Team size: 22

How do you approach managing legal aspects during periods of instability or crisis, and how does your legal strategy align with the broader business strategy to ensure the organization’s resilience?

I have spent most of my last 8 years as general counsel and compliance officer helping organisations to understand how to lead a successful crisis management for multinational corporations (from financial stress, reorganisations, Chapter 11, operational crisis to hackers, among others). It is not only about legal compliance, but it is also about protecting the life of our business, its reputation and the health of employees in some other cases. There are key areas that a business should focus on, such as identifying risks (stakeholders, providers, industry regulations, contractual obligations, insurances, human resources, data protection) and managing communications effectively.

Based on my experience, when dealing with these issues, the key is acting pre-emptively instead of reactively. This requires a deep understanding of regulatory frameworks relevant for your company, which means that non-compliance can lead to substantial penalties and a complete damage of reputation, and impact significantly business continuity. Consequently, a company should put in place a crisis protocol and committee that will check the origin and veracity of information, work hard to detect the potential effects coming from the crisis in all the company’s areas (products, finance, labour relations, operations, IP/IT). Moreover, a company should have a legal strategy that develops various scenarios likely to surface during a crisis to trigger contingency plans. Reputational problems should not damage customer trust, nor the relationship between top leaders of the company with employees. In addition, unions and employees must be kept duly and timely informed of the crisis. This is reason why the company must train employees for eventual crisis scenarios and the legal areas should have exercise plans (e.g. role play trainings) to appropriately react to possible crisis.

With respect to contractual obligations, I strongly believe that the legal department must have special-purpose guidelines highlighting any clauses triggering additional duties amidst a crisis, such as dispute resolution clauses in essential agreements with providers / OEMs, work force available to react in this type of periods, force majeure provisions or disaster recovery stipulations and reports to regulators. Having these guideline enables the legal department to plan effectively, ensuring compliance under all circumstances, especially with terms and conditions of insurance policies.

Additionally, an effective general counsel must secure information, including regular backups in Chile and abroad, encryption methods, access controls, and well-defined incident response plans. Furthermore, the Bank must keep records. They serve as evidence demonstrating due diligence, which may prove beneficial if the company faces any post-crisis litigation and provide a solid defence against claims resulting from massive data breaches, among other present-day crisis responses.

Finally, our duty as general counsel is to create a communications protocol, identifying key spokespersons, establishing channels for effective internal and external communications, and preparing pre-approved messages with clients, employees, market, regulators, and other stakeholders. The end purpose is a commitment towards resolving the issue. Clients, employees, regulators and all relevant stakeholders must be reassured that when facing a crisis, the company´s management provides the best response possible.

What measures has your company taken to embed sustainability practices into its core business operations, and how does the role of the general counsel contribute to driving and ensuring sustainable practices within the company?

At Banco Ripley (Banco) we have devised a Sustainability Strategy, which provides clear guidelines in environmental, social and governance (ESG) areas, most notably including:

The Banco has strongly promoted digitalisation of its applications and processes, allowing customers to access its services anytime and anywhere with the device of their choice or in person at the branch network or at the self-service totems in Ripley stores. In addition, all banking transactions can be carried out online, such as opening a demand account and generating 100% digital credit and debit cards. This also contributes to a reduction in waste generation since 75% of account statements are paperless. In fact, last April the Banco won the e-commerce award as the best digital bank, awarded by the Santiago Chamber of Commerce.

Corta y Clara financial outreach program, which makes it easy and fun to understand the language of finance. This year, this program will expand further by conducting workshops that teach about financial and personal welfare through the “Financity” game in Inacap institutes in Santiago (a prestigious higher professional educational institution in Chile), with the support of volunteers from the Banco.

Unstoppable Women Program, which enhances the career and leadership advancement of our female associates. This year, Ripley will implement a mentoring program with WoomUp, in which 40 women will participate. No more bullying campaigns in schools together with the national hockey team. We reached B category in the Pride Connection assessment during 2024.

Ripley has a robust corporate volunteer program that seeks to contribute to the well-being of the planet and the quality of life of people through various initiatives and alliances: Teletón, Fundación Basura, Coaniquem, Corta y Clara and Conecta Mayor.

In April, Ripley began our first carbon footprint measurement, measuring the greenhouse gases of Ripley and Banco Ripley. Scope 1 and 2 were measured, and in scope 3 it measured employee transportation and waste management.

To make further progress in the use of Non-Conventional Renewable Energies (NCRE), Ripley has set itself the goal of encouraging their usage and reducing energy expenditure. The goal is to have 80% of our electricity supply coming from renewable energy sources.

Computer and electronic equipment that cannot be put to a new use is collected and delivered for recycling each of its parts, which is also an IT protocol.