: the second pillar is about putting our clients at the center of everything we do with easy-to-use products and driven by our deep understanding of our customers’ needs, obtained through analytics. Examples of how we plan on executing this strategy include the following: |
· | As part of our investment value proposition, we are incorporating well-known investment funds in our investment platform. In addition, all mutual funds, deposit and brokerage products are integrated, thereby simplifying the customer experience. |
· | We are also preparing to integrate and relaunch our Private Bank franchise with a complete product offering through the potential acquisition of MCC Asesorías SpA, an investment platform wholly-owned by an affiliate of Itaú Unibanco, and thereby allowing our clients to access international investment opportunities. As of the date of this Annual Report, while the acquisition and the subsequent merger were approved by the CMF on March 21, 2022 and April 11, 2022, respectively, the merger remains contingent on the issuance of the regulatory approval from the Brazilian Central Bank (BACEN). |
· | Along with our “mobile first” strategy, we have been expanding our digital branch structure and expect to continue to do so. We plan to offer best-in-class services and functionality through each channel and flexibility in terms of available channels. Digital branches provide convenience to customers through extended hours as well as faster and more specialized service than physical branches. Digital branches therefore have higher net promoter scores (“NPS,” a tool that measures customer experience and predicts business growth). For example, in our Itaú Sucursales segment, the NPS of digital branches is over two times higher than that of physical branches. This results in a higher level of customer engagement compared to our traditional branches. On average, we record more loans (particularly consumer loans and mortgages) and investment activity in our digital branches. Other benefits of our digital branch structure include the fact that (i) customer attrition in our digital branches is four times lower compared to that of physical branches and (ii) these branches are approximately 30% more cost-efficient than physical branches. |
· | To complement our digital offer in retail banking, we have also been working on expanding our digital payment solutions. Following the success of our digital wallet application, we are now working to deliver additional functionalities, such as Quick Response, or QR codes and peer to peer, or P2P payments as well as digital and virtual credit cards. We believe these payments solutions should help us deliver a distinctive digital experience. |
· | The digital transformation of our wholesale banking is based on creating user-friendly digital products. For example, we have observed an increase in the number of clients using our trade finance web portal in the last twelve months. This has allowed us to increase our market share, in terms of trade finance loans, by 30 basis points from 14.1% to 14.4%, enabling us to become the second fastest growing bank in trade finance loans among our peer group in Chile according to CMF data as of December 31, 2021. We are leveraging this experience to develop other products through digital channels, such as financial guarantees, where we have seen an increase in customers using a digital solution and have become the fastest growing bank in this market according to CMF data as of December 31, 2021, having increased our market share in terms of the volume of local financial guarantees by 1.4% in the last twelve months. |
· | The quality of services we provide to our customers is key to our growth strategy. We not only focus on gaining new customers, but on strengthening and establishing long-term relationships. We believe this is done through constant efforts to identify and understand our clients’ needs and to measure their satisfaction. We also continue to develop new processes and technological solutions to improve our customer service. This is a key component of our strategy to continuously create value. We believe these value-creating |
53
products and services have allowed us to reach the highest NPS in our history, a 32% increase in the overall rate in the twelve months ended December 31, 2021, driven by improvements in both our retail and wholesale segments (as further described above). Our NPS score has also improved in comparison with our peers. According to an Ipsos benchmark survey commissioned by us, we are the bank with the highest NPS improvement among our peers in the period analyzed (March 2021 to April 2021). We plan to continue leveraging our customer centricity and digital platform offerings in order to continue to improve our NPS.
3. | Simple and digital: the third pillar is to be simple and digital, not only in the way we interact with our clients but also in our internal processes. |
Simplification is a key element of our strategy to drive customer satisfaction and efficiency. We are working to increase our customers’ use of online and mobile banking by offering them better technological solutions. Our senior management is focused on implementing technological solutions that will allow us to identify means of improving our overall profitability and to optimize our cost structure.
Digital banking is essential to boosting our retail banking segment and further improving our efficiency and profitability. Delivering a digital experience that allows us to offer a simple and convenient experience adapted to the needs of our clients is key, as the strong trend towards digital channels and transactions continues.
As a result, we have been able to reduce the number of duplicative systems and to develop more than 200 Application Programming Interfaces, or APIs.
As part of our simplification efforts, we have (i) increased monitoring of failed customer interactions and (ii) increased the usage of artificial intelligence programs for automating internal processes. We expect these efforts to provide efficiencies in the short to medium term.
4. | Innovative organization and culture: the fourth pillar is about building an innovative organization and culture that is fit for the direction and challenges ahead. We are moving away from a traditional hierarchical structure to a new and modern organization in which we expect to structure our teams in multidisciplinary working communities to generate a more agile and efficient working model. These communities are based on continuous interactions with our clients, in order to create an ongoing feedback process that leads to a better product offering, captures value in the short term and allows us to adjust products and functionalities to meet the evolving needs of our customers. We started in March 2021 with the first three agile communities. As planned, by the end of 2021, we had 500 staff (internal and external) working in the agile model. Our plan for 2022 is to triple the number of staff in the agile working model to 1,500 distributed across an increasing number of communities covering all or our main products and service lines, completely transforming the way our teams work together, especially in our commercial, products and IT departments. The implementation of agile at scale has been very important in increasing the speed of product innovation and adaptation to customer preferences, which has been a key driver for improving our NPS. |
On talent attraction, we have partnered with The Pontifical Catholic University of Chile (Pontificia Universidad Católica de Chile) to develop a finance laboratory as a magnet for students interested in finance. In addition, we have also launched the Itaú Tech Talent initiative where we set out challenges to attract and select the best talent. We are also committed to promoting diversity and gender equality. We have taken concrete steps, such as making sure that at least one female candidate is considered for every manager level position, as well as ensuring that employees on maternity leave are paid full bonuses. Finally, we have launched our “Itaú is orange and also of all colors” campaign, which aims to promote LGBTIQ+ inclusion.
On the training side, we have partnered with Udemy and launched an internal training platform, called Iox, which provides over 2,600 training courses. Finally, our remote first working model and flexible dress code provide flexibility and a less formal working environment that is very well liked by our employees.
5. | Sustainable results: the fifth pillar is sustainability of our results. We embrace the ESG criteria in our different operations and businesses, responding to the needs of our society in order to have a green post-pandemic |
54
recovery. Sustainable results in responsible banking are at the core of what we do. We believe that maintaining good governance, taking care of the environment, and being positively engaged with our employees, society in general, and the communities that we are a part of are essential. Our ESG efforts have been recognized by, among others (i) the Sustainable Leaders Agenda, or ALAS awards earned by our asset management department, which in 2020 placed first in each of the three categories they were nominated: Leading Institution in Responsible Investments, Leader in Research in Sustainability and Leader in Corporate Governance; (ii) our presence in the Dow Jones Sustainability Index; and (iii) our certification as a member of FTSE4GOOD, a series of ethical investment stock market indices launched in 2001 by the FTSE Group. Furthermore, in July 2021, we launched an ESG ETF, as part of our diversified offer to our clients. On the loan side, 23% of our wholesale loan portfolio in Chile is composed of loans that comply with the sustainability criteria established by the United Nations and we expect to continue to increase that number.
These are the steps towards achieving our digital transformation plan and bringing us to the forefront of banking in the region. We believe that the union of the initiatives described above will allow us to deliver sustainable and recurring results for our shareholders and investors, because as Our Way says: we act and think like owners.
OWNERSHIP STRUCTURE
Itaú Corpbanca capital stock is composed of 973,517,871,202 common shares traded on the Santiago Stock Exchange and the Chilean Electronic Stock Exchange. Shares are also traded as depositary receipts on the NYSE in the form of ADSs.
Since the consummation of the Merger on April 1, 2016, Itaú Corpbanca has been controlled by Itaú Unibanco Holding. After the Merger, Itaú Unibanco Holding indirectly acquired an additional 2.13%, 0.35%, 2.08% and 1.08% share capital of Itaú Corpbanca from the Saieh Family, on October 26, 2016, September 15, 2017, October 13, 2018 and September 10, 2020, respectively. In addition, Itaú Unibanco Holding subscribed and paid for a total of 350,048,242,004 new common shares in the aforementioned 2021 capital increase, increasing its percentage of ownership in the Bank’s common shares to 56.60% as of November 30, 2021, after the placement in full of the new common shares issued in such capital increase. On March 22, 2022, Itaú Unibanco Holding indirectly sold 0.64% share capital of Itaú Corpbanca, decreasing its percentage of ownership in the Bank’s common shares to 55.96%.
As a result of these acquisitions or sales, the Rights Offerings and other transfers of shares in the Bank, the current shareholder structure is as follows:

PRINCIPAL BUSINESS ACTIVITIES
We are a commercial bank based in Chile that, in addition to our presence in every region in Chile, has operations in Colombia and Panama, a branch in New York and a representation office in Lima, Peru.
55
We provide a broad range of wholesale and retail banking services to our customers in Chile and Colombia. In addition, we provide financial advisory services, asset management, insurance brokerage and securities brokerage services through our subsidiaries, and banking services through our New York Branch.
We operate in two main geographic areas: Chile and Colombia. The Chile segment also includes operations carried out by Itaú Corpbanca New York Branch and the Colombia segment also includes the operations carried out by Itaú S.A. (Panama). The following table sets forth a breakdown of our revenue by geographic market for the years ended December 31, 2019, 2020 and 2021 in accordance with IFRS 9:
| Net Interest Income by Geographic Market | |||||||||||||||||
2019 | 2020 | 2021 | ||||||||||||||||
| Chile |
| Colombia |
| Total |
| Chile |
| Colombia |
| Total |
| Chile |
| Colombia |
| Total | |
| (in millions of Ch$) | |||||||||||||||||
Interest income |
| 1,279,986 |
| 493,654 |
| 1,773,640 |
| 1,116,943 | 432,731 |
| 1,549,674 |
| 1,324,275 | 363,227 | 1,687,502 | |||
Interest expense |
| (631,279) |
| (241,943) |
| (873,222) |
| (490,729) | (192,508) |
| (683,237) |
| (580,997) | (130,198) | (711,195) | |||
Net interest income |
| 648,707 |
| 251,711 |
| 900,418 |
| 626,214 |
| 240,223 |
| 866,437 |
| 743,278 |
| 233,029 |
| 976,307 |
The following tables provide information on the composition of our loan portfolio at amortized cost net of allowances as of December 31, 2019 and 2020, and as of December 31, 2020 and 2021, respectively:
As of December 31, |
| |||||||
2019 | 2020 | Variation | Variation | |||||
(in millions of Ch$) | % |
| ||||||
Commercial loans |
|
|
|
| ||||
Commercial loans | 11,870,750 | 11,502,835 | (367,915) | (3.1) | % | |||
Foreign trade loans | 1,034,681 | 825,445 | (209,236) | (20.2) | % | |||
Current account debtors | 143,768 | 62,046 | (81,722) | (56.8) | % | |||
Factoring operations | 217,410 | 151,487 | (65,923) | (30.3) | % | |||
Student loans | 635,279 | 576,986 | (58,293) | (9.2) | % | |||
Leasing transactions | 988,907 | 916,587 | (72,320) | (7.3) | % | |||
Other loans and receivables | 24,550 | 25,796 | 1,246 | 5.1 | % | |||
Subtotals |
|
|
|
| ||||
14,915,345 | 14,061,182 | (854,163) | (5.7) | % | ||||
Mortgage loans |
|
|
|
| ||||
Letters of credit loans | 29,891 | 23,113 | (6,778) | (22.7) | % | |||
Endorsable mutual mortgage loans | 102,442 | 89,409 | (13,033) | (12.7) | % | |||
Other mutual mortgage loans | 4,321,019 | 4,761,064 | 440,045 | 10.2 | % | |||
Leasing transactions | 323,708 | 295,856 | (27,852) | (8.6) | % | |||
Other loans and receivables | 20,480 | 73,846 | 53,366 | 260.6 | % | |||
Subtotal | 4,797,540 | 5,243,288 | 445,748 | 9.3 | % | |||
Consumer loans |
|
|
|
| ||||
Consumer loans | 1,811,312 | 1,684,696 | (126,616) | (7.0) | % | |||
Current account debtors | 186,632 | 112,945 | (73,687) | (39.5) | % | |||
Credit card debtors | 499,743 | 442,854 | (56,889) | (11.4) | % | |||
Consumer leasing transactions | 2,886 | 1,285 | (1,601) | (55.5) | % | |||
Other loans and receivables | 41,239 | 29,858 | (11,381) | (27.6) | % | |||
Subtotal | 2,541,812 | 2,271,638 | (270,174) | (10.6) | % | |||
Total | 22,254,697 | 21,576,108 | (678,589) | (3.0) | % | |||
56
| As of December 31, |
| |||||||
| 2020 |
| 2021 |
| Variation |
| Variation |
| |
| (in millions of Ch$) |
| (%) | ||||||
Commercial loans | |||||||||
Commercial loans |
| 11,502,835 |
| 12,066,715 |
| 563,880 |
| 4.9 | % |
Foreign trade loans |
| 825,445 |
| 1,140,822 |
| 315,377 |
| 38.2 | % |
Current account debtors |
| 62,046 |
| 64,141 |
| 2,095 |
| 3.4 | % |
Factoring operations |
| 151,487 |
| 238,407 |
| 86,920 |
| 57.4 | % |
Student loans |
| 576,986 |
| 530,653 |
| (46,333) |
| (8.0) | % |
Leasing transactions |
| 916,587 |
| 929,990 |
| 13,403 |
| 1.5 | % |
Other loans and receivables |
| 25,796 |
| 20,913 |
| (4,883) |
| (18.9) | % |
Subtotals |
| 14,061,182 |
| 14,991,641 |
| 930,459 |
| 6.6 | % |
Mortgage loans |
|
|
|
|
|
|
|
| |
Letters of credit loans |
| 23,113 |
| 18,291 |
| (4,822) |
| (20.9) | % |
Endorsable mutual mortgage loans |
| 89,409 |
| 77,847 |
| (11,562) |
| (12.9) | % |
Other mutual mortgage loans |
| 4,761,064 |
| 5,713,703 |
| 952,639 |
| 20.0 | % |
Leasing transactions |
| 295,856 |
| 301,553 |
| 5,697 |
| 1.9 | % |
Other loans and receivables |
| 73,846 |
| 56,279 |
| (17,567) |
| (23.8) | % |
Subtotal |
| 5,243,288 |
| 6,167,673 |
| 924,385 |
| 17.6 | % |
Consumer loans |
|
|
|
|
|
|
|
| |
Consumer loans |
| 1,684,696 |
| 1,914,899 |
| 230,203 |
| 13.7 | % |
Current account debtors |
| 112,945 |
| 101,365 |
| (11,580) |
| (10.3) | % |
Credit card debtors |
| 442,854 |
| 584,714 |
| 141,860 |
| 32.0 | % |
Consumer leasing transactions |
| 1,285 |
| 738 |
| (547) |
| (42.6) | % |
Other loans and receivables |
| 29,858 |
| 34,518 |
| 4,660 |
| 15.6 | % |
Subtotal |
| 2,271,638 |
| 2,636,234 |
| 364,596 |
| 16.0 | % |
Total |
| 21,576,108 |
| 23,795,548 |
| 2,219,440 |
| 10.3 | % |
Business activities in Chile have been strategically aligned onto three areas directly related not only to our medium term strategy but to our customers’ needs: 1) Wholesale Banking (a. Corporate, b. Large Companies and c. Real Estate); 2) Retail Banking (a. Itaú Personal Bank, b. Itaú, c. Itaú Private Bank, d. Midsize Companies, e. SMEs and f. Banco Condell, our Consumer Finance Division); and 3) Treasury.

57
A description of each of the areas in Chile, along with our Colombian banking subsidiary as well as of our New York branch, is presented below:
Wholesale Banking
Wholesale Banking serves large economic groups, state-owned and private companies, mining companies, utilities, energy, seaports, airports, public hospitals or any business. Wholesale Banking also serves our real estate and project finance customers. It focuses on offering clients a broad range of services tailored to fit their specific needs. These services include deposit-taking and lending in both Chilean pesos and foreign currencies, trade financing, general commercial loans, working capital loans, letters of credit, interest rate, foreign exchange derivatives (including foreign exchange options) and cash flow management.
Corporate Banking. This area specializes in institutional customers and customers with annual sales in excess of US$100 million.
Large Companies. This area includes a wide range of products and financial services to companies with annual sales between US$8 million to US$100 million.
Real Estate and Construction Companies. This area is focused on companies or economic groups in the real estate or construction industry with annual sales in excess of US$100,000.
Retail Banking
Retail Banking serves retail individuals customers across all income levels, from low-income to high-income individuals, and also targets midsize companies and small and very small companies (SMEs), the latter two grouped under “Itaú Companies.” Retail Banking is organized into the following four areas:
Itaú Private Banking. Within our Private Banking Division, we provide private banking services to our high-income and high net worth customers. We consider high-income individuals to be customers with a monthly income in excess of Ch$8.0 million. Each client under our private banking or “Private Banking” program is provided with a liaison officer who oversees the client’s entire relationship with us across all product lines. The relationship model is based on providing each customer with the comprehensive, personalized and professional advising service for managing their net worth, major investments, banking and credit structuring needs in a way that best fits the investor and financing profile. In addition to the products and services we provide to private banking customers, we offer tailored lending products designed to help keep their businesses growing. Our specialized team of business executives and investment bankers aims to maximize gains for our customers based on their investor profile.
Itaú Personal Bank. This area specializes in high-income individuals, with a monthly income between Ch$2.5 million and Ch$8.0 million. This is the first high-income individuals’ segment in Chile with differentiated branches at the ground floor to be accessed directly from the street, and additionally with differentiated mobile and web channels. The service model is based on relationships and constant advising on financial products, investment and/or protection. Itaú Personal Bank offers a specialized, differentiated value proposition based on customer relationships. Its three pillars are highly qualified executives, with a systematic work standard; smaller portfolios per executive in relation to the traditional model, in order to facilitate management; and certified investment consultants who specialize in providing exclusive, timely advising. The network in Chile includes 22 premium branches and four digital branches for this segment. In Colombia, the network includes three premium branches.
Itaú (Traditional Banking). Our Traditional Banking Division is mainly oriented toward individuals with medium-high income levels (focused on clients between Ch$600,000 and Ch$2.5 million monthly income). We offer our traditional and private banking clients products such as checking accounts, credit lines, credit and debit cards, personal installment loans, mortgage loans, insurance banking, time deposits and savings accounts in Chilean pesos, Euros, UF and U.S. dollars, among others. In addition, we provide mutual fund and securities brokerage services. This mass-market model is focused on customer self-service through various channels: face-to-face at our branches, digitally through the website and App, and through direct e-mail contact with account executives and through calls to the Contact Center. Our
58
goal is to face our customers’ changes and needs with them, offering agile, simple options that enable them interface with the Bank autonomously. This segment is served under 106 traditional branches and two digital branches.
Banco Condell (Consumer Finance). Our Consumer Finance Division operates under the trade name Banco Condell and specializes in financing for middle and low-income segments who have low banking access and monthly income between Ch$200,000 and Ch$600,000. A financial inclusiveness mechanism, Banco Condell's business model enables it to provide services to people with informal, non-accreditable income. Through Banco Condell we offer our customers insurance policies, certificates of deposit and consumer loans, products that represent the essence of our business. In an effort to drive down costs without compromising excellent customer service, in 2018 we started integrating Banco Condell offices with Itaú branches, maintaining an experience of closeness and trust with this segment in an effort to provide agile financing solutions. The plan is to follow along these lines to bring our different segments to more places while maintaining our customers’ satisfaction. Also, we are aiming to make Banco Condell a point of access for future Itaú customers who demonstrate good credit and meet the requirements for a business area upgrade. As of December 2021, Banco Condell has 53 branches and its own brand identity.
Treasury
Our Treasury manages the Bank’s market risks (including interest rate and inflation risk) and liquidation risk, acting in accordance with internal policies as well as regulatory and corporate limits. Also, it is responsible for optimizing the funding structure and assigning transfer prices to the products it manages for the business channels and for managing relationships with counterparties from international financial institutions. Finally, this area is responsible for distributing financial products, like currency, derivative and money market operations, to all the Bank’s customer segments.
As of December 31, 2021, the outstanding loans from foreign banks to Itaú Corpbanca were US$1,190 million with approximately nine financial institutions from the U.S., Canada, Germany, France, Japan and other countries, including in Latin America. The international global risk assets outstanding as of December 31, 2021 were US$3,626 million.
In 2021, we began our evolution from a segmentation by size and sector, to one that includes and understands customer behavioral variables. We aim to have more complex and multivariate segmentation, focusing our efforts on new customer needs.

Itaú Corpbanca Colombia
Itaú Corpbanca Colombia provides a broad range of commercial and retail banking services to its customers in Colombia, operating principally in the cities of Bogotá, Medellín, Cali, Bucaramanga, Cartagena and Barranquilla. As of December 2021, according to the Colombian Financial Superintendency, Itaú Corpbanca Colombia was the ninth largest
59
bank in Colombia in terms of total assets, the eighth largest bank in Colombia in terms of total loans and the ninth largest bank in Colombia, in terms of total deposits as reported under local regulatory and accounting principles.
