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The following is an excerpt from a 20-F/A SEC Filing, filed by CONCHA Y TORO WINERY INC on 7/27/2006.
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CONCHA Y TORO WINERY INC - 20-F/A - 20060727 - DIRECTORS_AND_OFFICERS

ITEM 6:

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.  Directors and Senior Management

          The Company is managed by a Board of Directors consisting of seven Directors.  The entire Board of Directors is elected every three years at an annual general shareholders’ meeting.  Directors are not subject to term limits.  If a vacancy occurs, the Board of Directors elects a temporary director to fill the vacancy until the next regularly scheduled meeting of shareholders in which Directors are elected, and at which time the entire Board of Directors will be elected for a new three-year term.  The Company’s By-Laws provide that directors need not be shareholders.

          The following table lists each director of the Company, his current position, his age as of May 31, 2006, years with the Company and year of appointment to the Board of Directors:

Name

 

Position

 

Age at May 31,
2006

 

Years with
the
Company

 

Current
Position
Held
Since

 


 



 



 



 



 

Directors:

 

 

 

 

 

 

 

 

 

 

 

 

 

Alfonso Larraín Santa María

 

 

Chairman

 

 

69

 

 

36

 

 

1998

 

Rafael Guilisasti Gana

 

 

Vice Chairman

 

 

52

 

 

27

 

 

1998

 

Mariano Fontecilla de Santiago Concha

 

 

Director

 

 

81

 

 

31

 

 

1995

 

Francisco Marín Estévez

 

 

Director

 

 

67

 

 

23

 

 

1982

 

Pablo Guilisasti Gana

 

 

Director

 

 

51

 

 

1

 

 

2005

 

Sergio de la Cuadra Fabres

 

 

Director

 

 

64

 

 

1

 

 

2005

 

Christian Skibsted-Hansen Cortés

 

 

Director

 

 

42

 

 

1

 

 

2005

 

          The following provides biographical information about the Directors of the Company.

Alfonso Larraín, Chairman
Joined the Company as a director in 1968.  General Manager from 1973 to 1989 and Vice-Chairman from 1989 to 1998.  In his long career at the winery, he has worked on implementing an aggressive policy of opening up new markets.  When he became Chairman in September 1998, the Company’s focus changed to one of enhancing its prestige in its major markets as a producer of fine wines.  He is also director of Viñedos Emiliana and the Santiago Chamber of Commerce and is the President of Fundación Cultura Nacional.

Rafael Guilisasti Gana, Vice Chairman
Rafael Guilisasti has been a director and vice-chairman of the board of Viña Concha y Toro since September 1998. Mr. Guilisasti has a wide and outstanding experience in the Chilean wine industry. He joined Viña Concha y Toro in 1977 and became its Export Manager between 1985 and 1998, a period of great expansion for the Company in the international markets. He was chairman of Viñas de Chile between 1986 and 2003, an industry association bringing together approximately 85% of the Chilean wine-producers and whose object is to promote Chilean wines in the international markets and review political and legal matters affecting the Chilean wine industry. At the present time, Rafael Guilisasti is a director of Viñas de Chile.

His experience in the financial area includes the position of chief executive officer of Viñedos Emiliana S.A., a company mainly focused on wine exports, director of Frutícola Viconto, a fruit exporting company and director of Viña Almaviva. In April 2005, he was elected as First Vice-President of the Elective Council of Sociedad de Fomento Fabril (the Chilean manufacturers’ association).

Mariano Fontecilla De Santiago Concha, Director
Law studies.  Former Chilean ambassador to Norway, Spain and Italy.  Direct descendant of the first Marqués de Casa Concha and of the founder of the Company, Don Melchor Concha y Toro.  Made an honorary member of the Chilean Brotherhood of Wine for his contribution to Chilean wines. Director of the Company for several periods, initially in 1949 yet most recently since 1995.  President of Viñedos Emiliana between 1998 and 2004.

47


Francisco Marín Estévez, Director
Agricultural Engineer.  Broad experience in the private sector.  He has served as director of the Company since 1982.

