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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
September 2, 2003
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Commission File Number: 001-10579
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TELECOMMUNICATIONS COMPANY OF CHILE
(Translation of registrant's name into English)
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Avenida Providencia No. 111, Piso 22
Providencia, Santiago, Chile
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes No X
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes No X
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Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): N/A
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Telecommunications Company of Chile, S.A.
TABLE OF CONTENTS
Item
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1. Press Release dated September 2, 2003 regarding the publication of
Telefonica CTC Chile's Code of Ethics.
Item 1.
[LOGO]
News Release
I. FOR IMMEDIATE RELEASE For more Information Contact:
Sofia Chellew - Veronica Gaete
M.Jose Rodriguez - Florencia Acosta Kevin Kirkeby - Mariana Crespo
Telefonica CTC Chile The Global Consulting Group
Tel.: 562-691-3867 Tel:646-2849416
Fax: 562-691-2392 E-mail:
E-mail: k.kirkeby@hfgcg.com
SCHELLE@CTC.CL - vgaete@ctc.cl m.crespo@hfgcg.com
mjrodri@ctc.cl - macosta@ctc.cl
TELEFONICA CTC CHILE ANNOUNCES THE PUBLICATION OF ITS CODE OF ETHICS
(Santiago, Chile - 2 de septiembre, 2003) Compania de Telecomunicaciones de
Chile S.A. (NYSE: CTC) ("Telefonica CTC Chile" o la "Compania") announces the
publication of its code of business ethics which includes business principles
and ethics that must be upheld in the decisions and actions of all those who
work at Telefonica CTC Chile. These are guided by the commitment of the Company
with its employees, shareholders, clients, providers and with the community in
general.
The published rule forms part of the reinforcement in the internal controls of
the Company as a publicly listed corporation in the international markets and in
compliance with the Sarbanes-Oxley Act, 2002.
The text with this code of ethics is available in the Company's investor
relations website: HTTP://WWW.CTC.CL/INVESTORS/INFORMACION/INDEX.HTML
Compania de Telecomunicaciones de Chile S.A., the first South American company
to list shares on the New York Stock Exchange, is the largest telecommunications
enterprise in Chile, providing local service, as well as domestic and
international long distance services throughout the country. Additionally, the
Company provides equipment marketing, data transmission, value-added services
and information systems services and operates a nationwide cellular network.
This news release contains certain forward-looking statements within the meaning
of the United States Private Securities Litigation Reform Act of 1996, including
but not limited to Compania de Telecomunicaciones de Chile S.A.'s expectations
for its performance for the year 2002. Forward looking statements may also be
identified by words such as "believes", "expects", "anticipates", "projects",
"intends", "should", "seeks", "estimates", "future", or similar expressions. The
forward looking statements included in this news release are based on current
expectations, but actual results may differ materially from anticipated future
results due to various factors many of which are beyond the control of Compania
de Telecomunicaciones de Chile S.A. and its subsidiaries. Certain factors which
could cause the actual results of Compania de Telecomunicaciones de Chile S.A.
and its subsidiaries to differ materially from the expected results include,
among others, changes in Chile's regulatory framework, impact of increased
competition and other factors beyond Compania de Telecomunicaciones de Chile
S.A.'s control.
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[LOGO]
BUSINESS ETHICS CODE
OBJECTIVE:
To establish a Business Ethics Code that declares the ethical values that must
guide the actions and behavior of the employees of Telefonica CTC Chile and its
subsidiaries, both internally and externally.
APPLICABLE TO:
Employees of Telefonica CTC Chile and its subsidiaries
VALUES AND PRINCIPLES OF TELEFONICA CTC CHILE
We are Telefonica CTC Chile, a publicly held stock corporation that is part of
the Telefonica Group. We are fully committed with the advancement of our country
and the integral development of its telecommunications industry. We aim to be a
company admired for the excellence of its services and the transparency of its
actions. In this effort we must act in accordance with our principles and
ethical values regarding our customers, vendors, employees, stockholders, the
government and its regulatory agencies, and the community in general.
Our Costumers are the reason of our existence. We must direct all our efforts to
them. Customer satisfaction should be the measure of our own satisfaction. We
must be sure to understand, attend and fulfill all their needs by offering them
products and services of the highest quality in relation to their price. We will
never try to take undue advantage of our customers solely to make temporary
profit. We will always sell our products and services honestly and fairly,
relying solely on the product's attributes. We must give preference to a long
term relationship with our customers based on fairness and mutual gain. If our
customers should have complains or requests ,we will make our best effort to
attend to their concerns in a efficient and timely manner that will demonstrate,
by our attitudes and acts, our ongoing commitment to service.