As of December 31, 2021, Itaú Corpbanca Colombia had total assets of Ch$6,786,113 million (US$8,039.7 million), including total loans of Ch$4,944,875 million (US$5,858.3 million), and total equity of Ch$587,022 million (US$695.5 million). In comparative terms, Itaú Corpbanca Colombia has a market share of 3.7% of the total assets in Colombian Banking Industry and its total assets represent 18.0% of Itaú Corpbanca’s total assets.
As of December 31, 2021, Itaú Corpbanca Colombia had total net interest income of Ch$233,029 million (US$276.1 million) and profit of Ch$20,502 million (US$24.3 million). As of December 31, 2021, Itaú Corpbanca Colombia had 104 branches,121 ATMs and 2,691 employees in Colombia and Panama.
New York Branch
Our New York Branch supports the commercial needs of Chilean and other Latin American companies that conduct business overseas. Operating with an offshore foreign branch of a Chilean bank is especially attractive to clients abroad as it provides a sense of proximity and it allows us to accompany our customers as they operate internationally, responding to their needs and service requirements. Our target market consists of medium and large Chilean companies, other Latin American companies, and Chilean and other Latin American banks without offshore branch offices, among others.
Our New York Branch has a Yankee Certificate of Deposits program that is placed directly to clients or through U.S. dealers. Also, the Branch funds its operation through interbank and financial institution deposits with a broad variety of customers. The New York Branch participates in bilateral and syndicated loans, together with other international institutions, to finance a variety of investment projects. As of December 31, 2021, the branch had US$ 2,238 million in assets and had a net income of US$ 19.9 million for the year ended December 31, 2021
Financial Services Offered Through Subsidiaries
We have made several strategic long-term investments in financial services companies in Chile (each of which are regulated and supervised by the CMF), which are engaged in activities complementary to our core banking activities. Through wholly-owned subsidiaries, we intend to continue to develop a comprehensive financial services group able to meet the diverse financial needs of our current and potential clients. As of December 31, 2021, assets of our subsidiaries represented 0.7% of total consolidated. For the year ended December 31, 2021, net income of our subsidiaries totaled Ch$28,944 million (US$34.3 million).
60
The following table sets forth certain financial information with respect to our financial services subsidiaries as of December 31, 2019, 2020 and 2021, in millions of Chilean pesos. Amounts relating to inter-company transactions have not been removed for purposes of this table.
| As of and for the Year Ended December 31, | |||||||||||||||||
2019 | 2020 | 2021 | ||||||||||||||||
Net | Net | Net | ||||||||||||||||
| Assets |
| Equity |
| Income |
| Assets |
| Equity |
| Income |
| Assets |
| Equity |
| Income | |
(in millions of Ch$) | ||||||||||||||||||
Itaú Corredores de Bolsa Ltda.(1) |
| 293,808 |
| 41,760 |
| 1,484 |
| 196,374 | 43,414 | 1,927 |
| 131,588 | 35,711 | (7,037) | ||||
Itaú Adm. General de Fondos S.A.(2) |
| 16,008 |
| 13,649 |
| 7,516 |
| 12,540 | 11,528 | 5,395 |
| 13,642 | 12,051 | 5,919 | ||||
Itaú Asesorías Financieras Ltda.(3) |
| 9,051 |
| 8,494 |
| 6,683 |
| 10,530 | 9,298 | 805 |
| 13,867 | 12,217 | 2,919 | ||||
Itaú Corredores de Seguros S.A. |
| 52,838 |
| 42,774 |
| 24,565 |
| 32,984 | 25,895 | 17,058 |
| 39,366 | 30,717 | 21,880 | ||||
Recaudaciones y Cobranzas Ltda.(4) |
| 3,462 |
| 2,824 |
| 1,508 |
| 4,384 | 1,984 | 1,199 |
| 4,459 | 3,140 | 1,156 | ||||
Itaú Corredor de Seguros Colombia S.A. |
| 3,982 |
| 2,387 |
| 623 |
| 3,650 | 2,017 | (166) |
| 3,959 | 2,429 | 366 | ||||
Itaú Securities Services Colombia S.A. Sociedad Fiduciaria |
| 14,943 |
| 14,484 |
| 718 |
| 14,198 | 13,694 | 506 |
| 12,862 | 12,480 | (1,403) | ||||
Itaú Asset Management Colombia S.A. Sociedad Fiduciaria |
| 24,308 |
| 20,941 |
| 3,714 |
| 24,410 | 21,810 | 2,755 |
| 15,517 | 13,573 | 1,723 | ||||
Itaú Comisionista de Bolsa S.A. |
| 12,919 |
| 11,243 |
| 1,449 |
| 15,112 | 12,736 | 2,679 |
| 15,156 | 13,062 | 3,421 | ||||
Itaú Bank (Panamá) S.A. |
| 446,771 |
| 89,266 |
| 8,620 |
| 393,558 | 91,108 | 6,015 |
| 513,408 | 112,123 | 5,725 | ||||
Itaú Casa de Valores S.A.(5) |
| 1,039 |
| 755 |
| 144 |
| — | — | — |
| — | — | — | ||||
| (1) | On January 1, 2017, Itaú BBA Corredor de Bolsa Limitada merged into Itaú Corpbanca Corredores de Bolsa S.A. The legal name of the merged entity was changed to “Itaú Corpbanca Corredores de Bolsa S.A.” and the commercial name was changed to “Itaú Corredores de Bolsa.” On August 1, 2018 “Itaú CorpBanca Corredores de Bolsa S.A.” changed its legal name to “Itaú Corredores de Bolsa Ltda.” |
| (2) | On December 29, 2017, Itaú Chile Administradora General de Fondos S.A. merged into Corpbanca Administradora General de Fondos S.A. The legal name of the merged entity was changed to “Itaú Administradora General de Fondos S.A.” and the commercial name was changed to “Itaú Asset Management.” |
| (3) | On April 21, 2016, the legal name of Corpbanca Asesorías Financieras S.A. was changed to Itaú Asesorías Financieras S.A. On May 2, 2019 “Itaú Asesorías Financieras S.A.” changed its legal name to “Itaú Asesorías Financieras Ltda.” |
| (4) | On October 25, 2017, the legal name of “Recaudaciones y Cobranzas S.A.” was changed to “Itaú Corpbanca Recaudaciones y Cobranzas S.A.” On November 5, 2018 “Itaú CorpBanca Recaudaciones y Cobranzas S.A.” changed its legal name to “Recaudaciones y Cobranzas Ltda.” |
| (5) | On January 27, 2020, Itaú Casa de Valores S.A. was sold. |
Itaú Corredores de Bolsa Ltda.
Our subsidiary Itaú Corredores de Bolsa Ltda., or ICB, is a member of the Santiago Stock Exchange and is registered with the CMF as a security broker. ICB’s primary activities are providing brokerage services in equities and fixed income. ICB offers our clients a unique investment platform, with a diversified offering of investment alternatives.
61
For the years ended December 31, 2019, 2020 and 2021, ICB’s net income was Ch$1,484 million, Ch$1,927 million and a net loss of Ch$7,037 million, respectively, and it had assets under custody of Ch$438 billion, Ch$187 billion and Ch$463 billion, as of December 31, 2019, 2020 and 2021, respectively. For the year ended December 31, 2021, ICB’s net income decrease was driven by the rise in the interest rate curve which generated negative effects on the results of the ICB’s fixed income portfolio.
In the context of the acquisition of MCC S.A. Corredores de Bolsa (“MCC Corredores”) and MCC Asesorías SpA (“MCC Asesorías”), pursuant to a stock purchase agreement dated June 4, 2021 and executed by and among Itaú Corpbanca, BICSA Holdings Ltd. and Itaú Consultoria de Valores Mobiliários e Participações S.A., (the “MCC SPA”), Itaú Corpbanca agreed (subject to the satisfaction of certain conditions) to purchase, directly and indirectly, 100% of the equity securities of MCC Corredores, which will be immediately merged into ICB. As of the date of this Annual Report, while the acquisitions and the subsequent mergers of the securities brokers were approved by the CMF on March 21, 2022 and April 11, 2022, respectively, the merger of the securities brokers remains contingent on the issuance of the regulatory approval from the Brazilian Central Bank (BACEN).
Itaú Administradora General de Fondos S.A.
Itaú Administradora General de Fondos S.A. ‒whose commercial name is “Itaú Asset Management”‒, or IAGF complements our banking services offered to our individual and corporate clients. IAGF’s currently provides asset management services to individual, corporate and institutional clients.
Itaú Asset Management believes that its role in the management of third-party resources is not limited only to management, but also to deliver investment tools that adjust to the needs and investor profile of each client, and offer a wide scope of diverse products. For this reason, its objectives are focused on improving processes and products, and on a digital proposal for our clients, in a changing and dynamic market scenario.
During 2021, we continued to develop simple, digital and performance-focused investment alternatives. To this end, we launched our “Open Investment Platform” for all our clients, allowing them to invest with no minimum amount or time requirements. It is 100% digital and offers the possibility of accessing a wide range of products from both Itaú and multiple top national and international managers from a single place. In addition, through our brokerage firm, we strengthened our value offering by implementing “Pershing”, a platform that allows us to invest in stocks, ETFs, funds and other instruments domiciled abroad.
In addition to expanding the options for our clients, the Open Investment Platform has allowed us to provide better investment advice, having the opportunity to build more diversified and robust recommended portfolios. During 2021, we launched our Itaú “Mi Cartera” mutual funds, composed of four investment alternatives, specially designed to respond to the different interests of each client, according to their investor profile. Each portfolio is built based on the recommendation of our experts, using products available on our Open Investment Platform. We almost quadrupled the number of unitholders and more than tripled the assets under management of the platform, reaching 12,887 clients and Ch$479,725 million at the close of 2021.
For the years ended December 31, 2019, 2020 and 2021, IAGF had net income of Ch$7,516 million, Ch$5,395 million and Ch$5,919 million, respectively. IAGF had total assets of Ch$16,008 million, Ch$12,540 million and Ch$13,642 million as of December 31, 2019, 2020 and 2021, respectively. As of December 31, 2021, IAGF managed 40 mutual funds, including equity funds, fixed income funds and ETFs and had total assets under management amounting to Ch$2,459 billion, a decrease of Ch$74 billion as compared to December 31, 2020.
During 2021, IAGF experienced an increase of 9.7% in net income, explained primarily by the growth of the “Mi Cartera” mutual funds and an improvement in the margins of our money market funds, as a consequence of the increase in the Monetary Policy Rate of the Central Bank of Chile.
62
Itaú Asesorías Financieras Ltda.
Itaú Asesorías Financieras Ltda., or IAF, provides a broad range of financial advisory services to a variety of corporations and government agencies. We offer our clients specialized and tailored solutions, among which are the structuring and implementation of corporate financing in the banking market, syndicated and bilateral loans, debt restructuring and project financing structuring under the Project Finance modality according to the Equator Principles.
Additionally, this subsidiary offers debt structuring services in the capital markets through the structuring, issuance and placement of bonds and commercial papers, as well as advice for mergers, acquisitions and capital increases, or advice and studies in general.
For the years ended December 31, 2019, 2020 and 2021, IAF had net income of Ch$6,683 million, Ch$805 million and Ch$2,919 million, respectively. IAF had total assets of Ch$9,051 million, Ch$10,530 million and Ch$13,867 million as of December 31, 2019, 2020 and 2021, respectively.
Itaú Corredores de Seguros S.A.
In accordance with our strategy of expanding the breadth of financial services that we offer, our subsidiary Itaú Corredores de Seguros S.A., operating under the commercial name “Itaú Corredores de Seguros” (“ICS”), offers a full line of insurance products. Many of these products complement our banking services by offering clients unemployment and life insurance related to personal loans, as well as insurances in connection with mortgage loans. Through ICS, we also provide non-credit-related insurance to existing clients and the general public.
For the years ended December 31, 2019, 2020 and 2021, ICS had net income of Ch$24,565 million, Ch$17,058 million and Ch$21,880 million, respectively. ICS had total assets of Ch$52,838 million, Ch$32,984 million and Ch$39,366 million, as of December 31, 2019, 2020 and 2021, respectively.
Recaudaciones y Cobranzas Ltda.
This subsidiary is a banking support company engaged in legal and out-of-court collections services for any type of loans, titles or notes on its own behalf or on behalf of third parties.
On February 25, 2015, former Corpbanca, directly and indirectly, acquired all of the issued and outstanding shares of Recaudaciones y Cobranzas S.A, or Instacob, a debt collection company providing court and out-of-court collections services for loans. As a result of this transaction, Instacob became a wholly-owned subsidiary of ours.
On November 5, 2018 Itaú Corpbanca Recaudaciones y Cobranzas S.A. changed its legal name to Recaudaciones y Cobranzas Ltda.
During 2021, the company focused on delinquency management, either enabling payment channels or restructuring offers that would provide solutions for customers’ needs. The company implemented models that allowed us to focus on early signals of delinquencies, in order to proactively address them. In general terms, this allowed us to improve performance in terms of the impact on the cost of credit and delinquency balances, as well as to improve the satisfaction and perception of our clients in terms of quality of service.
Itaú Securities Services Colombia S.A. Sociedad Fiduciaria
We acquired a 91.9% equity interest in Corpbanca Investment Trust Colombia S.A. Sociedad Fiduciaria, now Itaú Securities Services Colombia S.A. Sociedad Fiduciaria, or ISS Colombia, in 2012 as part of the acquisition of Banco Santander Colombia. ISS Colombia is a financial services company operating in Colombia that specializes in trust and custodial services.
63
We are in the process of liquidating ISS Colombia and expect such process to be completed during the second half of 2022. The liquidation is not expected to have a material effect on Itaú Corpbanca’s financial condition or results of operations.
Itaú Asset Management Colombia S.A. Sociedad Fiduciaria
Itaú Asset Management Colombia S.A. Sociedad Fiduciaria, is a Colombian corporation (sociedad anónima) engaged in trust portfolio management, including investment trust management, administration, security, real estate trusts and fund administration. It has its main domicile in the city of Bogota, D.C., Colombia and is regulated by the Colombian Financial Superintendency.
Itaú Comisionista de Bolsa S.A.
Itaú Comisionista de Bolsa S.A. is a licensed securities broker dealer operating in Colombia that is the result of the consolidation of two previously separate subsidiaries of Itaú Corpbanca Colombia, Corpbanca Investment Valores Colombia S.A. and Helm Comisionista de Bolsa S.A.
Itaú Comisionista de Bolsa S.A. offers and maintains a complete portfolio of products and services dedicated especially to the distribution of investments, and it complements its value proposition with financial advisory services.
Itaú Corredor de Seguros Colombia S.A.
Itaú Corredor de Seguros Colombia S.A. is a Colombian corporation (sociedad anónima), which acts as an insurance broker. It has its main domicile in the city of Bogota, D.C., Colombia, and the Colombian Financial Superintendency regulates it.
On November 5, 2019, Itaú Corpbanca signed a share purchase agreement, as amended on December 18, 2020, in which it committed to acquire 20% of the shares that Helm LLC holds in Itaú Corredor de Seguros Colombia S.A. After obtaining all the necessary approvals in Colombia, Chile and Brazil, on March 25, 2022, Itaú Corpbanca and its wholly-owned subsidiary Itaú Holding Colombia S.A.S. acquired 20% of the shares that Helm LLC holds in Itaú Corredor de Seguros Colombia S.A. – 15% and 5%, respectively – with a total price of US$3,188,323.
SEASONALITY
Our business is not materially affected by seasonality.
RAW MATERIALS
On a consolidated basis, Itaú Corpbanca is not dependent on sources or availability of raw materials.
DISTRIBUTION CHANNELS, ELECTRONIC BANKING AND TECHNOLOGY
As a universal bank, we provide a wide range of financial services and products to our clients, from commercial banking to asset management and investment banking. Based on our strategy, in 2021 we began to build a digital bank, while maintaining our physical presence. Our digital first model is customer-centric, offering channels with simple and convenient digital solutions so that our customers can have the bank and its services in the palm of their hands. Our digital channels are operated remotely, via the internet or mobile phones. We currently have six digital branches.
Our traditional channels are composed of brick & mortar branches, digital branches and ATMs. Our network of 292 branches (as of December 31, 2021) distributes all our products and services in Chile and Colombia, and our 523 ATMs (as of December 31, 2021) are a convenient and efficient way of serving clients, due to low operating costs, 24/7 availability and a very complete services offering.
64
Customers are increasingly connected and prioritize online services for their speed and convenience. People expect service in just a few steps, but with maximum security. At Itaú Corpbanca, we enable new ways of working, along with a technological infrastructure that allows us to operate with speed and flexibility. Our Information Technology (IT) architecture is constantly evolving to provide the support that both our customers and our operation require, seeking to be industry leaders in mobile app and website, and to have a pioneering presence in social networks.
To complement our digital offer in retail banking, we have also been working on expanding our digital payment solutions. Following the same rationale of providing innovative and digital option to our customers, we have implemented our digital wallet application and we are now working to deliver additional functionalities, such as QR and P2P payments as well as digital and virtual credit cards.
Our payments solutions should help us deliver a distinctive digital experience. When fully implemented, we aim to become the main payment partner of our clients, which in turn, should enhance our principality as a bank. Furthermore, this interaction with different payment options, specially the use of our app, should help us deliver a complete offer and increase cross selling within our product base.
Transforming ourselves not only implies an investment in technology that enables hybrid work, but also new ways of understanding and using available information so that our business intelligence can make data-driven decisions, and at the same time providing digital experiences in line with the expectations of our customers.
Cybersecurity risk culture is relevant, especially for customers since they are the most vulnerable link in the fraud chain. That is why we focus efforts on ongoing education regarding the required precautions, protecting their passwords and avoiding falling victim to phishing or pharming schemes.
We continue to operate in an increasingly hostile cyber threat environment, which requires ongoing investment in business and technical controls to defend against these threats. Although there can be no assurance that the measures implemented will be fully effective to prevent or mitigate future attacks or breaches, the consequences of which could be significant to the Bank, we continue to strengthen and invest in both business and technical controls in order to prevent, detect and respond to an increasingly hostile cyber threat environment. We continually evaluate the threat environment for the most prevalent attack types and their potential outcomes to determine the most effective controls to mitigate those threats.
Itaú Corpbanca
Our distribution network provides integrated financial services and products to our customers through diverse channels, including ATMs, traditional branches, mobile banking, internet banking and telephone banking. Our distribution network is based on a segmentation model with well-defined identity and value proposition, aimed at optimizing service level, satisfaction and profitability per client.
As of December 31, 2021, we operated 188 branch offices in Chile and New York, which includes one branch in New York, 128 branches operating as Itaú (22 exclusively for Itaú Personal Bank), 53 branches operating as Banco Condell, our consumer finance division, and six digital branches.
In each of 2019 and 2020, we launched two digital branches, one for Personal Bank and the other focused on Itaú Sucursales. In 2021, we launched two additional digital branches.
Our digital branches are mainly aimed at our clients with a digital profile, who value a fast, simple and tailor-made service. Currently, this model serves 42,000 clients from our Personal Bank and Itaú segments, has multiple service channels and operates during extended hours.
In addition, as of December 31, 2021, we owned and operated 402 ATMs in Chile, and our customers have access to 7,047 additional ATMs (including Banco del Estado de Chile and Banco Falabella’s ATMs) in Chile through our agreement with Redbanc. We utilize a number of different sales channels including account executives, telemarketing
65
and the internet to attract new clients. Our branch system serves as the main distribution network for our full range of products and services.
We also offer internet and mobile banking to our customers 24 hours a day through our password-protected internet site, www.itau.cl. Our internet site offers a broad range of services, including up-to-date information on balances in deposit, checking, loan, credit card and other accounts and transactional capabilities, such as transfers and payments.
We have an app that offers direct access to the functionalities most used by our users: it allows them to make transfers, check their balance, contract products, pay, block and unblock their credit card, among other actions. During 2021, we had 298,582 users and obtained the highest ranking among Chilean bank Apps in the Apple, Google and Huawei stores.
Through our Itaú Pass app, our customers can approve transactions in a simple and secure way through unique and unrepeatable codes called Itaú Pass. This allows our clients to carry out transactions through the app, either exclusively with their cell phones and/or by entering the corresponding code on a desktop. In addition, in November 2021, we upgraded our website and were awarded first place by Servitest for the best banking site for small and medium-sized companies.
We are a member of the Sociedad Interbancaria de Transferencias Electrónicas S.A., an organization that facilitates electronic banking transactions on behalf of our customers as well as other Chilean banks. We also provide our customers with access to a 24-hour phone-banking call center that grants them access to account information and allows them to effect certain payments by telephone.
Itaú Corpbanca Colombia
Itaú Corpbanca Colombia’s distribution channels provide also integrated financial services and products to its customers in Colombia through several mechanisms, including ATMs, branches, internet banking, mobile app, and telephone banking.
As of December 31, 2021, Itaú Corpbanca Colombia operated 104 branch offices in Colombia and Panama and 121 ATMs in Colombia, also providing its customers with access to 15,905 additional ATMs through Colombia’s other financial institutions. Itaú Corpbanca Colombia utilizes different sales channels including account executives, telemarketing and the internet to attract new clients. Itaú Corpbanca Colombia’s branch system serves as the main distribution network for its full range of products and services.