Pablo Guilisasti Gana, Director
Commercial Engineer.  Chairman of Frutícola.  Since 1986 he has been in charge of Frutícola, a former subsidiary of the Company, the shares of which were distributed to the existing shareholders of the Company in 1986.  Frutícola produces, markets and exports fresh and frozen fruits and vegetables.  Between 1998 and 2004 he was Director of Viñedos Emiliana. He also contributes as director of the Fundación para el Crecimiento Matrimonial (Foundation for Marriage Growth); director of the Fundación Ayuda y Esperanza (Aid and Hope Foundation) and advisor to the Fundación Juan Pablo II (John Paul II Foundation).

Sergio de la Cuadra Fabres, Director
Mr De la Cuadra is a Commercial Engineer from the Pontificia Universidad Católica de Chile, M.A. and Ph.D.© from the University of Chicago (1968). His broad and outstanding professional career includes the country’s most important monetary institutions, particularly as director, vice president and president of the Banco Central de Chile (Central Bank of Chile) and as Minister of Finance in 1982. Mr. De la Cuadra has also been a director of the Chilean Electronic Stock Exchange and an international consultant to several Latin American countries. 

Currently he is also a director of other well-known Chilean companies like Pesquera Itata S.A., Industrias Ceresita S.A., Nibsa S.A., Banco Monex and Petroquim S.A., and is a member of the Council of the Economics and Administrative Sciences Faculty of the Pontificia Universidad Católica de Chile.

Nils Christian Skibsted-Hansen Cortés, Director
Mr. Skibsted is a commercial engineer and MBA from the Universidad Adolfo Ibáñez. He is currently the executive director of Mifactory Venture Capital Fund, Latin America. During his professional career, he has worked in companies like Procter & Gamble, and Monsanto/Gargiulo Inc. where he was the South American Operations Director. He has also developed several projects in the real estate sector.

Senior Management

          The following table lists each executive officer of the Company, his current position, his age as of May 31, 2006, years with the Company and year of appointment as an executive officer:

Name

 

Position

 

Age at
May 31,
2006

 

Years
with the
Company

 

Current
Position
Held Since

 


 



 



 



 



 

Eduardo Guilisasti Gana

 

 

General Manager (Chief Executive Officer)

 

 

53

 

 

27

 

 

1989

 

Goetz Von Gersdorff

 

 

Technical Director

 

 

78

 

 

43

 

 

1993

 

Andrés Larraín Santa María

 

 

Agricultural Manager

 

 

67

 

 

32

 

 

1978

 

Carlos Saavedra Echeverría

 

 

Engineering and New Projects Manager

 

 

61

 

 

32

 

 

1992

 

Osvaldo Solar Venegas

 

 

Administration and Finance Manager (Chief Financial Officer)

 

 

44

 

 

18

 

 

1992

 

Cristián Ceppi Lewin

 

 

Export Manager South Zone

 

 

39

 

 

15

 

 

2001

 

Thomas Domeyko Cassel

 

 

Export Manager North Zone

 

 

39

 

 

12

 

 

2001

 

José Antonio Manasevich G.

 

 

Operations Manager

 

 

40

 

 

13

 

 

1996

 

Carlos Halaby Riadi

 

 

Oenology Manager

 

 

53

 

 

16

 

 

1997

 

Enrique Tirado Santelices

 

 

Head Oenologist Don Melchor

 

 

39

 

 

13

 

 

2001

 

Daniel Duran Urízar

 

 

Technology and Information Manager

 

 

34

 

 

11

 

 

2001

 

Isabel Guilisasti Gana

 

 

Marketing Manager Origin Wines

 

 

48

 

 

9

 

 

2004

 

Giancarlo Bianchetti G.

 

 

Marketing Manager Global Brands

 

 

34

 

 

6

 

 

2004

 

The following provides biographical information about the executive officers of the Company.