Our Vendors must feel that we appreciate their contribution to the commitment we
have acquired with our customers and the performance of the Company. We intend
to form mutually satisfactory long-term relationships that will allow the
Company to stay current and competitive in the marketplace. Our commitment to
them is to maintain fair and rigorously impartial relationships, without
discrimination or exclusions. The reason for selecting one vendor over another
must be only merit-based. In the same way we expect our vendors' collaboration,
commitment and comprehension for the needs and decisions of the Company, we must
put all our effort in fulfilling our commitment to our vendors.
Our Employees are the foundation of our actions. We fully respect their privacy
and dignity. Our commitment is to offer them a comfortable work environment, in
which they can develop their personal and professional potential. We intend to
provide them with broad opportunities for training and participation in personal
development and improvement programs, particularly in the use of new
technologies. We will spare no effort in providing a safe working environment
that is protective of their health, security and personal integrity.
Our personnel policies are based on principles of equal employment opportunities
and the outmost respect for employee associations. There will be no form of
discrimination in employment practices, so our employees can enjoy equal
employment opportunities and treatment, regardless of ethnic origin, political
beliefs, sex, age, handicap or religion. We fully respect the employee's rights
to form and join unions or associations, provided solely that they adhere to the
law and abide by the bylaws. In the absence of a union, the Company will remain
absolutely neutral to the preferences taken by the employees, whether they
decide to form and then join unions or to stay as is. We unreservedly
acknowledge the right of every employee to decide whether their employment
contracts will be negotiated collectively or individually.
We expect a lot from our employees. For sure, the highest standards of technical
excellency and professional behavior. We expect them to put the success of the
Company over partial or personal interests and to be accountable for their
decisions and actions. We also expect an unquestionable ethical behavior both in
their professional and personal life. We consider responsibility, honesty,
proactiveness, diligence, professionalism, objectivity and respect towards
others, values that should guide all of our actions.
We must all put special attention to situations which present conflicts of
interest with either customers or vendors. That is how we preserve fairness in
our relations and the legality of our decisions. Any information, resources or
influences that are available to us as a result of our position can never be
used directly or indirectly for the benefit of ourselves or third parties in
violation of laws or to the detriment of the interests of the Company.
We also expect from our employees their commitment to the Company, the
unrestricted defense of the Company's interests and patrimonial integrity, the
efficient use of its goods and resources for the Company only, with a view
towards savings, physical preservation and rational utilization. We consider it
primordial to uphold all laws and regulations that apply to us, as well as the
rigorous handling of confidential information available on the Company, which
must be kept with special zeal, especially the ones regarding our employees,
customers and vendors.
The correct use of privileged information deserves special mention. It should
never be used for personal gain nor to induce third parties to trade securities,
which price might be influenced by this information. Persons with access to
privileged information, must not perform any type of transaction that uses that
information nor disclose it, communicate it, nor recommend or advice third
parties to acquire or sell securities based on that information.
Finally we expect our employees to contribute with their attitudes and behavior
to create an environment of trust and respect in which rules of healthy
coexistence are observed and conducts that could be interpreted as contempt or
disrespect towards other co-workers are avoided. This does no imply tolerance of
inappropriate conducts of others. Ethical behavior is a shared responsibility
and violations or deviations from this principles and values affect us all
without distinction. We must al become custodians of the ethical patrimony of
the Company.
Our commitment to the shareholders. We are the trustees of our shareholders.
They expect our decisions and actions to be aligned with the creation of value,
and we owe the utmost transparency. We will also try to provide profitability in
line with market conditions, with a sound, forward-looking business model.
Our commitment to the goverment and its regulatory agencies is to uphold the
governing laws and regulation aplicable to the Company and to contribute in
maintaining a modern and competitive Telecomunications insdustry.
Our Company is commited to the development of Chile and the well-being of its
people, in its own area of action. In particular, the Company will conduct its
operations and will provide its services respecting all current legislation and
adopting measures to protect the environment. It will also maintain
shareholders, regulators and the public at large fully and promptly informed of
all matters inherent to it, and it will encourage the development of the
telecommunications industry in the country through the services it provides.
CODE OF ETHICS
SECTION 1 -EMPLOYEES
1.1 General Principles
o We must maintain an unquestionable ethical behavior In the course
of both our profesional and private lives.
o The normal tasks of our work must be performed with loyalty
towards the Company, in defense of its interests, image and
patrimonial integrity, upholding the governing laws and
regulations and providing reliable information.
o We must fulfill our obligations and responsabilities with,
honesty, proactivity, diligence, professionalism, objectivity and
with respect towards others.
o We must make every customer the subject of our daily work, making
his satisfaction our own.
o We are commited to attain excellence in the quality of the service
we provide as a result of our collective efforts.
o We must fully accept the demads of being leaders of our work teams
and us such accept the personal responsabilities that this
involves.
o We must not directly or indirectly use, for our own benefit, the
resources or influences that are available to us as a result of
our position in the Company.
o The decisions made on the job must be always based on an analysis
of the circumstances and of the possible consequences for the
Company. We must always ensure, above all, the success of the
Company over partial or personal interests and be accountable for
our decisions.