Itaú Corpbanca Colombia offers internet banking to its customers 24 hours a day through its password-protected internet site, www.itau.co. Itaú Corpbanca Colombia’s internet site offers a broad range of services, including up-to-date information on balances in deposit, checking, loan, credit card and other accounts and transactional capabilities such as transfers and payments. As of December 31, 2021, Itaú Corpbanca Colombia had 194 thousand customers with activated internet passwords who use the electronic banking service, allowing them to access Itaú Corpbanca Colombia’s internet banking services. In addition, we have more than 100 thousand users of our Itaú mobile app in Colombia.
Itaú Corpbanca Colombia is a member of ACH Colombia S.A. and Cenit S.A., organizations that facilitate electronic banking transactions on behalf of its customers as well as other Colombian banks. Itaú Corpbanca Colombia also provides its customers with access to a 24-hour phone-banking call center that grants them access to account information and allows them to effect certain payments by telephone.
PATENTS, LICENSES AND CONTRACTS
Itaú Corpbanca is not dependent on patents or licenses, nor is it substantially dependent on any industrial, commercial or financial contracts (including contracts with customers or suppliers).
66
COMPETITION
Competition in Chile
Description of the Chilean Financial System. The Chilean financial services market consists of a variety of largely distinct sectors. The most significant sector, commercial banking, includes 16 privately-owned banks and one state-owned bank, Banco del Estado de Chile (which operates within the same legal and regulatory framework as the private sector banks). The private sector banks include those that are Chilean-owned, i.e., controlled by a Chilean entity, as well as a number of foreign-owned banks which are operated in Chile but controlled by a foreign entity. Five private sector banks along with the state-owned bank together accounted for 86.7% of all outstanding loans by Chilean financial institutions as of December 31, 2021: Banco Santander-Chile (17.9%), Banco de Chile (16.7%), Banco de Crédito e Inversiones, or Bci (14.3%), Scotiabank Chile (14.1%), Itaú Corpbanca (9.8%), and Banco del Estado de Chile (13.8%). All market share statistics in this paragraph are presented as reported to the CMF calculated under local regulatory and accounting principles on an unconsolidated basis.
Financial System Evolution in Chile. The Chilean banking system has experienced a consolidation process in the past decades with mergers and acquisitions of banking entities in line with global trends.
Following rapid consolidation among Chilean banks commencing in the late 1990s through today, the market has become characterized by fewer larger players. Our principal competitors in Chile are Banco de Chile, Banco Santander-Chile, Bci and Scotiabank Chile. Acquisitions of non-banking credit card and consumer loans businesses between 2018 and 2019 such as Promotora CMR by Banco Falabella, Walmart Servicios Financieros by Bci and Santander Consumer by Banco Santander-Chile have increased competition in the credit card and consumer business. As compared to other Chilean banks, we believe our position in the Chilean banking industry enables us to compete with international banks seeking to provide loans to companies operating in Chile, especially since we have scale and resources to grow and compete more effectively. Additionally, we have a unique control and support from a leading institution such as Itaú Unibanco. Itaú Corpbanca will be able to expand its banking products’ offering through proven segmentation and digital models.
Commercial banks, such as us, face increasing competition from other financial intermediaries who can provide larger companies with access to the capital markets as an alternative to bank loans. To the extent permitted by the Chilean General Banking Act, we seek to maintain a competitive position in this respect through the investment banking activities of our subsidiary Itaú Asesorías Financieras.
Further, we face competition in our mortgage and consumer loans businesses from insurance companies, which have been permitted to grant mortgage loans. In addition to the other banks that operate in Chile, our main competitors in the credit card business are department stores and other non-banking businesses involved in the issuance of private-label credit cards. We intend to remain competitive in the mortgage loan services and credit card markets through product innovation.
We also experience competition from banks that provide international private banking services such as JPMorgan Chase and BNP Paribas, among others. We believe our main competitive advantage in our private banking has been our ability to provide our customers with tailored lending products and responses to their needs as soon as possible. Our lower income retail banking, Banco Condell, competes with consumer finance divisions of other banks such as Banco CrediChile and Bci Nova, among others, as well as certain consumer credit providers, including department stores. We believe that the main competitive advantage of our Banco Condell area is our ability to provide responses as soon as possible, know our customers’ needs and provide a fair price structure.
Competition in Colombia
Description of the Colombian Financial System. In recent years, the Colombian banking system has been undergoing a period of consolidation given a series of mergers and acquisitions that have taken place within the sector. Between 2010 and 2015, the number of commercial banks increased from 19 to 25. The Merger was consummated on April 1, 2016. Following a stable 2017, 2018 brought a change involving two players of the Colombian banking system,
67
with Citibank Colombia’s decision to sell its retail business, including individuals and small enterprises, to Scotiabank Colpatria. Such operation was approved by the Colombian Financial Superintendency on June 18, 2018. During 2019, Banco Serfinanza began operating as a new commercial bank in Colombia when the former financing company Serfinanza received authorization from the CFS to function as a bank. This approval was granted on February 4, 2019. During January 2020, Lulo Bank S.A., an entity owned by the local Gilinski family which is also behind Banco GNB Sudameris, was authorized by means of Resolution 0085 of 2020 by the Colombian Financial Superintendency to establish itself as a commercial bank in Colombia. This entity intends to be the first fully digital bank in Colombia and will be required to receive an operating license once the Colombian Financial Superintendency has verified its compliance with all the requirements to operate as a commercial bank. Additionally, in December 2020, J.P. Morgan, previously a finance corporation, received authorization from the Colombian Financial Superintendency by means of Resolution No. 1091 of 2020 to begin operating a new commercial bank in Colombia.
In terms of presence, Colombian banks have been expanding abroad over the last decade, mostly in Central America. One example is the acquisition of BAC-Credomatic (which has operations in several countries in Central America) by Banco de Bogotá, with Davivienda and Bancolombia also having made similar investments aiming to grow their businesses.
As of December 2021, and according to the Colombian Financial Superintendency, the main actors in the local financial system were the Central Bank of Colombia, 28 commercial banks (18 domestic private banks, one state-owned bank and nine foreign banks), five finance corporations and eleven financing companies. In addition, trust companies, cooperatives, insurance companies, insurance brokerage firms, bonded warehouses, special state-owned institutions, and pension and severance pay funds also participate in the Colombian financial system.
Regulatory matters. On August 6, 2018, the Colombian Ministry of Finance and Public Credit issued Decree 1477 and on August 6, 2019 issued Decree 1421, regulating the standards of capital for credit institutions under Basel III, with initial implementation date on February 2020. Its content covers the following areas: (a) alignment in the definitions of capital ratio; (b) an update in the measurements of the Risk-Weighted Assets (RWA); (c) implementation of buffers; and (d) leverage ratio. Additionally, on August 6, 2019, the Ministry of Finance issued Decree 1421, including capital charges for Operational Risk and postponing to January 2021 the beginning of the transition of capital requirements presented by Decree 1477. On September 6, 2019, the CFS published the instructions and methodology for the calculations of the capital ratio. The transition towards the new regulation began in January 2021 and will be completed by January 2024, period in which banks will have to meet the new limits and buffers for the capital ratios. As of March 2022, several financial entities such as Bancolombia S.A. are already implementing financial instruments to adapt to Basel III requirements. See “Item 4. Information on the Company—B. Business Overview—Colombian Banking Regulation and Supervision—Regulatory Developments in Colombia.”
Loans
As of December 31, 2020 and 2021, our gross consolidated loan portfolio was Ch$22,635,560 million and Ch$24,790,535 million, respectively, as reported to the CMF calculated under local regulatory and accounting principles. This placed us as the fifth largest financial institution among private Chilean banks and sixth place among all banks operating in Chile. Our gross consolidated loan portfolio represented 9.8% of the market for loans in the Chilean financial system (comprising all commercial banks) as of December 31, 2021. In 2021, our loan portfolio –as reported to the CMF– increased 9.5% driven by both the Chilean and Colombian portfolios. Mortgage and commercial loans in Chile, as well as the retail business in Colombia, particularly the expansion of consumer loans, led to the overall portfolio increase.
68
The following table sets forth the aggregate outstanding loans for us and the five other private sector banks with the largest market shares in Chile as of December 31, 2019, 2020 and 2021, based on information as reported to the CMF calculated under local regulatory and accounting principles:
Bank Loans(1) | ||||||
As of December 31, | ||||||
|
| 2019 |
| 2020 |
| 2021 |
| (in millions of Ch$) | |||||
Banco Santander-Chile |
| 32,716,883 |
| 34,390,240 |
| 36,634,340 |
Banco de Chile |
| 30,019,470 |
| 30,936,968 |
| 34,256,184 |
Banco de Crédito e Inversiones (Bci) |
| 33,880,778 |
| 35,508,713 |
| 40,982,542 |
Itaú Corpbanca(2) |
| 23,199,360 |
| 22,635,560 |
| 24,790,535 |
Scotiabank Chile |
| 25,347,159 |
| 25,376,523 |
| 28,957,856 |
Others |
| 49,736,187 |
| 50,432,778 |
| 55,488,537 |
Total |
| 194,899,837 |
| 199,280,782 |
| 221,109,994 |
Source: CMF monthly consolidated financial information
| (1) | Excludes interbank loans. |
| (2) | The amounts under IFRS for 2019, 2020 and 2021 are Ch$23,134,814 million, Ch$22,619,167 million, and Ch$24,343,360 million respectively. |
Deposits
We had consolidated deposits of Ch$17,673,538 million as of December 31, 2021, as reported under local regulatory and accounting principles, which consisted of our checking accounts, bankers’ drafts, savings accounts, time deposits and other commitments. Our market share of 9.8% for deposits and other obligations as of such date ranks us in fifth place among private sector banks in Chile.
The following table sets forth the aggregate deposits for us and the five other private sector banks with the largest market share as of December 31, 2019, 2020 and 2021, based on information as reported to the CMF calculated under local regulatory and accounting principles:
Bank Deposits and Other Obligations(1) | ||||||
|
| As of December 31, | ||||
| 2019 |
| 2020 |
| 2021 | |
| (in millions of Ch$) | |||||
Banco Santander-Chile |
| 23,490,249 |
| 25,142,684 |
| 28,031,993 |
Banco de Chile |
| 22,182,751 |
| 24,066,770 |
| 27,682,797 |
Banco de Crédito e Inversiones (Bci) |
| 27,553,455 |
| 30,566,185 |
| 38,518,590 |
Itaú Corpbanca |
| 16,493,635 |
| 17,630,470 |
| 17,673,538 |
Scotiabank Chile |
| 15,989,560 |
| 15,645,249 |
| 16,684,772 |
Others |
| 46,511,133 |
| 50,867,265 |
| 52,154,915 |
Total |
| 152,220,783 |
| 163,918,623 |
| 180,746,605 |
Source: CMF monthly consolidated financial information
| (1) | Our aggregate deposits as calculated under IFRS for the years ended December 31, 2019, 2020 and 2021 were Ch$16,493,635 million, Ch$17,630,470 million and Ch$17,673,538 million, respectively. |
Shareholders’ Equity
We were the fourth largest among private sector banks in Chile with Ch$3,277,800 million in shareholders’ equity (excluding net income and provision for mandatory dividends) as of December 31, 2021, as reported to the CMF calculated under local regulatory and accounting principles.
69
The following table sets forth the level of shareholders’ equity for us and the five largest private sector banks in Chile (measured by shareholders’ equity) as of December 31, 2019, 2020 and 2021, based on information as reported to the CMF calculated under local regulatory and accounting principles:
Shareholders’ Equity(1)(2) | ||||||
|
| As of December 31, | ||||
| 2019 |
| 2020 |
| 2021 | |
| (in millions of Ch$) | |||||
Banco Santander-Chile |
| 3,390,823 |
| 3,567,916 |
| 3,400,220 |
Banco de Chile |
| 3,528,222 |
| 3,726,267 |
| 4,223,013 |
Banco de Crédito e Inversiones (Bci) |
| 3,791,478 |
| 3,893,620 |
| 4,500,076 |
Itaú Corpbanca(3) |
| 3,346,102 |
| 2,315,411 |
| 3,277,800 |
Scotiabank Chile |
| 2,038,149 |
| 2,398,357 |
| 2,673,703 |
Others |
| 2,203,398 |
| 5,807,823 |
| 6,197,271 |
Total |
| 18,298,172 |
| 21,709,394 |
| 24,272,083 |
Source: CMF monthly consolidated financial information
| (1) | Shareholders equity = Equity attributable to shareholders excluding net income and provision for mandatory dividend. |
| (2) | For comparison purposes with other banks, the information is presented under standards issued by the CMF. |
| (3) | The amounts under IFRS, excluding net income (loss) and provision for mandatory dividends, for the years ended December 31, 2019, 2020 and 2021 were Ch$3,156,329 million, Ch$3,123,032 million, and Ch$3,087,582 million, respectively. |
CHILEAN BANKING REGULATION AND SUPERVISION
General
In Chile, only banks may maintain checking accounts for their customers and accept time deposits. The principal financial institutions regulators in Chile are the CMF and the Central Bank of Chile. Chilean banks are primarily subject to the Chilean General Banking Act and secondarily, to the extent not inconsistent with such statute, the provisions of the Ley 18.046 sobre Sociedades Anónimas or the Chilean Corporations Act governing public corporations, except for certain provisions which are expressly excluded.
The modern Chilean banking system dates from 1925 and has been characterized by periods of substantial regulation and state intervention, as well as periods of deregulation. The most recent period of deregulation commenced in 1975 and culminated in the adoption of a series of amendments to the Chilean General Banking Act. The Chilean General Banking Act sets forth the regulatory framework to which banks are subject outlining the activities that a bank may and may not carry out in Chile and their attributions -in addition to traditional banking activities- including general underwriting powers for new issuances of certain debt and equity securities and the power to create subsidiaries to engage in activities related to banking, such as brokerage, investment advisory, mutual fund services, administration of investment funds, factoring, securitization products and financial leasing services.
Following the Chilean banking crisis of 1982 and 1983, the CMF assumed control of 21 financial institutions representing approximately 51% of the total loans in the banking system. As part of the solution to this crisis, the Central Bank of Chile acquired from financial institutions a certain portion of their distressed loan portfolios, at the book value of such loan portfolios. Each institution then repurchased such loans at their economic value (which, in most cases, was much lower than the book value at which the Central Bank of Chile had acquired the loans) and the difference was to be repaid to the Central Bank of Chile out of future income. Pursuant to Law No. 18,818, which was passed in 1989, this difference was converted into a subordinated obligation with no fixed term, known as deuda subordinada or subordinated debt, which in the event of liquidation of the institution, would be paid after the institution’s other debts had been paid in full.
70
Central Bank of Chile
The Central Bank of Chile is an autonomous legal entity created by the Chilean Constitution. It is subject to the Chilean Constitution and its own ley orgánica constitucional, or Constitutional Act. To the extent not inconsistent with the Chilean Constitution or the Central Bank of Chile’s Constitutional Act, the Central Bank of Chile is also subject to private sector laws (but in no event it is subject to the laws applicable to the public sector). It is directed and administered by a council composed of five members designated by the President of Chile, subject to the approval of the Senate.
The legal purpose of the Central Bank of Chile is to maintain the stability of the Chilean peso and the orderly functioning of Chile’s internal and external payment system. The Central Bank of Chile’s powers include setting reserve requirements, regulating the amount of money and credit in circulation, establishing regulations and guidelines regarding finance companies, foreign exchange (including the Formal Exchange Market) and banks’ deposit-taking activities.
CMF
On June 1, 2019, the SBIF, as former banking regulator, was replaced by the Commission for the Financial Market (Comisión para el Mercado Financiero or CMF). The CMF is an independent Chilean governmental agency responsible for overseeing the correct functioning, development and stability of the financial market, facilitating the participation of market agents and promoting the protection of the public interest. It is in charge of regulating and supervising banks and the entities part of the securities and insurance market. With respect to banks, the main responsibilities of the CMF are to authorize the incorporation of new banks and to interpret and enforce, with broad powers, legal and regulatory requirements applicable to Chilean banks and other entities. Furthermore, in case of non-compliance with such legal and regulatory requirements, the CMF may impose sanctions, including fines payable by the directors, managers and employees of a bank as well as the bank itself. In extreme cases it can appoint, by special resolution with the prior approval of the board of directors of the Central Bank of Chile, a provisional administrator to manage a bank. It must also approve any amendment to a bank’s by-laws (including, increase in its capital).
The CMF examines all banks from time to time, generally at least once a year. Banks are also required to submit monthly unaudited consolidated and unconsolidated financial statements to the CMF and publish their quarterly and annual financial statements in a newspaper with countrywide coverage. In addition, banks are required to provide extensive information regarding their operations at various periodic intervals to the CMF. Financial statements as of December 31 of any given year must be audited. A bank’s annual financial statements and the opinion of its independent auditors must also be submitted to the CMF for review.
The CMF must approve in advance any direct or indirect acquisition of more than 10% of the share capital of a bank. The absence of such approval will cause the acquirer to lose the voting rights of such shares. The CMF may only refuse to grant its approval based on specific grounds set forth in the Chilean General Banking Act and its regulations.
Limitations on Types of Activities
Chilean banks can only conduct those activities allowed by the Chilean General Banking Act: making loans, accepting deposits, issuing bonds, engaging in certain international operations, performing specially entrusted activities (Comisiones de Confianza) and, subject to limitations, making investments and performing financial services related to banking. Investments are restricted to real estate and physical asset for the bank’s own use, gold, foreign exchange and debt securities. In addition, local banks are allowed to engage in certain derivatives such as options, swaps and forward contracts over certain underlying assets. Through subsidiaries, banks may also engage in other specific financial service activities such as securities brokerage services, mutual fund management, investment fund management, factoring, securitization, financial advisory and leasing activities. Subject to specific limitations and the prior approval of the CMF and the Central Bank of Chile, Chilean banks may own majority or minority interests in foreign banks.
71
Deposit Insurance
In Chile, the government guarantees up to 100% of the aggregate amount of certain time deposits held by individuals in the Chilean banking system. The government guarantee covers those obligations with a maximum value, in each calendar year, of UF200 per person (Ch$6.2 million or US$7,343.3 as of December 31, 2021) in a single bank and UF400 per person (Ch$12.4 million or US$14,686.6 as of December 31, 2021) in the whole Chilean banking system.
Reserve Requirements
Deposits are subject to a reserve requirement (Encaje) of 9% for all demand deposits and obligations that are payable on demand, and 3.6% for time deposits and deposits in savings accounts in any currency of any term, judicially ordained deposits, and any other deposit (Captación) for a term of up to one year. For purposes of calculating this reserve requirement, banks are authorized to make certain daily deductions from their liabilities in Chilean pesos, the most relevant of which include:
| ● | cash clearance account, which should be deducted from demand deposits for calculating reserve requirements; |
| ● | certain payment orders issued by pension providers; and |
| ● | the amount subject to “technical reserve” (as described below), which can be deducted from reserve requirements. |
In the case of liabilities in foreign currency, banks are authorized to deduct for this purpose the amounts mentioned in the first and third bullet above.
The Central Bank of Chile has statutory authority to require banks to maintain reserves of up to an average of 40% for demand deposits and up to 20% for time deposits (irrespective, in each case, of the currency in which they are denominated) to implement monetary policy. In addition, according to the Chilean General Banking Act and the regulations issued by the CMF and the Central Bank of Chile, Chilean banks must maintain a technical reserve (Reserva Técnica) of 100% of all deposits and obligations a bank has acquired in its financial business that are payable on demand, except for obligations with other banks, whenever such deposits and obligations exceed 2.5 times their basic capital net equity (Patrimonio Efectivo). This technical reserve must be calculated daily, and must be kept in deposits in the Central Bank of Chile or documents issued by the Central Bank of Chile or the Chilean Treasury of any term. If the technical reserve is breached, the bank is sanctioned with a fine calculated by applying the maximum conventional interest rate (Interés Máximo Convencional) for non-adjustable transactions (Operaciones no Reajustables) to the daily deficit; provided, however, that the CMF may decide not to apply this fine if the deficit lasts up to three business days and the bank has not incurred in further deficits during the same calendar month.
On March 3, 2022, the Central Bank of Chile amended Chapter III.B.2.1 of the Compendio de Normas Financieras, or the Central Bank Financial Regulations containing the rules for local banks with respect to management and measurement of banks’ liquidity positions, compelling banks to share financial information with the regulator and the general public regarding liquid assets, liabilities, concentration of financial instruments by type of liability and counterparty and weighted maturity by type of liability, among other metrics. The most significant liquidity ratios to be adopted by Chilean banks are:
| ● | Liability concentration per institutional and wholesale counterparty. Banks will have to calculate the percentage of their liabilities coming from institutional and wholesale counterparties, including ratios regarding renovation, renewals, restructurings, maturity and product concentration of these counterparties. |
| ● | Liquidity Coverage Ratio (LCR), which measures the percentage of liquid assets over net cash outflows. The new guidelines also define liquid assets and the formulas for calculating net cash outflows. |
72
| ● | Net Stable Funding Ratio (NSFR) which measures a bank’s available stable funding relative to its required stable funding. Both concepts are also defined in the new regulations. |
In addition, the new rules require the incorporation of the internal liquidity adequacy assessment process (ILLAP) by April 2023. Pursuant to the new rules, the LCR is required at a minimum level of 80% for 2021, 90% as of January 1, 2022 and 100% as of June 1, 2022. The NSFR is required for informational purposes and at a minimum level of 60% as of June 1, 2022 that will increase 10% per year until it reaches 100% as of January 1, 2026.
Minimum Capital
Under the Chilean General Banking Act, a bank must have a minimum paid-in capital and reserves of UF800,000 (Ch$24,793.4 million or US$29.4 million as of December 31, 2021).