48


Eduardo Guilisasti Gana, Chief Executive Officer
Civil Engineer.  Joined the Company in 1978 as Commercial Manager.  Appointed CEO in 1989.  Under his leadership the Company initiated a broad vineyard and cellar-oriented investment plan and expansion in the export markets.  Highlights of this period include the Company’s consolidation of a worldwide sales network that includes 110 countries and the strengthening of the leadership position in the sale of fine wines in each market segment and the strong growth and increase in the market value of the Company.  In addition, through the adoption of viticulture research and technology, the winery has transformed into a leader in the industry.  He is a director of Viña Almaviva.

Goetz Von Gersdorff, Technical Director
Oenologist.  Following his studies and practical experience in Germany and oenology positions at two Chilean wineries, Goetz Von Gersdorff joined the Company in 1962 as head oenologist.  Throughout his long career, he has participated in the creation of new premium and sparkling wines.  He has been Technical Director since 1993 and oversees the quality control of wines as well as the technical progress and development of the Oenology Department.

Andrés Larraín Santa María, Agricultural Manager
Agriculture Manager since 1978 and responsible for advancing new grape-types and plantings as well as running of every vineyard.  Directs a multidisciplinary team including executives, technicians, administrative staff and skilled labor.  He is a director of Frutícola.

Carlos Saavedra Echeverría, Engineering and New Projects Manager
Began his career in charge of the Company’s Imports Division in 1973.  Appointed head of the Supply, Maintenance and Haulage Department in 1974.  Contributed to the planning of the Pirque bottling plant.  Appointed Production Manager in 1992.  In 1997, he was appointed Engineering and Projects Manager.

Osvaldo Solar Venegas, Chief Financial Officer
Commercial Engineer.  Has been in charge of financial matters since 1992, initially as Financial Manager and since September 1996, as Administration and Financial Manager.  Duties include managing and developing the financial information, human resources, accounting and administrative divisions.  He is a director of Industria Corchera.

Cristián Ceppi Lewin, Export Manager South Zone
Commercial Engineer.  Began his career at the Company as Product Manager for the Fressco and Tocornal ranges.  Assumed the position of Marketing Sub-Manager for liquors and in 1992 became Marketing Sub-Manager for popular wines. Held the position of Marketing Manager from 1994 to 1996.  Commercial Manager until assuming the position of General Manager at Comercial Peumo S.A.  In December 2000, he was appointed Export Manager for the South Zone.

Thomas Domeyko Cassel, Export Manager North Zone
Commercial Engineer.  Joined the Company in January 1994 as Deputy CFO.  Appointed International Business Manager in 1996.  Moved to Mendoza, Argentina in 1997 as General Manager of Viña Trivento.  Appointed Export Manager for the North Zone in December 2000.

José Antonio Manasevich, Operations Manager
Civil Engineer.  Joined the Company as financial analyst in 1992.  Became Sub-Manager of Planning and Development before assuming the position of Operations Sub-Manager.  Operations Manager since 1996.  Responsibilities include the logistical processes of supply, bottling and client dispatch.  He is a director of Industria Corchera.

Daniel Duran, Information Technology Manager
Civil Engineer. Joined the Company in 1995 as planning and development projects analyst.  Sub-Manager of Logistics and Sub-Manager of Planning and Projects since 1998. Information Technology Manager since May 2001. Responsible for development and implementation of technology solutions.

49


Carlos Halaby, Oenology Manager
Oenologist.  Distinguished by the National Association of Winemaking Agronomy Engineers in Chile for presenting the “Best Viticulture Dissertation of 1980,” Carlos Halaby joined the Company in 1990.  After a decade with the Company and serving as head winemaker for fine wines until March 2000, he assumed the position of Oenology Manager.  Technical and administrative responsibility for the Company’s Oenology Area.

Enrique Tirado, Oenologist Don Melchor
Oenologist.  On joining the Company in 1993 he started working with varietal ranges, Casillero del Diablo and Marqués de Casa Concha. He rose to head winemaker in 1997, responsible for every line of premium wine, including Amelia and Don Melchor. His extraordinary enological sensitivity, in 1999 led to his appointment as winemaker for Don Melchor.

Isabel Guilisasti, Marketing Manager Origin Wines
A graduate of the Catholic University with a degree in Art and with higher studies in marketing. In 1998 appointed marketing manager of Viña Cono Sur and in 2000 she took over as Director of Communications of Concha y Toro. In 2001 was named assistant manager for International Marketing of Fine Wines responsible for Concha y Toro’s ultra premium brands. In 2004 was named Marketing Manager Origin Wines.