Capital Adequacy Requirements
According to the Chilean General Banking Act (as amended from time to time, including without limitation, by Law No. 21,130) and the Regulations of the CMF, as a general rule, the basic capital or common equity tier 1 (CET1) of a bank (as defined below) cannot be less than (y) 4.5% of its risk weighted assets and (z) 3% of its total assets, in both cases, net of allowances, and its regulatory capital or effective net equity (as defined below) cannot be less than 8% of its risk-weighted assets net of required loan loss allowances, as calculated in accordance with Chilean Bank GAAP. See “Item 3. Key Information—Presentation of Financial and Other Information—Specific Loan Information” in this Annual Report for additional information regarding events in which a higher effective net equity and/or a higher basic capital may be required and detail on certain regulations that were issued by the CMF in 2020, which may impose additional capital and reserve requirements.
Basic capital or common equity tier 1 (CET1) is defined as a bank’s paid-in capital and reserves. Regulatory capital or effective net equity is defined as the aggregate of: (a) tier 1 (T1) capital, plus (b) tier 2 (T2) capital. In turn, (y) tier 1 (T1) capital is the sum of (1) the bank’s basic capital or common equity tier 1 (CET1) (i.e., paid-in capital and reserves) and (2) the additional tier 1 (AT1) capital (i.e., bonds issued without a maturity date and preferred stocks valued at their issue price, for an amount up to one third of the banks’ basic capital), and (z) tier 2 (T2) capital corresponds to (1) subordinated bonds issued by the bank valued at their issue price and for an amount of up to 50% of its basic capital (provided that the value of the bonds shall decrease by 20% for each year that elapses during the period commencing six years prior to their maturity) and (2) the bank’s voluntary allowances for loan losses up to (A) 1.25% of its credit risk weighted assets, if standard methodologies are applied, or (B) 0.625% in the event non-standard methodologies are applied.
As provided in Article 68 of the Chilean General Banking Act, if a bank fails at any time to meet the legal requirements relating to the maintenance of regulatory capital (which is comprised of effective net worth and basic capital, as both concepts are defined in Article 66 of the Chilean General Banking Act and Chapter 21-1 of the Regulations of the CMF), the bank would have to comply with such legal requirements within a period of 60 days. Further, if the bank fails to comply with such legal requirements, it would be subject to the sanctions set forth in Title III of Law No. 21,000 which created the CMF (i.e., the CMF may impose one or more of the following sanctions: (i) censure; (ii) fines up to the following amounts: (x) UF15,000 (approximately US$550,800 as of December 31, 2021), but in the event the entity is sanctioned for breaches of similar nature before, the amount of the fine could be up to five times the aforementioned amount, (y) 30% of the irregular operation or (z) double of the benefits realized as a result of the irregular operation; and/or (iii) the revocation of its authorization of existence).
As of December 31, 2021, we fully complied with all of the above capital adequacy requirements. Our regulatory capital to risk weighted assets ratio, CET1 to risk weighted assets ratio and CET1 to total assets ratio (also known as leverage ratio), under Basel III standards, were 16.2%, 11.5%, and 7.7%, respectively, as of December 31, 2021.
73
Lending Limits
Under the Chilean General Banking Act, Chilean banks are subject to certain lending limits, including the following:
| ● | a bank cannot extend to any entity or individual, directly or indirectly, unsecured credit in an amount that exceeds 10% of the bank’s effective net equity, or in an amount up to 30% of its effective net equity if the excess over 10% is secured by certain assets with a value equal to or higher than such excess. In the case of foreign currency export trade financing, the ceiling for secured credits is also established at 30%. In the case of financing infrastructure projects built through the concession mechanism, the 10% ceiling for unsecured credits is 15% if secured by a pledge over the concession, or if granted by two or more banks or finance companies which have executed a credit agreement with the builder or holder of the concession, while the ceiling for secured credits remains at 30%; |
| ● | a bank cannot extend loans to another bank subject to the Chilean General Banking Act in an aggregate amount exceeding 30% of the effective net equity of the lender bank; |
| ● | the total amount of loans granted by a bank to a group of persons or entities belonging to the same business group (grupo empresarial) as this term is defined in Title XV of the Chilean Securities Market Act, cannot exceed 30% of the actual equity of the lending bank. For these purposes, the loans mentioned in the preceding bullet shall not be considered; |
| ● | a bank cannot directly or indirectly grant a loan whose purpose is to allow an individual or entity to acquire shares of the lender bank; |
| ● | a bank cannot lend, directly or indirectly, to a director or any other person who has the power to act on behalf of such bank; and |
| ● | a bank cannot grant loans to related parties (which relation can arise from management or for ownership reasons, including holders of more than 1% of its shares, except in the case of companies which are actively traded on the Santiago Stock Exchange, like Itaú Corpbanca, in which case the limit is 5%) on more favorable terms than those generally offered to non-related parties. In addition, the aggregate amount of loans to a single group of related parties cannot exceed 5% of the bank’s effective net equity or 25% if the excess thereof is secured by certain assets with a value equal to or greater than such excess, or by certain other collateral specified in the Chilean General Banking Act. The definitions of “related” and “group” for these purposes are determined by the CMF. The aggregate amount of all credits granted to related parties of the bank cannot exceed its effective net equity. |
To determine the lending limits with respect to a particular person, the obligations undertaken by partnerships in which the relevant person is an unlimited partner or by companies of any nature in which such person has more than 50% of their capital or more than 50% of their profits, will be accounted as obligations of such person. Likewise, if the participation of the relevant person in a company is higher than 2% but not higher than 50% of its capital or profits, then the obligations of such company will be accounted for as obligations of such person in proportion to its actual participation. Finally, when there is a plurality of debtors of the same obligation, then the obligation will be deemed joint and several with respect to each and all of the debtors, unless expressly undertaken in other terms.
Any breach of the lending limits set forth in clauses a), b) and c) above, will be subject to a fine equivalent to 10% of the excess amount. In case of breach of the rules set forth in clause f) above, it will be subject to a fine equivalent to 20% of the loan granted.
74
Main Differences Between the Accounting Policies under IFRS and Chilean Banking GAAP
The financial information included herein is prepared and presented in accordance with IFRS. Certain differences exist between Chilean Banking GAAP and IFRS which might be material to the financial information contained herein. The matters described below summarize certain differences between Chilean Banking GAAP and IFRS that may be material. We are responsible for preparing the summary below. We have not prepared a comprehensive reconciliation of our consolidated financial statements and related footnote disclosures between Chilean Banking GAAP and IFRS and have not quantified such differences. Accordingly, no assurance is provided that the following summary of differences between Chilean Banking GAAP and IFRS is complete.
Suspension of interest income and inflation-indexation adjustments recognition. Financial institutions must suspend recognition of income on an accrual basis in their statements of income for certain loans included in the impaired portfolio. IFRS 9 did not allow the suspension of accrual of interest on financial assets for which an impairment loss has been determined. Under IFRS 9, interest income is calculated by applying the effective interest rate to the gross carrying amount of financial assets, except for financial assets that have subsequently become credit-impaired (or “Stage 3”), for which interest revenue is calculated by applying the effective interest rate to their amortized cost (i.e., net of the ECL provision). Off-balance interests are recorded as interest income only if the Bank receives the related payments.
Allowances for Loan losses. The main difference between Chilean Banking GAAP and IFRS 9 regarding loan loss allowances is that loan loss allowances under Chilean Banking GAAP are calculated using expected loss models based on specific guidelines set by the CMF, which in turn are based on a 12-month period expected losses approach while IFRS 9, if a financial assets has experienced a significant increase in credit risk or is impaired, requires a lifetime expected losses approach. According to both Chilean Banking GAAP and IFRS, loan loss allowances are calculated using expected loss models. The models adopted with IFRS 9 used an expected loss approach, however these are not in accordance with specific guidelines under Chilean Banking GAAP given by the CMF. The CMF has not yet adopted IFRS 9 and therefore we have adjusted the consolidated financial statements to fully comply with IFRS standards. The most significant impact of IFRS 9 on our financial statements arises from the impairment requirements. Impairment losses will increase and become more volatile for financial instruments in the scope of IFRS 9 impairment model.
Loans and accounts receivable charge-offs. Under Chilean Banking GAAP, charge-offs of loans and accounts receivable are based on due, past due and current installments, and the term begins at the moment of default, i.e., when the default time of an installment or a portion of a loan reaches the charge-off term established by the CMF in the Compendium of Accounting Standards. The term corresponds to the time elapsed since the date on which payment of all or part of the obligation in default became due. IFRS does not require any such deadline for charge-offs. A charge-off due to impairment would be recorded, if and only if, all efforts at collection of the loan or account receivable had been exhausted. Accordingly, this difference does not materially impact our consolidated financial statements.
Investments in other companies. Under Chilean Banking GAAP, investments in other companies in which the Bank does not exercise significant influence were reclassified and presented as FVTOCI financial investment in accordance with IAS 39 and in some circumstances are accounted for at cost. Under IFRS 9 these investments are reclassified according to the Bank’s intention either as financial instruments at fair value through profit or loss (FVTPL) or fair value through other comprehensive income (FVTOCI).
Assets received in lieu of payment - Other non-current assets held for sale. Under Chilean Banking GAAP it is required that the initial value of assets received in lieu of payment be the value agreed upon with a debtor as a result of the loan settlement or the value awarded in an auction, as applicable. These assets are required to be written off one year after their acquisition, if the assets have not been previously disposed of. IFRS requires that assets received in lieu of payment be initially accounted for at fair value. Subsequently, asset valuation depends on the classification provided by the entity for that type of asset. No deadline is established for charging-off an asset. Assets in lieu of payment were reclassified and recognized in accordance with IFRS 5.
Country risk and contingent loans provisions. Under Chilean Banking GAAP, the Bank establishes provisions for country risk and provisions related to the undrawn available credit lines and contingent loans in accordance with local
75
regulations. In accordance with IFRS 9, expected credit losses for contingent loans are recorded in our consolidated financial statements.
Improvements in leased properties. As instructed by the CMF, improvements in leased properties should be disclosed together with right-of-use assets under the same line item in the Consolidated Statement of Financial Position. While there is no difference with IFRS in terms of measurement, there is a significant difference in terms of disclosures. These assets have been properly reclassified in the consolidated financial statements.
Deferred taxes. The Bank records, when appropriate, deferred tax assets and liabilities for the estimated future tax effects attributable to the differences between the carrying amount of assets and liabilities and their tax bases. Due to the adjustments made to the consolidated financial statements, we adjust deferred taxes accordingly.
Capital Markets
Under the Chilean General Banking Act, banks in Chile may purchase, sell, place, underwrite and act as paying agents with respect to certain debt securities. In addition, banks in Chile may place and underwrite certain equity securities. Bank subsidiaries may also engage in debt placement and dealing, equity issuance advisory services and securities brokerage, as well as in financial leasing, mutual fund and investment fund administration, investment advisory services and merger and acquisition services. These subsidiaries are regulated by the CMF.
Subsidiaries and Affiliated Companies
Chilean banks are authorized to create subsidiaries to engage in (1) brokerage of securities, (2) management of mutual funds, investment funds, offshore funds, housing funds or all the foregoing, (3) insurance brokerage, (4) leasing operations, (5) factoring operations, (6) securitization, (7) financial advisory, (8) custody and transportation of funds, (9) provision of other financial services as authorized by the CMF, (10) real estate leasing, and (11) social security advice. These subsidiaries are regulated by the CMF except with respect to social security, in which case the entities are regulated by the Superintendency of Pensions (Superintendencia de Pensiones) or SAFP. Currently, banks are not authorized to create or engage in the business of insurance companies (other than as insurance brokers) and pension funds or health insurance administrators.
Banks may also, with the prior authorization of the CMF, create and participate in companies exclusively destined to the carrying out of activities in support of the main banking operations, such as payment card operators.
Legal Provisions Regarding Banking Institutions with Financial Instability or Poor Management
Liquidation of Chilean banks may not be ordered in bankruptcy procedures, except when undergoing voluntary liquidation. The Chilean General Banking Act sets forth that if a bank is under certain specific adverse circumstances that are indicative of financial instability or poor management, the bank must (i) immediately inform the CMF of the occurrence of any such circumstance, and (ii) submit to the CMF within five days (extendable up to 10 days), a remediation plan approved by its board of directors. The remediation plan must include concrete measures towards the remediation of the situation affecting the bank and secure its normal operation. The CMF is also authorized to request such remediation plan in the event it becomes aware that a bank has been affected by any such circumstances without having received timely notice thereof from the affected bank. The CMF shall communicate, on a confidential basis, to the Financial Stability Council the bank’s submission of a remediation plan, as well as its approval, rejection and/or comments made by the CMF. The remediation plan submitted by the bank must be approved by the CMF and shall set forth a maximum six-month term from the date of its approval by the CMF for its satisfaction, unless otherwise expressly authorized by the CMF.
Additionally, the bank must provide the CMF with periodic reports as to the implementation of the remediation plan. If the remediation plan includes, as one of its remediation measures, a capital increase, with the prior approval of the CMF, the board of directors of the bank must summon a shareholders meeting to approve such increase. If the shareholders reject the capital increase, or if approved, it is not paid within the approved term, or if the CMF rejects for a second time the conditions to summon the shareholders meeting, the CMF may prohibit the bank for a maximum term of
76
six months, renewable once for the same period, among others, from granting new loans, extending any loans beyond 180 days and releasing or limiting the collateral on existing loans. The Chilean General Banking Act provides that the remediation plan can include a three-year term loan from another bank which will be subordinated to other liabilities of the bank. The terms and conditions of such a loan must be approved by the directors of both banks, as well as by the CMF, but need not be submitted to the borrowing bank’s shareholders for their approval. In any event, a creditor bank cannot grant interbank loans to an insolvent bank in an amount exceeding 25% of the creditor bank’s effective net equity.
If a bank does not submit a remediation plan, or if the remediation plan is rejected by the CMF, or if the bank breaches any of the measures set forth therein, or has incurred in repeated breaches or fines, or is reluctant to comply with the CMF’s orders or has incurred in any material fact that threatens its financial stability, or if the CMF does not approve the remediation plan, or if such plan is not timely submitted by the bank or the terms of such plan are breached by the bank, or if the capital increase included in the remediation plan is approved by the shareholders of the bank but not paid within the approved term, or if the CMF rejects for the second time the conditions to summon the shareholders meeting that shall approve the capital increase, the CMF is authorized to appoint a delegated inspector and/or, with the prior consent of the Council of the Central Bank of Chile, to appoint a provisional administrator who will be in charge of the bank’s administration. The appointment of a delegated inspector or provisional administrator shall be for a period no longer than one year, renewable for one additional year in case of the delegated inspector, and indefinitely in the case of the provisional administrator.
Dissolution and Liquidation of Banks
The CMF may provide that a bank must be liquidated if the safety of its depositors or other creditors so demands it, or when such bank does not have the necessary solvency to continue its operations. In such case, the CMF must revoke such bank’s authorization of existence and mandate its liquidation, subject to approval by the Central Bank of Chile. The CMF’s resolution must state the reason for ordering the liquidation and must appoint a liquidator, who shall be a person that meets the suitability and technical capacity requirements to be determined by the CMF pursuant to a regulation to be issued by the CMF. Upon a liquidation order, all checking accounts deposits and obligations payable on demand from the ordinary course of business are required to be paid by using the bank’s existing funds, its deposits with the Central Bank of Chile or its investments in instruments that represent its reserves.
If these funds are insufficient to pay these obligations, the liquidator may seize the rest of the bank’s assets, as needed. If necessary and in specified circumstances, the Central Bank of Chile will lend the bank the funds necessary to pay these obligations. Any such on demand obligations are preferential to any claims of other creditors of the liquidated bank.
Investments in Foreign Securities
Under current Chilean banking regulations, banks in Chile may grant loans to foreign individuals and entities and invest in certain foreign currency securities. Chilean banks may only invest in equity securities of foreign banks and certain other foreign companies, which may be affiliates of the bank or which would support the bank’s business if such companies were incorporated in Chile. Banks in Chile may also invest in debt securities traded in formal secondary markets. Within certain limits, banks in Chile may invest in such debt securities, in the event such debt securities qualify as securities issued or guaranteed by (1) foreign sovereign states or their central banks or (2) other foreign or international financial institutions of which Chile is a member or bonds issued by foreign corporations. Such foreign currency securities must have a minimum rating as follows:
Rating Agency |
| Short Term |
| Long Term |
Moody’s |
| P-2 |
| Baa3 |
Standard and Poor’s |
| A-2 |
| BBB- |
Fitch Rating Service |
| F2 |
| BBB- |
Dominion Bond Rating Service (DBRS) |
| R-2 |
| BBB (low) |
77
A Chilean bank may invest in securities having a minimum rating as follows, provided that in case the total amount of these investments, together with the loans granted to certain classes of foreign debtors, exceeds 20% (or 30% for banks with a BIS ratio equal or exceeding 10%) of the effective net equity of the bank, a provision of 100% of the excess shall be established by the bank:
Rating Agency |
| Short Term |
| Long Term |
Moody’s |
| P-2 |
| Ba3 |
Standard and Poor’s |
| A-2 |
| BB- |
Fitch Rating Service |
| F2 |
| BB- |
Rating Agency |
| Short Term |
| Long Term |
Dominion Bond Rating Service |
| R-2 |
| BB (low) |
If investments in these securities and certain loans referred to below exceed 70% of the effective net equity of the bank, a provision for 100% of the excess shall be established, unless the excess, up to 70% of the bank’s effective net equity, is invested in securities having a minimum rating as follows:
Rating Agency |
| Short Term |
| Long Term |
Moody’s |
| P-1 |
| Aa3 |
Standard and Poor’s |
| A-1+ |
| AA- |
Fitch Rating Service |
| F1+ |
| AA- |
Dominion Bond Rating Service |
| R-1 (high) |
| AA (low) |
Additionally, a Chilean bank may invest in foreign securities, with ratings equal to or exceeding those set forth in the table above, in: (1) overnight and term deposits with foreign banks, subject to a limit of up to 30% of the effective net equity of the Chilean bank that makes the investment (or limit of 25% of its effective net equity regarding deposits with certain related parties); and (2) securities issued or guaranteed by sovereign states or their central banks or those securities issued or guaranteed by international institutions of which Chile is a part, subject to a limit of up to 50% of the effective net equity of the Chilean bank.
Subject to specific conditions, a bank may grant loans in dollars to subsidiaries or branches of Chilean companies located abroad, to companies listed on foreign stock exchanges authorized by the Central Bank of Chile and, in general, to individuals and entities domiciled abroad, as long as the Central Bank of Chile is kept informed of such activities. A bank may also grant loans in dollars to finance exports to or from Chile.
In the event that the sum of the investments of a bank in foreign currency and of the commercial and foreign trade loans granted to foreign individuals and entities exceeds 70% of the effective net equity of such bank, the excess is subject to a mandatory reserve of 100%.
Financial Stability Council
Law No. 20,789 created the Financial Stability Council, composed by the Minister of Finance (Ministro de Hacienda), the chairman of the CMF and the Superintendent of Pensions. The purpose of this council is to facilitate the technical coordination and the exchange of information by these market regulators in all matters related to the prevention and management of situations which may involve a risk for the financial system.
This law also expanded the authority of the CMF to request information regarding controlling shareholders of banks and entities which are part of their corporate group.
78
Anti-Money Laundering, Anti-Terrorist Financing and Foreign Corrupt Practices Act Regulations
United States
We, as a foreign private issuer whose securities are registered under the Exchange Act, are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA. The FCPA generally prohibits issuers and their directors, officers, employees and agents from using any means or instrumentality of U.S. interstate commerce in furtherance of any offer or payment of money to any foreign official or political party for the purpose of influencing a decision of such person in order to obtain or retain business. The accounting provisions of the FCPA require an issuer to maintain books and records and have a system of internal accounting controls sufficient to, among other things, provide reasonable assurances that transactions are executed and assets are accessed and accounted for in accordance with management’s authorization. Significant penalties and fines may be imposed against us, and/or our officers, directors, employees, and agents, for violations of the FCPA. Furthermore, we may be subject to a variety of U.S. anti-money laundering and anti-terrorist financing laws and regulations, including, but not limited to, the Bank Secrecy Act of 1970, as amended, and the USA PATRIOT Act of 2001, as amended. A violation of such laws and regulations may result in substantial penalties, fines and imprisonment of our officers and/or directors.
Chile
The Anti-Money Laundering Act, or the AML Act, requires banks, among others, to report any “suspicious transactions or activities” that they may become aware of in the ordinary course of business to the Chilean Financial Analysis Unit (Unidad de Análisis Financiero), or FAU. “Suspicious activities or transactions” are defined by the AML Act as any act, operation or transaction that, in accordance with the uses and customs of the relevant activity, is considered unusual or devoid of apparent economic or legal justification or that may constitute any of the actions described in Article 8 of Law No. 18,314 (terrorist actions), or entered into by an individual or a legal entity included in any resolution issued by the United Nations Security Council, whether carried out in an isolated or recurrent basis.
In accordance with the AML Act, banks must keep special records for any transaction in cash for amounts exceeding US$10,000, and report them to the FAU if so required by the latter authority.
In addition, the entities subject to the AML Act are also subject to Circular No. 49 and other regulations issued by the FAU, which provides additional guidelines for the prevention of money laundering.
With regard to Chilean banks the CMF has also provided rules and guidelines for banks to set up an AML and Combating Financing of Terrorism, or CFT, prevention system applicable in their ordinary course of business, which must take into consideration the volume and complexity of their transactions, including their affiliates and supporting entities, and their international presence. In case of non-compliance of these rules and guidelines, the CMF may impose administrative sanctions upon the infringing bank such as fines and warnings. Among other requirements, such system shall include at least (1) “know your customer” policies, (2) a manual of policies and procedures, (3) the appointment of a compliance officer, and (4) all necessary technological tools to develop red-flag systems to identify and detect unusual operations. For more information on our Anti-Money Laundering Committee, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—Other Committees—Anti-Money Laundering and Anti-Terrorism Finance Prevention Committee.”
On December 2, 2009, Chilean Law No. 20,393 came into effect. Law No. 20,393 regulates and provides for the criminal liability of legal entities for certain crimes, such as money laundering, financing of terrorism, bribery, misappropriation (Apropiación Indebida), unfair administration (Administración Desleal), incompatible negotiation (Negociación Incompatible), and corruption between private parties (Corrupción entre Particulares). Pursuant to Law No. 20,393, a legal entity will be exempted from criminal liability if it has adopted and implemented a crime prevention model (Modelo de Prevención de Delitos) which shall include at a minimum (i) the appointment of a compliance officer, who shall be given enough powers and resources to exercise its duties and (ii) a system to prevent the commission of crimes which must be certified by external auditors, the respective risk classification entities and other specialized entities registered with the CMF. In this regard, Itaú Corpbanca and its subsidiaries have adopted and implemented a Crime Prevention Model which has been certified by BH Compliance Limitada.
79
Colombia
The regulatory framework to prevent and control money laundering and terrorism financing is contained in, among others, Decree 663 of 1993 and External Circular No. 029 of 2014 (Basic Legal Circular), Part I, Title IV, Chapter IV, “Instructions Related to Risk Management of Laundering and Terrorist Financing,” as amended by External Circular No. 027 of 2020, issued by the Colombian Financial Superintendency, as well as Law 599 of 2000 (Colombian Criminal Code, as amended).
Colombian laws adopt the latest guidelines related to anti-money laundering and other terrorist activities established by the Financial Action Task Force on Money Laundering, or FATF. Colombia, as a member of the GAFI-SUD (Grupo de Acción Financiera de Sudamérica) (a FATF style regional body), follows all of FATF’s 40 recommendations. Finally, the Colombian criminal code introduced criminal rules and regulations to prevent, control, detect, eliminate and adjudicate all matters related to financing terrorism and money laundering. The criminal rules and regulations cover the omission of reports on cash transactions, mobilization or storage of cash, and the lack of controls.
Anti-money laundering provisions have been complemented with provisions aimed at deterring terrorism financing. For that purpose, by means of External Circular 26 of 2008, the Colombian Financial Superintendency has issued regulations requiring the implementation by financial institutions of a risk management system for money laundering and terrorism financing. These regulations emphasize “know your customer” policies and knowledge of customers and markets. They also establish processes and parameters to identify and monitor a financial institution’s customers. According to these regulations, financial institutions must cooperate with the appropriate authorities to prevent and control money laundering and terrorism.
In addition, the Colombian Financial Superintendency issued External Circular 27 of 2020, which includes several new provisions. Entities under surveillance must have effective FATF policies and procedures and must comply with the obligations on international lists binding for Colombia, foreign PEPs, and PEPs of international organizations. Therefore, such entities must have the ability to consult such lists immediately prior to engaging a client, final beneficiary, supplier, shareholder or employee, as well as permanently during the contractual or legal relationship.
In any case, the scope of the customer knowledge procedures applicable to the employees, suppliers and administrators (in terms of article 22 of Law 222 of 1995) of the supervised entity, must include, as a minimum, compliance with the subnumeral 4.2.2.1.4 of the chapter, provided that such measure allows the supervised entity to carry out an adequate and effective management of FATF risk according to its FATF risk analysis.
Regarding foreign corrupt practices regulations, the Colombian Congress enacted Law 1778 of 2016 pursuant to which rules on liability of legal entities related with the commission of acts of transnational corruption were established (the “Law 1778”). Law 1778 grants authority to the Colombian Superintendency of Companies regarding the possibility to investigate and sanction legal entities whose employees, contractors, directors or partners (of their own or any subordinate entity) give, offer or promise to give to a foreign public official sums of money, any object of monetary value or any other kind of benefit or value in exchange for the latter to perform, omit or delay acts related with their duties and in connection with a business or international transaction. Additionally, according to Law 1778, the parent companies may also be responsible, along with their subordinate entities when, with the latter’s acknowledgement or tolerance, such subordinate entities (employees, contractors, directors or partners) perform acts of transnational bribery.
Finally, the Colombian Criminal Code includes rules and regulations to prevent, control, detect, eliminate and adjudicate all matters related to financing terrorism and money laundering. The criminal rules and regulations cover the omission of reports on cash transactions, and the lack of controls.
80
Recent Regulatory Developments in Chile
Capital Adequacy Requirements
As noted above, on January 12, 2019, Law No. 21,130, which modified the Chilean General Banking Act, was enacted. Such law has adopted the capital adequacy requirements applicable to banks under Basel III. See “Item 4. Information on the Company—B. Business Overview—Chilean Banking Regulation and Supervision—CMF.”
Referendum to Amend the Chilean Constitution
Pursuant to Law No. 21,200 (effective December 24, 2019) and Law No. 21,221 (effective March 26, 2020), the Chilean Constitution was amended to entitle the President of the Republic of Chile (the “Republic”) to call for a referendum with the purpose of asking the citizens: (i) whether they would like a new Constitution and (ii) whether this potential new Constitution should be drafted by either a “Combined Constitutional Convention” (Convención Mixta Constitucional), comprised of 86 congressmen currently in office and chosen by the Chilean Congress, and 86 popularly elected members—or a “Civic Constitutional Convention” (Convención Constitucional), exclusively composed of 155 popularly elected members. The referendum took place on October 25, 2020, and a wide majority of the Chilean voters chose to approve the drafting of a new constitution and voted in favor of having such document drafted by a Civic Constitutional Convention.
In accordance with these results, former President Sebastián Piñera called for elections of the 155 participants of the Civic Constitutional Convention, which would have taken place on April 11, 2021, but due to the COVID-19 pandemic were held on May 15 and May 16, 2021. On July 4, 2021, the Civic Constitutional Convention was established.
The Civic Constitutional Convention is currently discussing and drafting a proposal of a new Constitution. Approval of the new constitutional provisions shall require the vote of two-thirds of the members of the Civic Constitutional Convention. The proposed new Constitution shall respect (i) the organization of the State as a republic; (ii) the democratic regime of the Republic; (iii) all final judgments rendered in the Republic; and (iv) international treaties ratified by the Republic.
The text of the new Constitution must be submitted to a national plebiscite in which citizens must decide whether to approve or reject the text of the Constitution prepared by the Civic Constitutional Convention. The Chilean government has announced that this plebiscite will be held on September 4, 2022. If the proposed Constitution is approved by the citizens, the eventual new Constitution will become effective after its publication in the Official Gazette; provided, however, that it may contain transitory provisions regarding certain matters.
Modification to the AML Act
The AML Act has been recently amended as follows:
On February 18, 2015, Law No. 20,818 was enacted, amending certain provisions of the AML Act by: (i) increasing the authority of the FAU; (ii) increasing the scope of entities that are subject to the AML Act; (iii) amending the definition of “suspicious activities or transactions”; (iv) reducing the minimum amounts of the cash transactions to be registered and potentially reported to the FAU; (v) amending the sanctions applicable to any breach to the AML Act; (vi) adding new base crimes for the crime of money laundering; (vii) requiring entities subject to the AML Act to report to the FAU any transaction entered into by any individual or entity contained in any resolution issued by the United Nations Security Council; and (viii) establishing the obligation of the entities subject to the AML Act to register with the FAU, among other things.
On November 20, 2018, Law No. 21,121 was enacted amending, among others, the AML Act by including misappropriation (Apropiación Indebida) and unfair administration (Administración Desleal) as crimes of money laundering.
On February 4, 2020, Law No. 21,211 and on April 13, 2021, Law No. 21,314 further amended the AML Act by (i) increasing the authority of the FAU; and (ii) supplementing its existing attributions.
81
Recent Tax Reforms and Future Changes in Chilean Tax Regulations
On February 24, 2020, Law No. 21,210 was published in the Official Gazette, which introduces additional amendments and modifications to the Chilean tax system.
Pursuant to Law No. 21,210 and given that the Bank’s average annual amount of gross revenues would be higher than UF75,000, the Bank is subject to the partially integrated system where companies are subject to a corporate tax of 27%. Then, when the income is actually withdrawn from a company, non-Chilean resident shareholders would be subject to a 35% withholding tax, while Chilean resident shareholders would be required to pay the progressive Complementary Global Tax, with rates ranging between 0% and 40%, against which only 65% of the corporate tax will be allowed to be used as a credit against the withholding tax or the Complementary Global Tax. In any case, the final tax burden cannot exceed a rate of 44.45%. Nevertheless, a foreign holder shall be entitled to full corporate tax credit, if such holder is established in, domiciled in, or resident of a country with which Chile has a double taxation treaty in force or, until December 31, 2026, with which Chile has signed a double taxation treaty, although not in force, given that the foreign holder credits his tax residency under the Chilean IRS’s regulations on the matter. These regulations are currently contained in Exempt Resolution No. 151, issued on December 9, 2020, which provides the requirements that must be met by foreign investors and their tax certificates in order to be eligible for this benefit.
Foreign source income obtained by taxpayers domiciled or resident in Chile is generally subject to taxes in Chile on a cash basis. However, in the case of branches or other permanent establishments located abroad, both accrual and received income are considered in Chile for tax purposes. Also, taxpayers who obtain passive income from foreign companies, in which they have control, as defined by law, will have to pay taxes on accrual and cash basis, for the passive income accrued or perceived by those controlled entities.
Bonds and other debt instruments issued in Chile by Chilean companies are deemed to be located in Chile for capital gains purposes. However, bonds issued outside of Chile by Chilean companies are not deemed located in Chile for capital gain purposes and, consequently, the sale of such bonds by a non-Chilean resident is not subject to capital gains tax in Chile (according to section 11 of the Ley Sobre Impuesto a la Renta, or the Chilean Income Tax Law, it would be considered a foreign source income obtained by a non-Chilean resident).
On January 27, 2022, Law No. 21,420 was published in the Official Gazette, which reduces or repeals certain tax exemptions. Notably, Law No. 21,420 repeals, from September 1, 2022 onwards, the Chilean capital gains exemption regime contained in Article 107 of the Income Tax Law (to be further discussed below) and replaces it with a 10% tax on capital gains derived from the alienation of significantly traded stock. In addition, Law No. 21,420 extends the services taxed with VAT in Chile, modifies the estate and gifts tax and property tax, and introduces a new wealth tax of 2% on certain land, sea, and air vehicles.
Lastly, and according to the social and political agenda of President Boric, it is expected that a new tax reform bill will be introduced during 2022, aimed to increase the Chilean government’s revenue, further reduce tax exemptions and prevent tax avoidance.
Amendment to the Consumer Protection Act
On September 13, 2018, Law No. 21,081 was published in the Official Gazette. This law, which entered into effect pursuant to a schedule that ranges between March 14, 2019 and September 13, 2020, amends the Consumer Protection Act in the following manner: (i) strengthens consumer organizations; (ii) substantially increases the fines applicable for breaching the Chilean Consumer Protection Act; (iii) increases the period of the statute of limitations for liability; (iv) amends procedures in several respects in order to make them more consumer-friendly; and (v) increases the inspection powers of the National Consumer Service (SERNAC).
On December 24, 2021, Law No. 21,398 was published in the Official Gazette. This law made relevant amendments to the Consumer Protection Act, including the following: (i) new rights of consumers regarding the repair or return of
82
products; (ii) in contractual matters, it limits the insurance contracts that companies may offer to consumers; establishes information obligations that companies must deliver to consumers; establishes that unclear clauses will be interpreted in favor of the consumer; (iii) regarding financial matters, it establishes the right of consumers to request the permanent blocking of their cards without companies being able to charge them administration expenses or maintenance commissions; establishes that companies must deliver within five business days the certificates and records that the consumer needs to renegotiate credits contracted with a financial institution; establishes that the provider of financial products and services cannot make the acquisition of a product or service conditional upon the use of a means of payment managed or operated by it, nor may it offer discounts associated exclusively with means of payment, when access to such discount is subject to the execution of a credit operation in more than one installment; it is provided that before any credit operation, companies must analyze the economic solvency of the consumer and inform him/her of the result of such analysis; and (iv) regarding conflict resolutions, companies must inform consumers of their right to go to a competent court in the event of an unresolved claim and also establishes other conflicts resolution mechanisms such as conciliation, mediation or arbitration, which shall be free of charge for the consumer.
Amendment to the Invoices Act
Law No. 19,983 (the “Invoices Act”) regulates invoices and their payment dates. The Invoices Act was amended by Law No. 21,131 (effective May 16, 2019) and by Law No. 21,217 (effective June 3, 2020). Pursuant to these amendments, all purchasers or recipients of good and services are obliged to pay the provision for such goods and services within a 30-day term following the receipt of the corresponding invoice issued by the relevant seller or supplier.
Exceptionally, the Invoices Act allows the parties of a sale and purchase agreement or equivalent (other than agreements between small and large-sized companies, as defined by Chilean law) to extend the abovementioned payment period as long as: (i) such extension (the “Extension”) is mutually agreed by the parties in writing; (ii) the Extension is registered before the Ministry of Economy within five business days from its execution; and (iii) the aforementioned extension does not imply the imposition of an abusive condition by the purchaser or recipient of the goods or services. Any Extension that does not comply with any of the prior requirements shall be deemed void and unwritten. Likewise, any condition or provision that intends to unduly delay the payment of the corresponding goods or services shall be deemed void and unwritten.
Amendment to Payment Methods for Overdrawing in Banking Current Accounts
On June 18, 2019, Law No. 21,167 was published. This law came into effect on January 1, 2020 and amended the Chilean Bank Checking and Checking Accounts Act, providing for the automatic application to the payment of the associated credit facility the deposits made into a banking current account, unless the account holder instructs otherwise and to the extent that there are no outstanding debts for non-stipulated credits. The account holder is entitled to change its instruction at any time, which will become effective on the immediately following calendar month.
Amendments to Chilean Personal Data Protection Act
On February 28, 2020, Law No. 21,214 was published. This law went into effect on August 26, 2020 and amends the Chilean Personal Data Protection Act that governs the treatment and management of personal data of identified or identifiable individuals by public agencies and private entities in data banks and registries. This new law prohibits the manager of the data bank to publish or disclose the information related to student loans contracted to finance personal or third parties’ education.
New Labor Laws
On April 1, 2020, Law No. 21,220 went into effect. This law modifies the Chilean Labor Code with respect to remote work and teleworking, such as the working day, minimum breaks and control and supervision by the employer. The main aspects regulated by the law are: (i) the obligation to agree and establish the modality of telework in an employment contract or annex, which must be registered with the Labor Office (Dirección del Trabajo), (ii) the employer’s duty to supply the employees with all work tools, and (iii) the employees’ right to a minimum total disconnection time of 12 continuous hours between each work day.
83
On April 20, 2021, Law No 21,325 went into effect. This law contemplates rules on migration and foreigners, in order to regulate the entry, stay, residence and departure of foreigners from the country, and the exercise of rights and duties, establishing a new institutional framework for these purposes. This regulation comes to replace the one contained in Decree Law No 1,094 of 1975. The law provides migrants with the protection of labor rights, access to health, social security and tax benefits, the right to education, housing ownership, sending and receiving remittances and due process. New migratory categories and subcategories and new requirements to apply for the different categories of residence are established. This new law establishes that employers may only hire foreigners who are in possession of a residence or permanence permit that enables them to work, or those who are authorized to do so. Finally, this law creates the new National Migration Service, which is in charge of carrying out the national migration policy, resolving applications for residence and permanence permits and determining their validity.
On April 30, 2021, Law No. 21,327 was published in the Official Gazette. This law became effective as of October 1, 2021, and its main purpose was modernizing the Labor Office through the incorporation of new technologies and digitalization of procedures. A noteworthy feature is the so-called electronic registry of labor documentation, which imposes the obligation on the employer to register electronically on the website of the Labor Office the employment contracts (indicating therein all the agreed stipulations) and documents related to the termination of an employment relationship. The law also adds new contents to the employment contract, including the incorporation of the e-mail addresses of both parties as a minimum requirement of the employment contract. It expressly regulates the possibility that the payment of remuneration may be made by electronic transfer to the employee’s bank account. This same law establishes certain special considerations, stating that, in the case of a group of companies that has been declared as a single employer by a court, provided that at least two years have elapsed since such judgment became final and that the corporate group has substantially modified its structure, it will be possible to request the termination of the classification of the companies as a single employer. The two-year term may be waived if the modification involves a change of ownership and there is no common controller.
On June 1, 2021, Law No. 21,342 was published on the Official Gazette. This law establishes the obligation to implement a COVID-19 occupational health safety protocol for the safe return to work by setting forth a series of sanitary measures to be taken by employers at its own expense. Companies that do not have an occupational health and safety protocol will not be authorized to resume or continue on-site work activities. Additionally, this law provides for special liability and penalties in the event that an occupational accident or illness results from the negligence or willful misconduct of the employer, which applies to COVID-19 infections. Law No. 21,342 establishes that while the health alert lasts, employers must offer employees who have a serious illness or serious health condition (and are at greater risk) the option of remote work or telecommuting, provided the nature of their functions allows it, without pay reduction. According to Law No. 21,391 (published on November 24, 2021), the same applies to employees who are responsible for the care of at least one child in the preschool stage (up to 6 years old) and to employees who are in charge of the care of a person with a disability, or a child between 6 and 12 years old, if and when schools are closed due to an infectious disease. Finally, it establishes the obligation to implement a mandatory individual health insurance associated with COVID-19. This insurance must be paid by the employer to the employees and is intended to cover the hospitalization and rehabilitation expenses of the employee associated with COVID-19. Employees who are subject to telecommuting or teleworking regimes on an exclusive basis are exempt from the insurance obligation.
Law Limiting the Liability of Users of Payment Methods in Loss, Theft, Robbery or Fraud Cases
Since April 2005, Law No. 20,009 has provided the Chilean legal framework governing the liability of cardholders in case of thefts, losses and robbery of his or her credit or debit cards. Under Law No. 20,009, to the extent a cardholder notifies the issuer of the loss, theft or robbery of its credit or debit cards, they will be exempt from liability in respect of transactions made after such notification; further the issuer of the card must provide evidence that the transactions were made by the cardholder. Although it is generally considered that this mechanism has worked adequately, on May 29, 2020, Law No. 21,234 went into effect. This law amended certain aspects of Law No. 20,009, establishing a new liability regime in cases of loss, theft, robbery or fraud of payment cards or other similar payment methods, as well as in cases of fraud in electronic transactions (collectively, the “Payment Methods”). Pursuant to such law, users of a Payment Method may limit their responsibility in cases of loss, theft, robbery or fraud by providing notice thereof to the issuer of the applicable Payment Method. Upon such notice, the issuer of the applicable Payment Method shall be liable for all operations occurring thereafter. Further, with respect to operations that took place prior to the corresponding notice by a
84
user and that a user denies to have approved or performed, the user shall make a claim in respect thereof within 30 business days from the notice mentioned above. Upon such claim, the issuer of the Payment Method shall (i) within five business days, cancel the charges or reimburse the funds in an amount of up to UF35 (Ch$1.1 million or US$1,285.1 million as of December 31, 2021); and/or (ii) with respect to amounts in excess of UF35 (Ch$1.1 million or US$1,285.1 million as of December 31, 2021) and within seven additional business days, cancel the charges, reimburse the funds or initiate judicial legal actions against the user, if the issuer has evidence that the user has acted with gross negligence or willful misconduct. If the issuer of a Payment Methods desires to contest the claim of a user, the issuer shall bear the burden of proof.
Law Regulating Financial Portability
On September 8, 2020, Law No. 21,236 went into effect. This law (which also amended the Consumer Protection Act) provides for a full set of provisions regulating financial portability with the main purpose of allowing individuals and small and medium size companies to contract for financial products or services with a new provider, allowing the termination of the financial products or services contracted with the initial provider. For these purposes, a provider corresponds to every insurance company, manager of mortgage loans, family allowance compensation fund (caja de compensación de asignación familiar), association of savings and credits (cooperativa de ahorro y crédito), any massive lending institution pursuant to the Chilean Money Loan Transactions Act and any other entity subject to the surveillance of the CMF.
Law Regulating Responsibilities of Market Agents
On April 13, 2021, Law No. 21,314, a part of the anti-abuse agenda, was published. This law regulates the responsibility and transparency requirements for market agents.
This law introduces various modifications to several legal provisions, but mainly to the Chilean Securities Market Act and the Chilean Corporations Act. The main modifications introduced by this law can be summarized as follows: (i) imposition of new information and transparency rules on stock markets, (ii) establishment of the prohibition against directors, managers, administrators and executives of a securities issuer (e.g., a public limited company) directly or indirectly executing transactions over the securities issued by the issuer, (iii) imposing on the stock markets or securities exchanges the obligation to establish a real-time interconnection system among them in order to provide better service for investors, (iv) establishment of the prohibition against price manipulation, (v) establishment of new regulations for the relationships among related parties and delegation of power to the CMF to request information about the transactions made with these related parties and regulated companies, (vi) establishment of new regulations and responsibilities for social security advisors, and (vii) creation of the role of financial and social security advisors or entities that perform a financial and social security advisory function.