Giancarlo Bianchetti, Marketing Manager Global Brands
Commercial Engineer.  Joined the Company’s marketing department in 2000. In 2001, he took responsibility for the brands Casillero del Diablo, Frontera and Sunrise. He has headed the promotion and global campaign for Casillero del Diablo. In 2004 named Marketing Manager Global Brands.

B.  Director and Officer Compensation

          In accordance with the Company’s By-Laws, directors’ compensation for any given fiscal year is determined annually at the general shareholders’ meeting occurring in the immediately following fiscal year.  Compensation paid in 2005 in respect of 2004 equaled 1.5% of the net profits of the Company.  The amount of 300 UF per month has been allocated to cover the executive responsibilities of the chairman of the Board.

          The following table sets forth the compensation paid to each of the directors of the Company in 2005.

Directors’ Compensation Paid in 2005

 

 

Total Compensation
(in thousands of Ch$)

 

 

 



 

Attendance:

 

 

 

 

Alfonso Larraín Santa María

 

 

83,141

 

Rafael Guilisasti Gana

 

 

83,141

 

Sergio Calvo Salas

 

 

83,141

 

Mariano Fontecilla de Santiago Concha

 

 

83,141

 

Francisco Marín Estévez

 

 

83,141

 

Eduardo Morandé Fernández

 

 

83,141

 

Albert Cussen Mackenna

 

 

83,141

 

Remuneration:

 

 

 

 

Alfonso Larraín Santa María

 

 

64,577

 

Remuneration Directors’ Committee:

 

 

 

 

Rafael Guilisasti Gana

 

 

894

 

Francisco Marín Estévez

 

 

804

 

Albert Cussen Mackenna

 

 

894

 

Total

 

 

649,156

 

 

 



 

          For the year ended December 31, 2005, the aggregate amount of compensation paid by the Company to senior managers, managers, and to managers of the Company subsidiaries, totaling 71 executives, was approximately Ch$4,407 million. Individual senior managers compensation disclosure is not required under Chilean law and it is not otherwise publicly disclosed by the Company.

50


C.  Board Practices

          Members of the current Board of Directors were elected at the annual general shareholders’ meeting held on April 26, 2005, and will serve until April 2008, assuming no vacancies occur.  The Company’s executive officers are appointed by the Board of Directors and hold office at the discretion of the Board.

          There are no service contracts between the directors of the Company and the Company or any of its subsidiaries providing for benefits upon termination of a director’s employment.

          In compliance with the current Chilean rules and regulations, a Directors’ Committee was established at the Company on May 23, 2001.  The Committee’s members were renewed in April 26, 2005.  The designated Directors’ Committee members are Sergio de la Cuadra Fabres (president), Christian Skibsted-Hansen Cortés and Rafael Guilisasti Gana.  Sergio de la Cuadra Fabres and Christian Skibsted-Hansen were elected directors with votes different from the Controlling Group.  The primary functions of the Directors’ Committee include:

reviewing balance sheets and financial statements and reports from accounting oversight bodies and auditors;

proposing outside auditors to the Board;

examining background information regarding the Company’s operations with related persons;

reviewing managers’ and executive officers’ compensation plans; and

monitoring internal control systems used at Viña Concha y Toro and its affiliated companies.

          The Directors’ Committee convened on 10 separate occasions during the fiscal year 2005.  Among the issues addressed were:

Assessment of the External Auditor’s reports on the Company, the Balance Sheet and other financial statements management put forward;

The proposal of external auditors and credit risk rating companies that are then suggested to the shareholders;

Examination of background information on business operations conducted during the year relating to articles 44 and 89 of the Stock Company Law and, for the same purpose, review of the auditor’s report commissioned by the Committee;

Examination of the system of remuneration and the compensation plans for managers and senior management;

Analysis of in-house control systems used at Viña Concha y Toro and its affiliated companies;

Preliminary audit report for fiscal 2005; and

Designation and hiring services of independent consultants for the Directors Committee;

          An annual budget of Ch$20 million for Committee operations was approved at the Ordinary Shareholders’ Meeting.  In 2005, the Committee contracted services of independent consultants costing Ch$8 million.