Bills Amending the Chilean Banking Act
| ● | A bill submitted on September 3, 2021 proposes to amend the Chilean Banking Act in order to establish rules that promote and encourage the provision of financial services through technological means. The bill seeks to address the following matters: (i) regulating financial services, including crowdfunding platforms, alternative transaction systems, credit and investment advice, custody of financial instruments and the routing of orders and intermediation of financial instruments; and (ii) establishing the rules for the implementation of an open financial system that allows the exchange of information of financial clients who have consented to it. The bill is at an advanced stage of discussion. |
| ● | A bill submitted on August 17, 2021, which remains at an early stage of discussion at the Chilean Congress, proposes to amend the Chilean Banking Act establishing requirements that the mortgagee must comply with to exercise mortgage actions against the mortgage debtor. The requirements are (i) that the mortgagee must prove that the mortgage debtor has failed to pay the number of quotas established by law; and (ii) the mortgagee is obliged to provide certain information to customers regarding mortgage loans. |
85
| ● | A bill submitted on October 3, 2019, which remains at an early stage of discussion at the Chilean Congress, proposes to amend the Chilean Banking Act in respect of the termination of banking services agreements as follows: (i) imposing on banks the duty to deliver to their clients all the available information to assist them in the termination of such contracts; (ii) setting forth that the termination of such contracts must be completed within seven business days from the date of the client’s request of termination; (iii) prohibiting the collection of expenses and commissions related to the termination of such contracts; and (iv) imposing on banks the obligation to deliver to their clients upon the termination of the contract and payment of all outstanding obligations, all the security documents executed and those containing personal and commercial information about the client. |
Bills Amending the Consumer Protection Act
Several bills have been submitted to the Chilean Congress containing amendments to the Consumer Protection Act in the following matters:
| ● | A bill submitted on November 15, 2021 proposes to amend the Consumer Protection Act in order to: (i) reduce the amount that may be charged for collection costs to customers; and (ii) regulate the means and manner of debt collection. In addition, the bill proposes to amend the Insolvency Act to reduce the requirements for individuals to submit to the procedure regulated by such law. |
| ● | A bill submitted on June 29, 2021 proposes to amend the Consumer Protection Act in order to prohibit suppliers of financial products or services from rejecting the contracting of any kind of financial product or service for the sole reason that the consumer has been a debtor in a terminated insolvency proceeding. In addition to these proposals, the bill proposes to amend several norms that regulate the personal data of debtors so that they are deleted once their debts are paid. |
| ● | A bill submitted on December 11, 2019 proposes to amend the Chilean Consumer Protection Act and the Chilean Money Loan Transactions Act, prohibiting: (i) compound interests in respect of interests and default interests in money loan transactions, even if none of the parties qualifies as a consumer; (ii) compound interests in any contract in which a consumer is a party; and (iii) the inclusion of early maturity provisions in a consumer contract. It should be noted that an earlier bill submitted on November 11, 2019 also proposes to amend the Chilean Money Loan Transactions Act prohibiting compound interests in money loan transactions below UF4,000 (Ch$124.0 million or US$146,866 as of December 31, 2021). |
| ● | A bill submitted on August 5, 2019 is currently under discussion to amend the Chilean Consumer Protection Act to provide that the operational expenses arising from the renegotiation of mortgage loans will be borne by the loan provider. |
Bill Amending the Chilean Money Loan Transactions Act in respect of the Conventional Maximum Interest Rate
A bill submitted to the Chilean Congress on December 9, 2019 proposes to amend the Chilean Money Loan Transactions Act by reducing the conventional maximum interest rate (tasa máxima convencional) applicable to certain loan transactions, including those in Chilean pesos with a principal amount of up to UF200 (Ch$6.2 million or US$7,343.3 as of December 31, 2021). This bill has not been discussed since its submission to the Chilean Congress.
Bill Amending the Chilean Insolvency Act
A bill submitted to the Chilean Congress on August 14, 2019 proposes to amend the Chilean Insolvency Act setting forth special requirements in order for individuals over 60 years of age to be subject to a renegotiation procedure (aimed to assist debtor and creditors in reaching an agreement for renegotiation the former’s debt). This bill is currently in its second stage of discussion at the Economy Commission of the Chamber of Representatives.
86
Bill Regulating Expenses Associated with Execution and Liquidation of Money Loan Transactions
On May 19, 2020, a bill was submitted to the Chilean Congress proposing a series of amendments and modifications to several acts regarding expenses associated with the execution and liquidation of money loan transactions. These amendments can be summarized as follows: (i) amends the Consumer Protection Act in terms of prohibiting the transfer to the consumer of extrajudicial debt collection costs. Such costs would have to first be proved before the civil courts like other damages; (ii) modifies the Consumer Protection Act by expressly regulating the operational costs in the procurement of financial products; and (iii) amends the Chilean Money Loan Transactions Act in terms of limiting the maximum amounts of prepayment commissions and default interest for loan transactions below UF5,000. This bill is currently in early stages of discussion.
Changes to the Pension System in Chile
On November 6, 2018, President Sebastián Piñera submitted Bill No. 12212-13 with the purpose of introducing changes to the existing Chilean pension funds system, specifically related to solidary pensions, the individual capitalization pension system and new schemes of pensions for the middle class and women.
Under this proposal, companies would have to contribute to the system with 4% contribution to be exclusively funded by employers. This amendment would have a gradual implementation during a period of five years. Additionally, the employer would be obliged to contribute 0.2% of the gross salary of its employees to fund disability insurance. This insurance would be applicable to all elderly employees with a serious physical or mental disability. Further, the bill states that the solidarity fund (Pilar Solidario) will increase approximately 40% given that the Chilean government is expected to contribute 1.12% of the GDP to the fund.
Although this bill is still formally in process in the Chilean Congress, it is unlikely to advance since President Boric stated during his presidential campaign and in his government program that he intends to end AFPs and replace the current pension system with one managed by a public entity. Although no details have been provided on how he intends to replace the pension system, his government program states that pension contributions will be increased by an additional 6% to be paid by the employer.
On November 26, 2019, the Ministry of Finance and the Chilean Senate reached an agreement to increase the basic pension for pensioners aged 80 years or older by 50% starting on December 1, 2019. The agreement resulted in Law No. 21,190, which provides for a 50% increase in the pension for pensioners aged 80 years and older and a 30% increase in basic pensions for pensioners between 75 to 79 years of age by December 1, 2019, which will be equalized to the basic pension for pensioners aged 80 years and older by January 1, 2021. Basic pensions for pensioners under 75 years of age increased by 25% on December 1, 2019, will increase 40% in the aggregate from January 1, 2021, and will be equalized to the basic pensions for pensioners between 75 to 79 years of age by January 1, 2022. Law No. 21,190 is financed by the treasury of the Chilean government.
Most recently, on January 26, 2022, Law No. 21,419, which created the universal guaranteed pension (“PGU” for its acronym in Spanish), was enacted. This law guarantees a minimum pension of Ch$185,000 (or US$219.17) and an increase in the amount of pensions for people over 65 years of age who are not within the richest 10% of the population. To finance the PGU, on January 27, 2022, Law No. 21,420 was published in the Official Gazette, which reduces or repeals certain tax exemptions and imposes taxes on activities and contracts that were not previously taxed. Notably, Law No. 21,420 repeals, from September 1, 2022 onwards, the Chilean capital gains exemption regime contained in Article 107 of the Income Tax Law and replaces it with a 10% tax on capital gains derived from the alienation of significantly traded stock; it also eliminates special credits for construction companies and tax benefits for residential properties. In addition, it extends the services taxed with VAT in Chile, and imposes an inheritance tax on life insurance, among other measures.
Amendments to Allow Withdrawal of 10% of the Pension Funds Administered by Pension Funds Managers
On April 20, 2020, the first bill proposing an amendment to the Chilean Constitution to allow individuals to exceptionally request a one-time withdrawal of 10% of their pension funds administered by the AFP due to the adverse
87
economic and social effects of the COVID-19 pandemic was submitted to the Chilean Congress. This first bill was enacted into Law No. 21,248 on July 30, 2020, which introduced a transitory provision in the Chilean Constitution in order to allow this one-time withdrawal that could be requested by the individual until 365 days after the publication of the law.
Considering that the adverse effects of the COVID-19 pandemic persisted during 2020, on August 27, 2020, several congressmen presented a second bill of law to amend the Chilean constitution and allow individuals to withdraw another 10% of their pension funds. However, since this bill was initiated by congressmen and has other constitutional and validity issues, the Constitutional Tribunal declared the unconstitutionality of the bill.
On November 11, 2020, the President of the Republic submitted to the Chilean Congress a third bill proposing to allow a second withdrawal by individuals of 10% of their pension funds. This bill was enacted into Law No. 21,295 on December 10, 2020, with similar conditions to the ones described under Law No. 21,248 except that it was not enacted as an amendment to the Chilean constitution.
A third withdrawal of up to 10% of pension funds was authorized by Law No. 21,330, which was enacted on April 28, 2021. In addition to authorizing the withdrawal of up to 10% of pension funds, this law authorized the advance payment of annuities up to 10% of the value of the technical reserve that the pensioners had in the respective insurance companies. Several insurance companies filed actions in the courts of justice and the Constitutional Tribunal against the provisions of this law on the grounds that their property rights were affected. Some of these actions were accepted by the Constitutional Tribunal.
Government Actions to Address COVID-19
On September 30, 2021, the constitutional state of emergency under catastrophic circumstances that had been in effect in Chile since March 19, 2020 ended. The end of the state of emergency and the improved health conditions have led the government to withdraw several of the health and economic measures it had adopted because of the COVID-19 pandemic. However, in February 2022, former President Sebastián Piñera announced the extension until June 2022 of some subsidies, including the Emergency Family Income (known as IFE laboral). This benefit is an incentive that aims to encourage workers to be formally employed, granting them a subsidy of up to 60% of their remuneration.
In addition, in April 2022, the Chilean Ministry of Finance has announced the implementation of an economic recovery plan to address issues related to the COVID-19 pandemic and inflation. Among the main measures of this plan are the following:
1. Extending protection subsidies for people who have children up to four years of age and who are registered in the social registry of households.
2. Extending IFE laboral to until September 2022.
3. In the event of a general lockdown, an IFE with broad coverage will be activated to help compensate families for the loss of income.
4. 30,000 cultural workers will be provided with a bonus of up to Ch$450,000 per person, to compensate for the decrease in their income during the COVID-19 pandemic.
5. Subsidies for regulated, regional and rural public transportation, in order to freeze fares for the entire public throughout the country.
6. Resources will be provided to contain the increase in kerosene, oil and gasoline prices.
7. To promote activity, employment, private investment and local power, a US$300 million fund will be created for new labor-intensive, green investment projects by municipalities, regional governments and public services.
88
8. The existing financing programs of the Chilean Corporation for the Development of Production (or CORFO, for its acronym in Spanish) will be strengthened, aimed at providing more loans to unbanked small and medium-sized companies within four years starting in August 2022. It will be implemented through non-bank financial intermediaries.
9. Guarantee programs will be made more flexible to support companies that did not have access to loans from the Guarantee Fund for Small Entrepreneurs (or Fogape, for its acronym in Spanish).
10. The government announced that it has set the target of reaching a minimum wage of Ch$400,000 in 2022. A special support program will be designed for small and medium-sized companies facing difficulties.
According to the information provided by the government, the corresponding bill will be submitted to the Chilean National Congress in April 2022.
COLOMBIAN BANKING REGULATION AND SUPERVISION
Colombian Banking Regulators
Pursuant to the Colombian Constitution, the Colombian Congress has the power to prescribe the general legal framework within which the government may regulate the financial system. The agencies vested with the authority to regulate the financial system are the board of directors of the Central Bank of Colombia, the Colombian Ministry of Finance and Public Credit, the Colombian Financial Superintendency, the SIC, the Normative Projection and Financial Regulation Studies Unit (Unidad de Proyección Normativa y Estudios de Regulación Financiera – URF), the Deposit Insurance Fund (Fondo de Garantías de Instituciones Financieras - FOGAFIN) and the SRO.
Central Bank of Colombia
The Central Bank of Colombia exercises the customary functions of a central bank, including price stabilization, monetary policy, regulation of currency circulation, regulation of credit, exchange rate monitoring and management of international reserves. Its board of directors is the regulatory authority for monetary, currency exchange and credit policies, and is responsible for the direction of the Central Bank of Colombia’s duties. The Central Bank of Colombia also acts as lender of last resort to financial institutions.
Colombian Ministry of Finance and Public Credit
One of the functions of the Colombian Ministry of Finance and Public Credit is to regulate all aspects of finance and insurance activities. As part of its duties, the Colombian Ministry of Finance and Public Credit issues decrees relating to financial matters that may affect banking operations in Colombia. In particular, the Colombian Ministry of Finance and Public Credit is responsible for regulations relating to capital adequacy, risk limitations, authorized operations, disclosure of information and accounting of financial institutions.
Colombian Financial Superintendency
The Colombian Financial Superintendency is the authority responsible for supervising and regulating financial institutions, including commercial banks such as Itaú Corpbanca Colombia, finance companies, financial services companies and insurance companies. The Colombian Financial Superintendency has broad discretionary powers to supervise financial institutions, including the authority to impose fines on financial institutions and their directors and officers for violations of applicable regulations and certain judicial attributions regarding controversies among customers and banks. The Colombian Financial Superintendency can also conduct on-site inspections of Colombian financial institutions.
The Colombian Financial Superintendency is also responsible for monitoring and regulating the market for publicly traded securities in Colombia and for monitoring and supervising securities market participants, including the Colombian Stock Exchange, brokers, dealers, mutual funds and issuers.
89
Financial institutions must obtain the prior authorization of the Colombian Financial Superintendency before commencing operations.
Violations of the financial system rules and regulations are subject to administrative, and in some cases, criminal sanctions.
Self-Regulatory Organization
The SRO is a private entity responsible for the regulation of intermediaries participating in the Colombian capital markets. The SRO may issue mandatory instructions to its members and supervise its members’ compliance and impose sanctions for violations.
The sanctions of SRO can coexist with the sanctions of the Colombian Financial Superintendency. Itaú Corpbanca Colombia and Itaú Asset Management Colombia are members of the SRO and are subject to its regulations.
Normative Projection and Financial Regulation Studies Unit (Unidad de Proyección Normativa y Estudios de Regulación Financiera – URF)
The URF, within the policy framework established by the Colombian Ministry of Finance and Public Credit and without prejudice to the Board of Directors of the Colombian Central Bank, is responsible for the preparation of regulations for the exercise of the power of regulation in exchange matters and monetary, credit, regulation and intervention in financial, stock market, insurance activities and any other activities related to the management, use and investment of the resources captured from the public, for their subsequent issuance by the Colombian government.
Deposit Insurance Fund - FOGAFIN (Fondo de Garantías de Instituciones Financieras)
FOGAFIN is in charge of protecting the savings of citizens deposited in banks, financial corporations, financing companies, and companies specialized in SEDPEs that, by obligation, are registered in FOGAFIN. FOGAFIN is part of the Safety Network of the Colombian Financial System, made up of the Colombian Ministry of Finance and Public Credit, the Colombian Central Bank and the Colombian Financial Superintendency.
To protect the public’s savings and thereby ensure the stability of the financial sector, FOGAFIN applies, if necessary, different support operations to its registered entities to reduce or minimize the adverse effects of crisis situations in the financial system; administers and pays out deposit insurance; and monitors financial entities in possession and in liquidation of such funds.
Capital Adequacy Requirements
Capital adequacy requirements for Colombian financial institutions (as set forth in Decree 2555 of 2010, as amended, or Decree 2555) are based on applicable Basel Committee standards. Decree 2555 establishes four categories of assets, which are each assigned different risk weights, and require that a credit institution’s Technical Capital (as defined below) be at least 9% of that institution’s total risk-weighted assets.
Currently, Decree 2555 sets forth, among other things:
| ● | that Technical Capital is the sum of ordinary primary capital (Patrimonio Básico Ordinario or Common Equity Tier One), additional primary capital (Patrimonio Básico Adicional or Additional Tier One), and secondary capital (Patrimonio Adicional or tier two capital); |
| ● | the criteria for debt and equity instruments to be considered ordinary primary capital, additional primary capital and secondary capital. The Colombian Financial Superintendency will review whether a given instrument adequately complies with these criteria in order for an instrument to be considered tier one, additional tier one or tier two capital, upon request of the issuer. Debt and equity instruments that have not been classified by the |
90
| SFC as ordinary primary capital or secondary capital, will not be considered tier one, additional tier one or tier two capital for purposes of capital adequacy requirements; |
| ● | the minimum total solvency ratio of 9% of the financial institution’s technical capital divided by total risk-weighted assets; furthermore, each entity must comply with a minimum basic solvency ratio of 4.5%, which is defined as the ordinary primary capital after deductions divided by the financial institution’s total risk-weighted assets. In addition, solvency ratios must be met individually, by each credit institution, and must be met and monitored on a consolidated basis; |
| ● | that the calculation of the total solvency ratio will take into account operational risk; however the Colombian Financial Superintendency has not yet defined the methodology to be used to estimate such effect; and |
| ● | that credit institutions are able to include hybrids instruments designed to have characteristics of a fixed income and characteristics of equity market security, as part of its basic additional capital. |
When the solvency ratio of a financial institution is below 10%, the Colombian Financial Superintendency implements a closer supervision on banking activities of the entity based on the supervision policy implemented by the Colombian Financial Superintendency. If a bank fails to comply with the capital adequacy requirements applicable to Colombian financial institutions, it may be subject to certain penalties and sanctions that are graduated depending on the level of compliance failure, and which may include an administrative take-over by the government with the purpose of administration or liquidation.
Minimum Capital Requirements
The minimum capital requirement for banks on an unconsolidated basis set forth in the Financial System Organic Act was COP$96,813 million for 2019, COP$100,492 million (Ch$20,503 million) for 2020, COP$102,110 million (Ch$20,037 million) for 2021 and COP$107,849 million (Ch$22,681.7 million) for 2022. Failure to meet such requirement can result in the relevant financial institution take over (Toma de Posesión) by the Colombian Financial Superintendency. Minimum capital requirements are adjusted in January each year based on the inflation percentage for the precedent year. The capital requirements for each type of financial institution (financial corporations, financing companies, trust companies, etc.) are different, with banks having the highest minimum amount. Additionally, there are capital requirements above this minimum for the purposes of credit exposure and derivatives transactions.
Capital Investment Limit
All investments in subsidiaries and other authorized capital investments, other than those made in order to abide by legal requirements, may not exceed 100% of the total aggregate of capital, equity reserves and the equity re-adjustment account of the respective bank, financial corporation or commercial finance company, excluding unadjusted fixed assets and including deductions for accumulated losses.
Mandatory Investments
The Central Bank of Colombia’s regulations require financial institutions, including Itaú Corpbanca Colombia, to make mandatory investments in securities issued by Finagro, a Colombian public financial institution that finances production and rural activities, to support the agricultural sector. The amount of these mandatory investments is calculated based on the current Colombian peso-denominated obligations of the relevant financial institution.
Foreign Currency Position Requirements
According to Resolution 1, issued by the Central Bank of Colombia issued in 2018, as amended, a financial institution’s foreign currency position (Posición Propia en Moneda Extranjera) is the difference between such institution’s foreign-currency-denominated assets and liabilities (including any off-balance sheet items), made or contingent, including those that may be sold in Colombian legal currency.
91
Resolution 1 provides that the average of a bank’s foreign currency position for three business days cannot exceed the equivalent in Colombian pesos of 20% of the bank’s Technical Capital. Currency exchange intermediaries such as Itaú Corpbanca Colombia are permitted to hold a three-business-days average negative foreign currency position not exceeding the equivalent in foreign currency of 5% of its Technical Capital (with penalties being payable after the first business day).
Resolution 1 also defines foreign currency position in cash (Posición Propia de Contado en Moneda Extranjera), as the difference between all foreign-currency-denominated assets and liabilities. A bank’s three business days average foreign currency position has no limit.
Finally, Resolution 1 requires banks to comply with a gross position of leverage (Posición Bruta de Apalancamiento). Gross position of leverage is defined as the sum of (i) the rights and obligations of term and future contracts denominated in foreign currency, excluding obligations of a transaction that imply either the right or an obligation on foreign currency, plus (ii) foreign currency cash operations with settlement higher or equal to one banking day, excluding obligations of a transaction that imply either the right or an obligation on foreign currency plus (iii) the exchange rate risk exposure associated with debtor and creditor contingencies acquired in the trading of exchange rate options and derivatives. Resolution 1 sets no limit on the gross position of leverage with respect to the currency position in cash.
Deposit Insurance
In Colombia, the deposit insurance fund, FOGAFIN (Fondo de Garantías de Instituciones Financieras), guarantees up to COP$50 million (US$12,457.9 as of December 31, 2021) per person, for each institution calculated as the aggregate amount of time, savings and demand deposits held by individuals in a Colombian financial institution. Payment will be made in case of an administrative compulsory liquidation of the financial institution.
Reserve Requirements
Commercial banks are required by the board of directors of the Central Bank of Colombia to satisfy reserve requirements with respect to deposits and other cash demands. Such reserves are held by the Central Bank of Colombia in the form of cash deposits. According to Resolutions 5 and 11 of 2008 issued by the board of directors of the Central Bank of Colombia, as amended, the reserve requirements for Colombian banks are measured bi-weekly and the amounts depend on the class of deposits.
Credit institutions must maintain reserves of 8% over the following deposits, cash demands and other passive obligations:
| ● | Private demand deposits; |
| ● | Government demand deposits; |
| ● | Other deposits and liabilities; and |
| ● | Savings deposits. |
In addition, credit institutions must maintain reserves of 3.5% for term deposits with maturities fewer than 18 months and 0% for term deposits with maturities of more than 18 months.
Credit institutions may maintain these reserves in their accounts at the Central Bank of Colombia, or cash.
Marginal reserve requirements were eliminated by the Central Bank of Colombia in 2008. Since 2009, the reserve requirements have no remuneration.
92
Also, pursuant to the Circular Básica Contable y Financiera (Basic Accounting and Financial Circular), to measure liquidity risk exposure on internal models, banks are required to calculate a liquidity risk indicator (LRI) accumulated for the band periods of 7, 15 and 30 days, as established by the Colombian Financial Superintendency’s standard model.
Foreign Currency Loans
Residents of Colombia may obtain foreign currency loans from foreign residents and from Colombian currency exchange intermediaries or by placing debt securities abroad. Foreign currency loans must be either disbursed through a foreign exchange intermediary or deposited in offshore compensation accounts.
According to regulations issued by the Central Bank of Colombia, every Colombian resident and institution borrowing funds in foreign currency is generally required to post with the Central Bank of Colombia non-interest bearing deposits for a specified term, although the size of the required deposit is currently zero.
Notwithstanding the foregoing, such deposits would not be required in certain cases set forth in the External Resolution 1, including in the case of foreign currency loans aimed at financing Colombian investments abroad. Moreover, Resolution 1 sets forth a number of restrictions and limitations as to the use of proceeds in the case of foreign currency loans obtained by Colombian currency exchange intermediaries (including Itaú Corpbanca Colombia) and also provides that deposits would not be required in the event such restrictions and limitations are observed. Such foreign currency loans may be used, among others, for lending activities in a foreign currency with a tenor equal to, or shorter than, the tenor of the foreign financing.
As a general rule, interest payments to foreign currency loans granted by foreign banks to Colombian residents are currently subject to a withholding tax at: (i) the general tax rate applicable to entities that are not Colombian residents for tax purposes (35% as of 2022), when such payments are made to entities located in a preferential tax regime jurisdiction, non-cooperative jurisdiction or low-tax jurisdiction, according to paragraph of section 408 of the Colombian Tax Code; (ii) 5% when those interest payments are (a) derived from loans with an eight-year or longer term and (b) related to infrastructure projects under Law 1508 of 2012; (iii) 15% when interest payments are related to a loan of one year or longer; and (iv) 20% as a general rule (i.e., in other cases different than (i), (ii) and (iii) above) according to section 408 of the Colombian Tax Code.
Finally, pursuant to Law 9 of 1991, the board of directors of the Central Bank of Colombia is entitled to impose conditions and limitations on the incurrence of foreign currency indebtedness, as an exchange control policy, in order to avoid pressure in the currency exchange market.
Non-Performing Loan Allowance
The Colombian Financial Superintendency maintains guidelines on non-performing loan allowances for financial institutions. This information has been provided in order to provide the reader with a more in-depth analysis. Notwithstanding, our allowance and provision for loan losses as recorded in our consolidated financial statements included herein have been determined in accordance with IFRS.
93
Recent Regulatory Developments in Colombia
Tax Reform (2021-2022)
On September 14, 2021, Law 2155 was approved as a set of tax measures to address the economic consequences of COVID-19 crisis. The most relevant features of this reform are the following:
| ● | General income tax rate will rise to 35% for general legal entities and 38% for financial entities from 2022 to 2025, where certain taxable income threshold is exceeded, as follows: |
2022 | 2023 | 2024 | 2025 | 2026 and onwards | ||
General tax rate | 35% | 35% | 35% | 35% | 35% | |
Surcharge(*) | 3% | 3% | 3% | 3% | 0% | |
Total | 38% | 38% | 38% | 38% | 35% | |
| ● | Financial entities are subject to a corporate income tax rate of 38% (regular income tax rate of 35% plus a surcharge of 3%) in 2022, 2023, 2024 and 2025 provided that net taxable income amounts to approximately US$1.1 million in the corresponding taxable year. |
| ● | After several years of separate enactments regulating the definition of beneficial owner for tax purposes, the definition of beneficial owner is now unified. The registry of beneficial owner is created, both for legal entities and for non-legal entities and structures. |
| ● | Several tax benefits related to employment creation are established, as well as certain tax forgiveness regimes. |
| ● | The industry and trade tax would be creditable against income tax, but this credit would be limited to 50% of the paid tax. |
| ● | Private equity funds and collective investment funds remain as non-taxpayers and its beneficiaries may defer the realization of income to until certain conditions are met. |
| ● | The law maintained the following provisions from previous legislation: |
| o | Input VAT in the acquisition of fixed assets may be treated as a tax credit and may be offset against the income tax due. |
| o | The thin capitalization rule will apply only to indebtedness between related parties. In order to determine the non-deductible interest, the debt-to-equity is to 2:1. For the deductibility of interest, taxpayers will have to prove to the Colombian Tax Administration, upon request, that there is no indebtedness between related parties through back-to-back operations or any other kind of operation in which the creditor is a substantially related party. In such case, the parties involved in the operation may be jointly liable for the taxes, sanctions and interest. |
| o | The tax rate on dividends distributed to foreign companies, out of profits that were taxed at the corporate level was set at 10% in 2020 and onwards. |
| o | The dividends distributed between Colombian companies were subject to a 7.5% withholding tax rate, which may be offset as a tax credit by the beneficial owner (either an individual tax resident or a foreign investor). Dividends distributed among Colombian entities duly registered as a corporate group or under a controlled situation (situación de control) before the Chamber of Commerce would not subject to withholding tax. |
94
| o | Colombia may levy a capital gains tax on the sale of shares of a non-Colombian entity when such non-Colombian entity owns assets/shares in Colombia (enajenaciones indirectas). |
| o | Entities and individuals involved in operations considered as tax abuse or tax fraud by the Colombian Tax Administration may be jointly liable for the taxes, sanctions and interest, pursuant to Section 793 of the Colombian Tax Code. |
| o | Private equity funds and collective investment funds remain as non-taxpayers and its beneficiaries may defer the realization of the income when certain conditions are met. |
| ● | The percentage of liquid equity to calculate “assumed income” (renta presuntiva) remains at 0%. |
Costs of Financial Services
On July 7, 2016, Law No. 1793 was enacted in order to regulate the costs of financial services. Among other things, this new law establishes that clients of entities authorized to collect funds from the public may access all of the funds deposited in their savings accounts or electronic deposits, without having the obligation to maintain a minimum balance. The entities must provide mechanisms for this purpose without charging additional fees to clients. This new law also establishes that: (i) for savings accounts, entities authorized to raise funds from the public may only charge financial and/or transactional costs for the first 60 days of inactivity and/or absence of financial movements by the user, and in no case may such entities make retroactive charges when the account becomes active again; (ii) for savings accounts that are inactive at the time of entry into force of the new law, the period of 60 days for the suspension of collections will start from the date of effectiveness of the law; and (iii) entities authorized to raise funds from the public are obligated to recognize users with a minimum interest rate in all savings accounts for any level of deposit. In addition, the receiving entities must inform the consumers about these changes in law.
Moreover, the Colombian Congress enacted Law 2009 of 2019, which provides that financial institutions, including banks, which are authorized to collect public savings and charge management fees for savings accounts, debit cards and credit cards, must grant their clients access to a minimum package of products and services at no additional cost.
Abusive Contract Clauses and Practices
On May 26, 2016, the Colombian Financial Superintendency issued its Circular No. 18, which modified the then-current instructions related to abusive contract clauses and practices. The circular forbids certain practices that were considered abusive by the Colombian Financial Superintendency, as well as those practices informed by the Financial Consumer Defenders. Financial institutions were given a maximum term of six months from the entry into force of the circular to adjust their contracts and practices to its instructions.
Interruptions of Services
On August 3, 2016, the Colombian Financial Superintendency issued its External Circular No. 28, setting forth instructions applicable to all financial sector companies in connection with events that generate interruptions of services and that prevent operations from being carried out by clients. The circular aimed to guarantee that clients are informed of these interruptions and have mechanisms to guarantee the effective exercise of their rights. The circular also includes instructions related to: (i) the information that credit institutions must provide to clients when encountering interruptions in the provision of services; and (ii) the general requirements regarding security and quality of information.
Reversal of Payments
On April 11, 2016, the Colombian Ministry of Industry and Commerce issued its Decree No. 587, which added a chapter to the Unique Decree of the Commerce, Industry and Tourism Sector, Decree 1074 of 2015, and regulated Article 51 of Law 1480 of 2011. The decree establishes the conditions and procedures for reversals of payments requested by consumers, when the purchase of the goods or services was made through electronic commerce mechanisms with an electronic payment instrument such as a credit or debit card.
95
Accessibility for People with Disabilities
On March 31, 2018, the Colombian Financial Superintendency issued External Circular No. 008, which amended the Basic Legal Circular regarding the system of attention to financial consumers in situation of disability.
Securities Custodian
On January 26, 2017, the Colombian Ministry of Finance and Public Credit issued its Decree No. 119, which amended Decree No. 1068 of 2015 in relation to the general regime of foreign capital investment in Colombia and of Colombian investments abroad and other provisions regarding foreign exchange. The decree establishes that only entities such as trustee companies, broker companies and investment management companies can act as representatives of foreign portfolio investments.
Moreover, on July 26, 2019, the Colombian Ministry of Finance and Public Credit issued Decree No. 1351, which, among other matters, extends the faculties of the securities custodians so that they can act on behalf of its clients as a securities transfer agent for the management, negotiation and settlement of the operations of temporary transfer of securities (TTVs). The custodian may register transactions in the registration system and will be in charge of the guarantees and the final execution of the transaction. This Decree also allows banks to invest in securities issued by stock exchange funds whose basket is constituted solely of public debt securities issued by the Colombian government.
Specialized Electronic Deposit and Payment Institutions (Sociedades Especializadas en Depósitos y Pagos Electrónicos or SEDPE)
On December 7, 2017, the Colombian Ministry of Finance and Public Credit issued its Decree No. 2076, which amended Decree No. 2555 to, among other things: (i) provide that SEDPEs shall establish a consumer advocate to protect consumers’ rights, (ii) authorize SEDPEs the use of correspondent networks and establish rules regarding cash payments through the correspondent network, (iii) authorize SEDPEs the opening of accounts through non-presential means, and (iv) authorize SEDPEs customers to have more than one account per SEDPE.
In February 2020, the Colombian Ministry of Finance and Public Credit issued Decree 222 of 2020 that modifies Decree 2555 which regulates, among other instruments, low-amount deposits, low-amount credits, correspondents and microcredit. This decree was created to channel resources during the COVID-19 pandemic. One of the features is, among others, that people will be able to open low-amount demand deposits in SEDPEs and cooperatives with specific characteristics of the amount through a simplified procedure.
On April 11, 2020, the Colombian Financial Superintendency issued External Circular No. 15 to impart instructions related to the treatment of resources injected by the Colombian government through SEDPEs within the framework of the Solidarity Income Program. This regulatory instrument was later amended by the External Circular No. 32, to add new instructions related to abusive practices and the automatic debit.
On August 2020, the board of directors of the Financial Institutions Securities Fund (Fondo de Garantías de Instituciones Financieras) issued Resolution No. 03 of 2020 to regulate the Financial Institutions Securities Fund Insurance Policies, which cover the deposits collected through SEDPEs in the event of a compulsory administrative liquidation.
Publication of the Current Banking Interest Rate
Beginning on September 1, 2017, the Colombian Financial Superintendency started publishing the current banking interest rate (Interés Bancario Corriente) on a monthly basis, and not on a quarterly basis as previously.
Financial Conglomerates
On September 21, 2017, Law 1870 was enacted. This law establishes that financial holdings will be subject to the inspection and oversight of the Colombian Financial Superintendency under the terms of said law and of the decrees
96
issued in the future for this regulation. A financial holding is understood as any legal person or investment vehicle that exercises the first level of control or significant influence over the entities that make up the financial conglomerate. Furthermore, this law gives the Colombian Financial Superintendency the faculty to request information regarding the members of the financial conglomerate to verify if they meet requirements regarding: (i) the appropriate levels of capital; (ii) solvency margins; (iii) with exposure limits; and (iv) concentration risks. Also this law permits the Colombian Financial Superintendency to verify if each member entity of the conglomerate complies with applicable regulations in relation to: (i) risk management; (ii) internal control; (iii) disclosure of information; (iv) conflicts of interest; and (v) corporate governance. Such requirements will not be applicable if the foreign financial holding proves to the Colombian Financial Superintendency that is already subject to an equivalent regime of prudential regulation and consolidated supervision.
As a result, the Colombian Ministry of Finance and Public Credit enacted (i) Decree 246 of 2018 to provide criteria to exclude certain entities from the financial conglomerates, (ii) Decree 774 of 2018 to determine appropriate levels of capital for financial conglomerates, and (iii) Decree 1486 of 2018 to establish criteria for determining linked entities, exposure limits, risk concentration and conflicts of interest of financial conglomerates.
In addition, the Colombian Financial Superintendency issued (i) External Circular No. 012 of 2019, regarding appropriate levels of capital for financial conglomerates and (ii) External Circular No. 013 of 2019 giving instructions related to the Risk Management Framework for Financial Conglomerates (Marco de Gestión de Riesgos para los Conglomerados Financieros).
Finally, the CFS issued External Circular No. 030 of 2020, which sets forth rules applicable to related parties, exposure limits and concentration of risks of financial conglomerates. External Circular No.041 of 2020 further modifies existing rules to control aggregate exposure limits and risk concentration between entities of a financial conglomerate and their related parties.
Mutual Funds Portfolio Investments
On December 20, 2017, the Colombian Financial Superintendency issued its external Circular No. 037 which sets forth instructions with the objective of updating the existing valuation methodologies for the valuation of the assets that make up the portfolios of mutual funds.
Furthermore, on February 19, 2019, the Colombian Ministry of Finance and Public Credit issued Decree No. 232, amending Decree No. 2555, which provides rules about the election of the members of the board of directors, their duties and the conditions that companies must meet to retire from the mutual fund.
Properties and Investments of Financial Institutions
On November 30, 2017, the Colombian Financial Superintendency issued its external Circular No. 33 which amends Chapter V, Title I, Part I of the Basic Legal Circular, with the purpose of updating the accounts that compute the calculation of fixed assets and investments.
On December 19, 2019, the Colombian Financial Superintendency modified Chapter XVIII of its Basic Financial Circular to adjust the requirements for the management and measurement of risks associated to transactions in derivative operations and structured products. The financial institutions were required to implement these modifications by December 31, 2020.
In addition, in March and April of 2020, the Colombian Financial Superintendency issued instructions related to the strengthening of operational risk management and the adoption of measures to mitigate negative effects in response to the adverse financial and economic impact of the COVID-19 pandemic.
97
Withdrawal of Money
On June 9, 2017 Law 1836 was enacted. The law obliges financial institutions to provide a free form of withdrawal of money to the beneficiaries in the deposit agreements. The Colombian Financial Superintendency will be in charge of ensuring compliance with this legal duty.
Liquidation Formula for Public-Private Association Agreements
On January 15, 2018, the Colombian president signed Law 1882 of 2018, which incorporates a liquidation formula for public-private association agreements and transport infrastructure concessions, providing that if an agreement is declared void, the state-owned entity will still pay for the costs, investments and expenses actually incurred by the concessionaire. This means that the credits associated with those contracts will be entitled to receive such payments, and that the concessionaire will only have a right to receive payments after such credits are paid, but no more than the total amount of equity contributions made by its shareholders less the total amount of dividends paid to them.
Purchase of Assets and Assumption of Liabilities in the Liquidation of a Credit Establishment
On March 15, 2018, the Colombian Ministry of Finance and Public Credit issued Decree No. 521, amending Decree No. 2555, which incorporates a chapter regulating the purchase of assets and assumption of liabilities from credit institutions (Establecimientos de Crédito) under a forced liquidation process.
Access to the Financial System for Former Members of FARC
On April 2, 2018 the Colombian Financial Superintendency issued External Circular No. 005, which sets forth rules governing the integration into the financial system of former FARC members who have taken part in a process of reincorporation into civil life, and of any legal entity in which they may be part as shareholders, contributors or members.
Electronic Savings Accounts
On April 26, 2018 the Colombian Ministry of Finance and Public Credit issued Decree No. 720, amending Decree No. 2555, regarding the characteristics of the electronic savings accounts.
Capital Adequacy levels for Financial Conglomerates
On May 8, 2018 the Colombian Ministry of Finance and Public Credit issued Decree No. 774, amending Decree No. 2555, which incorporates a chapter regulating the adequate capital levels that must be complied by financial conglomerates, for which such financial institutions will have an 18 month term to comply with Decree No. 774.
Foreign Exchange
On May 25, 2018, the Central Bank of Colombia issued External Resolution 1, which repeals the previous resolutions on foreign exchange, compiling and amending different matters on this subject that where established on External Resolutions (i) 8 of 2000, (ii) 3 of 2006, (iii) 1 of 2012, (iv) 9 of 2013, (v) 6 of 2015, and (vi) 3 of 2016.
Resolution Plans and Coordination Mechanisms
On May 28, 2018 the Colombian Ministry of Finance and Public Credit issued Decree No. 923, amending Decree No. 2555, which incorporates a chapter implementing the resolution plans and coordination mechanisms, which must be presented by the entities supervised by the Colombian Financial Superintendency to foresee the strategy, resources, action guide processes and procedures adopted by these entities, in order to deal with situations of financial stress that are considered material in a timely and adequate manner.
98
Cybersecurity and Technology
On, June 5, 2018, the Colombian Financial Superintendency issued External Circular No. 007, which sets the minimum requirements that must be set by entities supervised by the Colombian Financial Superintendency in their management systems for cybersecurity risks.
In addition, in 2019, the Colombian Financial Superintendency issued the following regulations: (i) External Circular No. 005, regarding the minimum requirements for the use of cloud services by its supervised entities; (ii) External Circular No. 006, which provides instructions related to safety and quality of operations using QR codes; and (iii) External Circular No. 029, which sets forth the minimum security and quality requirements for carrying out operations, access and information for financial consumers and the use of biometric factors.
In addition, the Colombian Financial Superintendency issued External Circular 033 of 2020 which (i) regulates the minimum requirements for the management of information security and cybersecurity and (ii) defines the single taxonomy for the reporting of cybersecurity incidents by adopting the Traffic Light Protocol (TLP) for the report of cyber incidents to the Colombian regulator.
Capital Adequacy Requirements Amendment
On August 6, 2018 the Colombian Ministry of Finance and Public Credit issued Decree No. 1477, amending Decree No. 2555, regarding the capital adequacy requirements for financial institutions. Decree No. 1477 creates two complementary ratio mechanisms called (i) additional primary solvency ratio (Relación de Solvencia Básica Adicional) and (ii) leverage ratio (Relación de Apalancamiento). Additional primary solvency ratio is defined as the sum of the ordinary primary capital net of deductions and the additional primary capital, divided by the value of the weighted assets by their level of credit and market risk. The additional primary solvency of a financial institution must be at least 6%. In the case of the leverage ratio, this term is defined as the sum of the ordinary primary capital net of deductions and the additional primary capital, divided by the leverage value. This leverage ratio must be at least 3%.
Furthermore, Decree No. 1477 added the following buffers (Colchones), in order to increase both the quality and the amount of capital, to provide greater coverage to the risks assumed by the entity:
| ● | Conservation Buffer (Colchón de Conservación): 1.5% of RWA covered with ordinary primary capital; |
| ● | Buffer for entities of systemic importance (Colchón para las Entidades con Importancia Sistémica): 1.0% of RWA covered with ordinary primary capital; and |
| ● | Combined Buffer (Colchón Combinado). |
In addition, on August 6, 2019, the Colombian Ministry of Finance and Public Credit issued Decree No. 1421, amending Decree No. 2555, regarding capital adequacy requirements by operational risk for credit institutions. This Decree, among other matters, provides a formula for calculating the operational exposure value, using a business indicator (indicador de negocio) multiplied by the coefficient of operational risk (coeficiente de riesgo operacional) and by the internal loss (indicador de pérdida interna).
Financial institutions were required to comply with Decrees No. 1477 and No. 1421 no later than January 1, 2021, except on the matters regarding the additional primary solvency ratio and the buffers, which will have a gradual implementation in a four-year term, from January 2021 until January 2024.
Investments in Companies of Innovation and Financial Technology
On December 27, 2018, the Colombian Ministry of Finance and Public Credit issued Decree No. 2443, amending Decree No. 2555, authorizing credit establishments to invest in companies, which sole purpose is to develop and /or apply innovations and technology related to the corporate purpose of the investing credit establishment.