          The Company is subject to United States securities laws, including the Sarbanes-Oxley Act of 2002 (as implemented by rules and regulations of the SEC, “Sarbanes Oxley”), passed into law in 2002 to restore investor confidence in the wake of several unprecedented corporate scandals and collapses.  Sarbanes-Oxley provisions are wide ranging and include provisions affecting disclosures by public companies and corporate governance.

          In accordance with the implementation period for Sarbanes-Oxley, on July 28, 2005 the Company designated from among its members the persons who would comprise the Audit Committee required by Sarbanes-Oxley.  The members of the Audit Committee are: Sergio de la Cuadra Fabres, Christian Skibsted-Hansen Cortés and Rafael Guilisasti Gana, who are the same directors who comprise the Director’s Committee.  Sergio de la Cuadra Fabres and Christian Skibsted-Hansen are independent directors while Rafael Guilisasti is not independent. Mr. Guilisasti is relying on an exemption of the Listing Standards relating to Audit Committees of Rule 10A-3 promulgated under the Exchange Act. 

51


          We currently do not have a separate remuneration committee, however, the Company’s Directors’ Committee carries out the functions usually performed by this committee.  It also promotes auditor independence by prohibiting auditors from providing certain non-audit services while conducting audits.  The Company’s existing oversight and corporate governance practices fully honor the spirit and requirements of Sarbanes-Oxley reforms in many respects.  For instance, auditor independence has been strengthened with the adoption of an auditor independence policy by the Company.  See Item 16.A. – “Audit Committee Financial Expert.”

          The Company’s Board of Directors is committed to implementing measures that will promote investor confidence and market integrity.  In response to Sarbanes-Oxley Act, the Company has formalized a methodology to ensure the accuracy and completeness of information disclosed to the market.  The Company is committed to complying with the laws and regulations applicable in all countries in which the Company operates.  Upon enactment of new laws and regulations resulting from, or coming into force from the provisions of Sarbanes-Oxley, the Company will adjust its corporate governance structure in a way so as to ascertain full compliance.

Comparative Summary of Differences In Corporate Governance Standards

          The following table provides a comparative summary of differences in corporate governance practices followed by the Company under Chilean regulations and standards applicable to U.S. domestic issuers pursuant to Section 303A of the New York Stock Exchange Listed Company Manual.

Section

 

NYSE Standards

 

Viña Concha y Toro Practices Pursuant to Chilean Regulations


 


 


303A.01

 

Listed companies must have a majority of independent directors.

 

There is no legal requirement for a majority of independent directors in Chile.  The Company has a non-majority of independent directors and a Directors’ Committee that includes a majority of independent directors.  Their main functions include: (i) to review balance sheets and financial statements and reports from accounting oversight bodies and auditors; (ii) to propose outside auditors to the Board; (iii) to review background information regarding the Company’s operations with related persons; and (iv) to review managers’ and chief executive officers’ compensation plans.

 

 

 

 

 

303A.02

 

Independence Test

 

Directors/members of the Directors’ Committee are independent when he/she would have been elected even after subtracting the votes from the controlling shareholder and persons related to the controlling shareholder.

 

 

 

 

 

303A.03

 

Non-management directors must meet at regularly scheduled executive sessions without management

 

In light of legal inconsistency between performing the functions of director and those of general manager, these sessions are unnecessary.  In compliance with local regulations, the Company has no directors with dual directorial/managerial functions.

 

 

 

 

 

303A.04

 

Listed companies must have a nominating/corporate governance committee composed entirely of independent directors, whose activities must include identifying qualified individuals to serve as board members and developing a set of corporate governance principles. A written charter is also required.

 

This committee is not contemplated as such in the Chilean regulations.  Pursuant to Chilean regulations, the Company has a Directors’ Committee.  Nominations for Board members are made at the Ordinary Shareholders’ Meeting, while the Board nominates the members of the Directors’ Committee and of the Audit Committee.

 

 

 

 

 

303A.05

 

Listed companies must have a Compensation Committee composed entirely of independent directors, and its activities must include reviewing and approving the goals/objectives of the CEO and other officers’ compensation.  A written charter is also required.

 

This committee is not contemplated as such in the Chilean regulations, but according to Chilean law, the Directors’ Committee reviews the remunerations and compensation plans of managers and chief executive officers. The Board sets the managers’ objectives, evaluates their commitment and determines compensation. Per article 50bis of Law No. 18.046 on corporations, the Board reviews the aforementioned remuneration plans on an annual basis.

 

 

 

 

 

303A.06
303A.07

 

Listed companies must have an Audit Committee with a minimum of three members, certain requirements of independence and a written charter.

 

This committee is not contemplated as such under Chilean regulations. However, the Company has an Audit Committee as required by Sarbanes Oxley. The Audit Committee has three members. Two are independent and one is relying on the exemption at Rule 10A-3 (b) (1) (iv) (D) to the Listing Standards Relating to Audit Committees of Rule 10A-3.  The Audit Committee duties include those listed under 303A.01.

 

 

 

 

 

303A.08

 

Shareholders must have the opportunity to vote on all equity-compensation plans involving directors, executives, employees or other service providers.

 

Chilean law contemplates the option to implement compensation plans or programs for employees via stock options, but presently, the Company does not include the granting of shares within its remuneration policies.  Directors, members of the Directors’ Committee, managers and any other officers can obtain Company shares only at their own initiative, which in turn should be timely reported to the Chilean Securities and Insurance Supervisor and the Company.

52


303A.09

 

Listed companies must adopt and disclose corporate governance guidelines. The following subjects must be addressed:  (i) director qualification standards; (ii) director responsibilities; (iii) director access to management; (iv) director compensation; (v) director orientation and continuing education; (vi) management succession; and (vii) annual performance evaluation of the Board.

 

Chilean law does not require that such corporate governance guidelines be adopted. Director responsibilities and access to management and independent advisors are directly provided for by applicable law.  Director compensation is approved at the annual shareholders’ meeting pursuant to applicable law.

303A.10

 

Listed companies must adopt and disclose a Code of Business Conduct and Ethics for directors, officers and employees. The Code must be printed on the Company website or otherwise available for shareholders to obtain a copy.

 

This code is not contemplated as such in the Chilean regulations.  The Company has a code of business conduct and ethics entitled “Code of Business Conduct and Ethics of Concha y Toro,” known to directors, officers and employees whose observance and compliance is regulated by the Deputy Management of the Controller and Audit-General.  The Code is available on the Company website at www.conchaytoro.com .
Pursuant to Chilean labor law, the Company has an Order, Health and Safety Rule of Procedure distributed to each employee and available at Human Resources.  Covered topics include employee work schedules and conduct obligations/prohibitions.

303A.12

 

Each listed company’s CEO must certify to the NYSE annually that he or she is not aware of any violation by the Company of NYSE corporate governance listing standards.

 

Not contemplated by the Chilean regulations.  This requirement is met by the Company through the CEO certification to the effect that he is not aware of any violation by the Company of NYSE corporate governance listing standards.  The Company submits Written Affirmations annually to the NYSE, as required by the NYSE.

D.  Employees

          As of December 31, 2003, 2004 and 2005, the Company Chilean operation had 1,640, 1,611 and 1,708 employees, respectively.  Personnel employed in the foreign subsidiaries totaled 241 employees. Of the Chilean workforce at December, 2005, 703 were laborers and 1,005 held administrative and sales positions.  The Company also hires temporary workers during the harvesting season, which in 2005 averaged 1,426 temporary workers.

          Eight labor unions represent an aggregate of approximately 427 of the Company’s employees (approximately 84 administrative employees, 59 sales employees, and 284 plant employees).  Labor relations with unionized personnel are governed by collective bargaining agreements negotiated in 2004-2005 that expire in 2006- 2009. The Company believes that it currently has a good working relationship with its labor unions; however, the Company is unable to predict the outcome of any future negotiations with such labor unions.