99
Draft Bill Presented to the Colombian Congress for the Modernization of Payment Systems and Capital Markets Development
On March 23, 2021, the Colombian Ministry of Finance and Public Credit presented a bill to the Colombian Congress. The bill was based on the Colombian public policy for a greater development of the financial system between 2020 and 2025 and also in accordance with the recommendations of the 2019 Capital Market Mission. The bill is divided into four major chapters: (i) promote payment systems and financial inclusion; (ii) develop the capital markets; (iii) modernize some subsectors of the financial system and (iv) strengthen the institutional framework of the financial authorities, according to the Ministry of Finance and Public Credit. Thus, it is proposed that there be a single regulator with greater capacities to promote universal, efficient and secure access to payment systems. The Ministry of Finance and Public Credit, with the support of the Financial Regulation Unit (URF), will have a broad authority for this purpose. Likewise, the supervision of payment actors is assigned to the Colombian Financial Superintendency to ensure a homogeneous standard. In addition, it is proposed to update the subsidy dispersal scheme in accordance with the experience acquired during the COVID-19 pandemic, in order to improve the targeting of public policy and make the actions of the Colombian Government more efficient. Currently such reform is being discussed in the Third Commission of the Colombian Congress under Project of Law 413 of 2021, and it is expected to be approved during the second quarter of 2022.
Advisory Regime Regulation
On April 17, 2018, the Colombian Presidency issued Decree 661 of 2018, which regulates the advisory regime for financial entities advising on investment decisions and the instruments required for investors to be able to make investment decisions. This regulation provides a transition period for its application and is expected to become binding as of June 2022.
Controlled Area for Financial Innovation Activities
On August 26, 2021, the Colombian Financial Superintendency issued External Circular No. 0016, 2021 to include Chapter VIII of Title I, Part I of the Basic Legal Circular, which sets out the parameters related to the provisions applicable in the controlled test area for financial innovation activities. This new chapter of the Basic Legal Circular establishes guidelines on (i) accessing the controlled area, (ii) the request of authorization to operate within the controlled area, and (iii) finalization of the operation in the controlled area.
SELECTED STATISTICAL INFORMATION
The following information is included for analytical purposes and should be read in conjunction with our consolidated financial statements as well as “Item 5. Operating and Financial Review and Prospects.” Unless otherwise indicated, financial data in the following tables as of December 31, 2019, 2020 and 2021 has been expressed in Chilean pesos as of December 31, 2021. The UF is linked to, and is adjusted daily to reflect changes in, the previous month’s CPI.
Average Balance Sheets, Income Earned From Interest-Earning Assets and Interest Paid on Interest Bearing Liabilities
The average balances for interest-earning assets and interest bearing liabilities, including interest and readjustments received and paid, have been calculated on the basis of monthly balances on an unconsolidated basis. Unless otherwise set forth herein, such average balances as they apply to the operations of our subsidiaries were calculated on the basis of month-end balances. Such average balances are presented in Chilean pesos, in UFs and in foreign currencies (principally US$).
The nominal interest rate has been calculated by dividing the amount of interest and principal readjustment due to changes in the UF index (gain or loss) during the period by the related average balance, both amounts expressed in
100
Chilean pesos. The nominal rates calculated for each period have been converted into real rates using the following formulas:
Rp= | 1 + Np | -1 | Rd= | (1 + Nd)(1 + D) | -1 |
1 + I | 1+I |
Where:
Rp= real average interest rate for Chilean peso-denominated assets and liabilities (in Ch$ and UF) for the period,
Rd= real average interest rate for foreign currency denominated assets and liabilities for the period,
Np= average nominal interest rate for Chilean peso-denominated assets and liabilities for the period,
Nd= average nominal interest rate for foreign currency denominated assets and liabilities for the period,
D= devaluation rate of the Chilean peso to the U.S. dollar for the period, and
I= inflation rate in Chile for the period (based on the variation of the Chilean consumer price index).
The real interest rate can be negative for a portfolio of Chilean peso-denominated loans when the inflation rate for the period is higher than the average nominal rate of the loan portfolio for the same period. A similar effect could occur for a portfolio of foreign currency denominated loans when the inflation rate for the period is higher than the sum of the devaluation rate for the period and the corresponding average nominal rate of the portfolio. The formula for the average real rate for foreign currency denominated assets and liabilities (Rd) reflects a gain or loss in purchasing power caused by the difference between the devaluation rate of the Chilean peso and the inflation rate in Chile during the period.
The following example illustrates the calculation of the real interest rate for a dollar-denominated asset bearing a nominal annual interest rate of 10% (Nd = 0.10), assuming a 5% annual devaluation rate (D = 0.05) and a 12% annual inflation rate (I = 0.12):
Rd= | (1 + 0.10)(1 + 0.05) | -1= 3.125% per year |
1 + 0.12 |
In the example, since the inflation rate was higher than the devaluation rate, the real rate is lower than the nominal rate in dollars. If, for example, the annual devaluation rate were 15%, using the same numbers, the real rate in Chilean pesos would be 12.9%, which is higher than the nominal rate in U.S. dollars. Using the initial example, if the annual inflation rate were greater than 15.5%, the real rate would be negative.
Interest and average balances have been calculated by taking into consideration the following:
| ● | Foreign exchange gains or losses on foreign currency denominated assets and liabilities have not been included in interest income or expense; |
| ● | Interest on financial investments does not include trading gains or losses on these investments; |
| ● | Past due loans only include the payments that are 90 or more days overdue, and do not include the portion of such loan that is not overdue (principal amount) or those payments which are less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan. This practice differs from that normally followed in the United States where the amount classified as past due would include the total principal, payments and interest on all loans which have any portion overdue; |
101
| ● | Penalty interest is not recognized on past due payments (loans with more than one payment) or past due loans (one payment); |
| ● | The interest earned from past due loans is only the proportion of interest earned on each of these payments. We do not accrue penalty interest on these payments; |
| ● | Loans that are not yet 90 days or more overdue have been included in each of the various categories of loans, and affect the various averages; |
| ● | Non-performing commercial loans (those loans which do not accrue interest) consist of loans included in Categories C4-C6 and loans (or portions thereof) that are overdue; |
| ● | Included in loans and receivables to banks are interbank deposits maintained in the Central Bank of Chile and foreign banks. Such assets have a distorting effect on the average interest rate earned on total interest-earning assets because currently balances maintained in Chilean peso amounts do not earn interest, and the only balances held in a foreign currency that earn interest are those maintained in U.S. dollars, but those only earn interest on the amounts that are legally required to be held for liquidity purposes. Additionally, this account includes interest earned by overnight investments. Consequently, the average interest earned on such assets is comparatively low. We maintain these deposits in these accounts to comply with statutory requirements and to facilitate international business, rather than to earn income; and |
| ● | The monetary gain or loss on interest-earning assets and interest bearing liabilities is not included as a component of interest income or interest expense because inflation effects are taken into account in the calculation of real interest rates. |
102
The following tables show, by currency of denomination, average balances and, where applicable, interest amounts, nominal rates and rates for our assets and liabilities for the years ended December 31, 2019, 2020 and 2021.
Year Ended December 31, |
| ||||||||||||||||||||||||
2019 | 2020 | 2021 |
| ||||||||||||||||||||||
| Average | Average | Average |
| |||||||||||||||||||||
Average | Interest | Nominal | Average | Average | Interest | Nominal | Average | Average | Interest | Nominal | Average |
| |||||||||||||
| Balance |
| Earned |
| Rate |
| Yield |
| Balance |
| Earned |
| Rate |
| Yield |
| Balance |
| Earned |
| Rate |
| Yield | ||
(in millions of Ch$ except for percentages) | |||||||||||||||||||||||||
INTEREST EARNING ASSETS | |||||||||||||||||||||||||
Deposits in Central Bank | |||||||||||||||||||||||||
Ch$ |
| 93,607 |
| — |
| — | (2.5) |
| 1,326,438 | 2,708 | 0 | % | (2.7) | % | 1,215,013 | 7,255 | 0.6 | % | (6.2) | % | |||||
UF |
| — |
| — |
| — | (3) |
| — | — | — | — | % | — | — | — | — | ||||||||
Foreign currency |
| 16,902 |
| — |
| — | 10.2 | % | 25,104 | 861 | 3 | % | 8.2 | % | 53,529 | 7 | 0.0 | % | 8.1 | % | |||||
Total |
| 110,509 |
| — |
| — | % | (0.6) | % | 1,351,542 |
| 3,569 |
| 0 | % | (2.5) | % | 1,268,542 |
| 7,262 |
| 0.6 | % | (5.6) | % |
Financial investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Ch$ |
| 1,234,023 |
| 36,786 |
| 3.0 | % | 0.4 | % | 2,082,428 | 24,088 | 1.2 | % | (1.8) | % | 2,259,447 | 20,687 | 0.9 | % | (5.9) | % | ||||
UF |
| 537,620 |
| 17,979 |
| 33 | % | 0.7 | % | 735,578 | 22,051 | 3.0 | % | — | % | 678,188 | 44,918 | 6.6 | % | (0.5) | % | ||||
Foreign currency |
| 1,057,750 |
| 39,888 |
| 38 | % | 14.4 | % | 964,450 | 32,899 | 3.4 | % | 8.2 | % | 853,317 | 24,679 | 2.9 | % | 11.2 | % | ||||
Total |
| 2,829,393 |
| 94,653 |
| 3.3 | % | 5.7 | % | 3,782,456 |
| 79,038 |
| 2.1 | % | 1.1 | % | 3,790,952 |
| 90,284 |
| 2.4 | % | (1.1) | % |
Total loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Ch$ |
| 6,070,912 |
| 553,481 |
| 9.1 | % | 6.4 | % | 6,456,845 | 475,776 | 7.4 | % | 4.2 | % | 6,580,264 | 437,650 | 6.7 | % | (0.5) | % | ||||
UF |
| 8,339,123 |
| 476,859 |
| 5.7 | % | 3.0 | % | 8,911,447 | 449,809 | 5.0 | % | 2.0 | % | 9,321,694 | 717,486 | 7.7 | % | 0.5 | % | ||||
Foreign currency |
| 7,829,584 |
| 628,795 |
| 8.0 | % | 19.0 | % | 8,093,776 | 530,497 | 6.6 | % | 11.5 | % | 7,453,100 | 420,819 | 5.6 | % | 14.2 | % | ||||
Total |
| 22,239,619 |
| 1,659,135 |
| 7.5 | % | 9.6 | % | 23,462,068 |
| 1,456,082 |
| 6.2 | % | 5.9 | % | 23,355,058 |
| 1,575,955 |
| 6.7 | % | 4.6 | % |
Interbank loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Ch$ |
| 99,005 |
| 2,564 |
| 2.6 | % | — | % | 84,917 | 736 | 0.9 | % | (2.1) | — | — | — | — | |||||||
UF |
| — |
| — |
| — | — |
| — | — | — | % | — |
| — | — | — | — | |||||||
Foreign currency |
| 93,205 |
| 1,797 |
| 1.9 | % | 12.3 | % | 55,626 | 805 | 1.4 | % | 6.2 | % | 55,623 | 621 | 1.1 | % | 9.3 | % | ||||
Total |
| 192,210 |
| 4,361 |
| 2.3 | % | 6.0 | % | 140,543 |
| 1,541 |
| 1.1 | % | 1.2 | % | 55,623 |
| 621 |
| 1.1 | % | 9.3 | % |
Investment under resale agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Ch$ |
| 64,142 |
| 1,451 |
| 2.3 | % | (0.3) | % | 85,353 | 1,959 | 2.3 | % | (0.7) | % | 124,143 | 2,822 | 2.3 | % | (4.6) | % | ||||
UF |
| — |
| — |
| — | — |
| — | — | — | — |
| — | — | — | — | ||||||||
Foreign currency |
| 68,774 |
| 3,543 |
| 5.2 | % | 15.9 | % | 63,936 | 1,608 | 2.5 | % | 7.3 | % | 51,120 | 890 | 1.7 | % | 10.0 | % | ||||
Total |
| 132,916 |
| 4,994 |
| 3.8 | % | 8.1 | % | 149,289 |
| 3,567 | 2.4 | % | 2.7 | % | 175,263 |
| 3,712 | 2.1 | % | (0.4) | % | ||
Other interest earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Ch$ |
| 122,904 |
| 455 |
| 0 | % | (2.2) | % | 229,507 | 383 | 0.2 | % | (2.8) | % | 92,451 | 128 | 0.1 | % | (6.6) | % | ||||
UF |
| — |
| — |
| — | — |
| — | — | — | — |
| — | — | — | — | ||||||||
Foreign currency |
| 845,938 |
| 10,042 |
| 0.9 | % | 11.2 | % | 1,077,850 | 5,494 | 0.5 | % | 5.2 | % | 1,459,104 | 9,540 | 0.7 | % | 8.8 | % | ||||
Total |
| 968,842 |
| 10,497 |
| 1.1 | % | 9.5 | % | 1,307,357 |
| 5,877 | 0.4 | % | 3.8 | % | 1,551,555 |
| 9,668 | 0.6 | % | 7.9 | % | ||
Total interest earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Ch$ |
| 7,684,592 |
| 594,737 |
| 7.7 | % | 5.0 | % | 10,265,488 | 505,650 | 4.9 | % | 1.9 | % | 10,271,318 | 468,542 | 4.6 | % | (2.5) | % | ||||
UF |
| 8,876,743 |
| 494,838 |
| 5.6 | % | 2.9 | % | 9,647,025 | 471,860 | 4.9 | % | 1.8 | % | 9,999,882 | 762,404 | 7.6 | % | 0.4 | % | ||||
Foreign currency |
| 9,912,152 |
| 684,065 |
| 6.9 | % | 17.8 | % | 10,280,742 | 572,164 | 5.6 | % | 10.5 | % | 9,925,793 | 456,556 | 4.6 | % | 13.0 | % | ||||
Total |
| 26,473,487 |
| 1,773,640 |
| 6.7 | % | 9.1 | % | 30,193,255 |
| 1,549,674 |
| 5.1 | % | 4.8 | % | 30,196,993 |
| 1,687,502 |
| 5.6 | % | 3.6 | % |
103
Year Ended December 31, | ||||||||||||||||||||||||
2019 | 2020 | 2021 | ||||||||||||||||||||||
| Average | Average | Average | |||||||||||||||||||||
Average | Interest | Nominal | Average | Average | Interest | Nominal | Average | Average | Interest | Nominal | Average | |||||||||||||
| Balance |
| Earned |
| Rate |
| Yield |
| Balance |
| Earned |
| Rate |
| Yield |
| Balance |
| Earned |
| Rate |
| Yield | |
(in millions of Ch$) | ||||||||||||||||||||||||
NON-INTEREST EARNING ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ch$ |
| 467,947 |
| — |
| — |
| — |
| 434,581 |
| — | — |
| — |
| 407,543 |
| — | — |
| — | ||
UF |
| — |
| — |
| — |
| — |
| — |
| — | — |
| — |
| — |
| — | — |
| — | ||
Foreign currency |
| 382,741 |
| — |
| — |
| — |
| 306,202 |
| — | — |
| — |
| 307,298 |
| — | — |
| — | ||
Total |
| 850,688 |
| — |
| — |
| — |
| 740,783 |
| — | — |
| — |
| 714,841 |
| — | — |
| — | ||
Allowance for loan losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Ch$ |
| (429,010) |
| — |
| — |
| — |
| (551,386) |
| — | — |
| — |
| (542,693) |
| — | — |
| — | ||
UF |
| (2,189) |
| — |
| — |
| — |
| (2,262) |
| — | — |
| — |
| (2,683) |
| — | — |
| — | ||
Foreign currency |
| (275,235) |
| — |
| — |
| — |
| (281,992) |
| — | — |
| — |
| (279,013) |
| — | — |
| — | ||
Total |
| (706,434) |
| — |
| — |
| — |
| (835,640) |
| — | — |
| — |
| (824,389) |
| — | — |
| — | ||
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Ch$ |
| 40,238 |
| — |
| — |
| — |
| 35,482 |
| — | — |
| — |
| 31,105 |
| — | — |
| — | ||
UF |
| — |
| — |
| — |
| — |
| — |
| — | — |
| — |
| — |
| — | — |
| — | ||
Foreign currency |
| 16,340 |
| — |
| — |
| — |
| 21,137 |
| — | — |
| — |
| 22,629 |
| — | — |
| — | ||
Total |
| 56,578 |
| — |
| — |
| — |
| 56,619 |
| — | — |
| — |
| 53,734 |
| — | — |
| — | ||
Derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Ch$ |
| 1,473,720 |
| — |
| — |
| — |
| 2,738,668 |
| — | — |
| — |
| 1,949,562 |
| — | — |
| — | ||
UF |
| 219,004 |
| — |
| — |
| — |
| 361,193 |
| — | — |
| — |
| 227,722 |
| — | — |
| — | ||
Foreign currency |
| 472,664 |
| — |
| — |
| — |
| 1,211,278 |
| — | — |
| — |
| 703,530 |
| — | — |
| — | ||
Total |
| 2,165,387 |
| — |
| — |
| — |
| 4,311,139 |
| — | — |
| — |
| 2,880,814 |
| — | — |
| — | ||
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Ch$ |
| 2,029,886 |
| — |
| — |
| — |
| 1,713,607 |
| — | — |
| — |
| 1,411,612 |
| — | — |
| — | ||
UF |
| 161,027 |
| — |
| — |
| — |
| 64,946 |
| — | — |
| — |
| 13,764 |
| — | — |
| — | ||
Foreign currency |
| 728,780 |
| — |
| — |
| — |
| 1,097,310 |
| — | — |
| — |
| 839,525 |
| — | — |
| — | ||
Total |
| 2,919,693 |
| — |
| — |
| — |
| 2,875,863 |
| — | — |
| — |
| 2,264,901 |
| — | — |
| — | ||
Total non-interest earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Ch$ |
| 3,582,782 |
| — |
| — |
| — |
| 4,370,952 |
| — | — |
| — |
| 3,257,129 |
| — | — |
| — | ||
UF |
| 377,841 |
| — |
| — |
| — |
| 423,877 |
| — | — |
| — |
| 238,803 |
| — | — |
| — | ||
Foreign currency |
| 1,325,290 |
| — |
| — |
| — |
| 2,353,935 |
| — | — |
| — |
| 1,593,969 |
| — | — |
| — | ||
Total |
| 5,285,913 |
| — |
| — |
| — |
| 7,148,764 |
| — | — |
| — |
| 5,089,901 |
| — | — |
| — | ||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Ch$ |
| 11,267,374 |
| 594,737 |
| — |
| — |
| 14,636,440 |
| 505,650 |
| — |
| — |
| 13,528,447 |
| 468,542 |
| — |
| — |
UF |
| 9,254,584 |
| 494,838 |
| — |
| — |
| 10,070,902 |
| 471,860 |
| — |
| — |
| 10,238,685 |
| 762,404 |
| — |
| — |
Foreign currency |
| 11,237,442 |
| 684,065 |
| — |
| — |
| 12,634,677 |
| 572,164 |
| — |
| — |
| 11,519,762 |
| 456,556 |
| — |
| — |
Total |
| 31,759,400 |
| 1,773,640 |
| — |
| — |
| 37,342,019 |
| 1,549,674 |
| — | — |
| 35,286,894 |
| 1,687,502 |
| — | — | ||
104
Year Ended December 31, | |||||||||||||||||||||||||
2019 | 2020 | 2021 | |||||||||||||||||||||||
Average | Average | Average | Average | Average | Average | ||||||||||||||||||||
Average | Interest | Nominal | Paid | Average | Interest | Nominal | Paid | Average | Interest | Nominal | Paid | ||||||||||||||
| Balance |
| Paid |
| Rate |
| Rate |
| Balance |
| Paid |
| Rate |
| Rate |
| Balance |
| Paid |
| Rate |
| Rate | ||
| (in millions of Ch$ except for percentages) | ||||||||||||||||||||||||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
INTEREST BEARING LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Time Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Ch$ |
| 6,982,682 |
| 207,951 |
| 3.0 | % | 0.4 | % | 8,417,414 |
| 140,558 |
| 1.7 | % | (0.9) | % | 6,712,461 |
| 76,813 |
| 1.1 | % | (5.6) | % |
UF |
| 430,140 |
| 24,087 |
| 5.6 | % | 2.9 | % | 403,581 |
| 23,615 |
| 5.9 | % | 3.2 | % | 426,302 |
| 41,344 |
| 9.7 | % | 2.3 | % |
Foreign currency |
| 3,199,175 |
| 145,052 |
| 4.5 | % | 9.8 | % | 3,374,784 |
| 103,309 |
| 3.1 | % | 8.3 | % | 3,183,277 |
| 54,347 |
| 1.7 | % | 9.9 | % |
Total |
| 10,611,997 |
| 377,090 |
| 3.6 | % | 3.3 | % | 12,195,779 |
| 267,482 |
| 2.2 | % | 1.8 | % | 10,322,040 |
| 172,504 |
| 1.7 | % | (0.5) | % |
Central Bank borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Ch$ |
| — |
| — |
| — | — |
| 1,539,759 |
| 7,162 |
| 1 | % | (2) | % | 2,794,810 |
| 13,903 |
| 0.5 | % | (6.3) | % | |
UF |
| — |
| — |
| — | — |
| — |
| — |
| — | — | — |
| — |
| — | — | |||||
Foreign currency |
| — |
| — |
| — | — |
| — |
| — |
| — | — | & | ||||||||||