          In certain circumstances, the Company pays severance benefits equivalent to five labor days for each year of services rendered by the employee.  The Company has agreed with 1 labor union (representing 13 of its workers) to pay such severance benefits to their members in all circumstances.  Additionally, the Company has agreed with the 70 employees covered by one collective bargaining agreement to pay the equivalent of 5 days salary for each year of service in all circumstances.  Under Chilean law, all employees who are terminated for reasons other than misconduct are entitled to the basic payment of one month’s salary for each year worked, or a six-month portion thereof, subject to a limit of 11 months’ severance pay for employees hired after August 4, 1981.  Severance payments to employees hired before August 14, 1981 are not subject to this limit.

          The Company does not maintain any pension or retirement programs for its employees.  Workers in Chile are covered by a national pension law which establishes a system of independent pension plans administered by the Administradoras de Fondos de Pensiones (“Pension Fund Administrators”).  The Company has no liability for the performance of the pension plans or any pension payments to be made to the employees in Chile.

          All employees, including management, are entitled to a discount of 30% off the retail price on wine purchases from Company-owned facilities.  Each employee may buy no more than 2 cases per month.

          All of the Company’s administrative employees participate, directly or indirectly, in an annual bonus pool equal to 4.0% of net profits in proportion to their salary.

53


E.  Share Ownership

          The following table reflects the number of shares owned indirectly by the directors and executive officers and their percentage ownership of the Company at April 30, 2006.  Executive officers not listed do not own shares.

54


Share Ownership of Directors and Senior Management (1)

 

 

No. of Shares
Owned

 

% of Total
Subscribed Shares (2)

 

 

 



 



 

Eduardo Guilisasti Gana (3)

 

 

170,557,700

 

 

23.7

%

Rafael Guilisasti Gana (3)

 

 

169,144,227

 

 

23.5

%

Pablo Guilisasti Gana (3)

 

 

170,071,019

 

 

23.6

%

Isabel Guilisasti Gana (3)

 

 

3,334,032

 

 

0.5

%

Alfonso Larraín Santa María (4)

 

 

75,439,899

 

 

10.5

%

Francisco Marín Estévez (5)

 

 

64,154,356

 

 

8.9

%

Mariano Fontecilla de Santiago Concha (6)

 

 

27,172,906

 

 

3.8

%

Christian Skibsted-Hansen Cortés (7)

 

 

7,892,233

 

 

1.1

%

Goetz Von Gersdorff (8)

 

 

234,098

 

 

—  

(9)

Osvaldo Solar Venegas (10)

 

 

62,606

 

 

—  

(9)

Cristián Canevaro J. (11)

 

 

11,100

 

 

—  

(9)

Directors and Executive Officers in the aggregate

 

 

355,500,578

 

 

49.43

%



(1)

Shares held indirectly through investment companies and not individually owned.

(2)

Calculated on the basis of 719,170,735 outstanding shares on April 30, 2006.

(3)

Eduardo Guilisasti Gana, Rafael Guilisasti Gana, José Guilisasti Gana and Pablo Guilisasti Gana (collectively, the “Family Principal Shareholders”) are the sons of Mr. Eduardo Guilisasti Tagle, the former Chairman of the Company.  Isabel Guilisasti Gana is the sister of the Family Principal Shareholders. Mr. Eduardo Guilisasti Tagle died on August 20, 1998.  The shares attributed to each Family Principal Shareholder include 82,867,902 and 83,418,897 shares held by Inversiones Totihue S.A. (“Totihue”) and Rentas Santa Bárbara S.A. (“Santa Bárbara”), respectively, as well as shares held directly or indirectly by members of such Family Principal Shareholder’s immediate family and affiliated entities.  Totihue and Santa Bárbara are controlled by the Family Principal Shareholders pursuant to powers of attorney granted by the board of directors of Totihue and Santa Bárbara.  Each power of attorney grants any two Family Principal Shareholders, acting together, the power to, among others, vote or direct the voting of, or dispose or direct the disposition of, the shares held by Totihue or Santa Bárbara, as the case may be.  Mr. Eduardo Guilisasti Gana is the Company’s General Manager, Mr. Rafael Guilisasti Gana is the Company’s Vice Chairman and Mr. Pablo Guilisasti Gana was elected director on April 26, 2005.  Mrs. Isabel Guilisasti Gana was named Marketing Manager Origin Wines on July, 2004. The address for Mr. Eduardo Guilisasti Gana and Mr. Rafael Guilisasti Gana is c/o Viña Concha y Toro S.A., Casilla 213, Avenida Nueva Tajamar 481, Torre Norte, Piso 15, Santiago, Chile.  The address for Mr. Pablo Guilisasti Gana is c/o Frutícola Viconto S.A., Apoquindo 4775, Piso 16, oficina 1601, Las Condes, Santiago, Chile. The address for Mrs. Isabel Guilisasti Gana is Viña Concha y Toro S.A., Avenida Nueva Tajamar 481, Torre Norte, Piso 15, Santiago, Chile.  The other Family Principal Shareholder Mr. José Guilisasti Gana  is neither director nor executive officer of the Company.  The address for Mr. José Guilisasti Gana is Frutícola Viconto S.A., Apoquindo 4775, Piso 16, oficina 1601, Las Condes, Santiago, Chile.

(4)

Mr. Alfonso Larraín Santa María is the Company’s Chairman of the Board.  The number of shares attributed to Mr. Larraín includes 760,491 shares held by his brother, Andrés Larraín Santa María and 100,000 shares held by his brother in-law, Carlos Saavedra E.(manager of the Company), shares held by other members of his family and affiliated entities, and also includes 25,954,278 shares held by Fundación Cultura Nacional (“Cultura Nacional”).  Cultura Nacional is a Chilean non-profit institution which primarily funds grade school religious education.  Mr. Alfonso Larraín Santa María is the Chairman of Cultura Nacional.  Mr. Larraín’s address is c/o Viña Concha y Toro S.A., Casilla 213, Avenida Nueva Tajamar 481, Torre Norte, Piso 15, Santiago, Chile.

(5)

Mr. Francisco Marín Estévez is a director of the Company.  The number of shares attributed to Mr. Marín includes shares owned by members of his family and affiliated entities.  Mr. Marín’s address is c/o Viña Concha y Toro S.A. , Casilla 213, Avenida Nueva Tajamar 481, Torre Norte, Piso 15, Santiago, Chile.

(6)

Mr. Mariano Fontecilla de Santiago Concha is a director of the Company.  The number of shares attributed to Mr. Fontecilla includes shares owned by members of his family and affiliated entities.  Mr. Fontecilla’s address is c/o Viña Concha y Toro S.A. , Casilla 213, Avenida Nueva Tajamar 481, Torre Norte, Piso 15, Santiago, Chile.

(7)

Mr. Christian Skibsted was elected Director of the Company on April 26, 2005. The number of shares attributed to Mr. Skibsted includes shares owned by his grandmother María Luisa Zorrilla Concha through the investment company Teodora. Mr. Skibsted address is c/o Carmencita 136, Las Condes, Santiago, Chile.

(8)

Mr. Goetz Von Gersdorff is the Company’s technical director.  The number of shares attributed to Mr. Von Gersdorff includes shares owned by members of his family and affiliated entities.  Mr. Von Gersdorff’s address is c/o Viña Concha y Toro S.A. , Casilla 213, Avenida Nueva Tajamar 481, Torre Norte, Piso 15, Santiago, Chile.

(9)

Less than 1%.

(10)

Mr. Osvaldo Solar Venegas is the Company’s Administration and Finance Manager.  Mr. Solar’s address is c/o Viña Concha y Toro S.A. , Casilla 213, Avenida Nueva Tajamar 481, Torre Norte, Piso 15, Santiago, Chile.

(11)

Mr. Cristián Canevaro J. is General Manager of Comercial Peumo, a subsidiary of the Company.  Mr. Canevaro’s address is c/o Comercial Peumo Ltda. Avenida Santa Rosa 0837, Paradero 43, Puente Alto, Santiago, Chile.

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