1.2 Labor Relationships
o There will be no form of discrimination in employment practices so
all our employees can enjoy equal employment opportunities,
regardless of ethnic origin, political beliefs, sex, age, handicap
or religion.
o All employees with the exceptions indicated by law, have the right
to form or join unions and employee associations, with the sole
restriction that they abide by the law and by their particular
bylaws.
o In the absence of an union the Company will remain neutral and
will not prevent the organization of employees. Nor shall it
discriminate in favor or against the affiliation of employees to
such associations.
o The Company acknowledges the right of every employee to decide
whether their contracts will be negotiated collectively or
individually.
1.3 Work environment and conditions
o The Company is intent on providing a safe working environment to
its employees, free of health and security hazards. It shall
furnish, when necessary, appropriate safety clothing and equipment
for the purpose of preventing accidents or damage to an employee's
health.
o In their treatment of employees, executives will always maintain
an attitude that promotes a constructive work environment,
including habitual rules on social coexistence. They shall avoid
conduct that implies disrespect or contempt towards other
employees.
o The privacy and dignity of employees must be highly respected and
the rule must be to keep only personal information needed for the
correct operation of the Company.
1.4 Use of goods and Information.
o The goods, facilities and financial resources of the Company will
be utilized only to fulfill its mission, at all times under
standards of efficiency, reasonableness and savings.
o All information acquired in the ordinary course of business will
always be "For Internal Use Only," so it must be guarded with
particular zeal. It is forbidden to comment on it or give it to
unauthorized third parties. This information should never be used
for personal or third-party gain contrary to governing laws or to
the detriment of the interests of the Company, its customers or
its vendors.
SECTION 2 - CUSTOMERS AND VENDORS
2.1 Customer relationships
o Our customer's needs must be understood, attended to and satisfied
by offering them quality products and services in a competitive
terms. Requests and complains should be resolved in a timely and
efficient way.
o Our products and services must be sold honestly and fairly,
relying solely on the product's attributes. No deceit shall be
used for profit's sake.
o The exchange of customer information will be permitted only when
there is reasonable knowledge that the information is being
received and used according to law.
2.2 Vendor relationships
o All equipment, supplies, services and the like must be purchased
according to merit. Vendors, suppliers and subcontractors must
receive fair and equitable treatment without discrimination.
o Its indispensable that all financial settlements, reports,
controls and billings accurately reflect the transactions with our
vendors and the fulfillment of their commitments with the Company.
2.3 Conflicts of interest
o In their treatment of vendors, customers or other persons with
whom the Company has business relations, when conflicts of
interest exist, employees must declare them in an opportune and
transparent fashion, so the appropriate decision can be made
according to the respective regulation.
o For this purpose, conflict of interest will be understood as "any
incompatibility arising in an act or negotiation between the
Company and a related person when there are business, family or
emotional relations between the related person and the person who
is evaluating, performing or deciding on such act and/or
participating in the administration, supervision or control of the
processes derived from the same, and such relations make it
presumable that there is lack of independence or partiality, all
of which augments the likelihood that the related person and/or
employees of the corporation participating in any of such acts
will benefit directly or indirectly and unduly and indistinctly."
GPNP No. 601 on this matter shall be followed in all these
aspects.
o The general principles of behavior, of the persons that have
conflicts of interest must consider:
- Independence: They should act at all times with loyalty to
the Telefonica CTC Chile Group and its shareholders, with
independence of interests of third parties or themselves.
- Abstention: They should abstain from influencing or
intervening decision making that might affect the persons or
entities with which there are conflicts.
- Confidentiality: The persons in a conflict of interest
situation will abstain from access to information classified
as confidential that affects such conflict.
SECTION 3 - THE ENVIRONMENT AND THE COMMUNITY
o The Company is committed to the preservation of the environment.
Consequently, every employee is committed to perform their daily
work and provide services taking actions to minimize, within
reasonable means, the impact to the environment and to comply with
governing environmental laws.
o The Company will maintain shareholders, regulators and the general
public fully informed, in a timely manner, of all matters inherent
to it.
SECTION 4 - FINANCIAL ASPECTS AND SECURITIES MARKETS
4.1 Privileged Information
o Privileged information available must not be used for personal
gain, disclosed to third parties nor used to induce third parties
to trade securities which price might be influenced by this
privileged information. Persons with access to any type of
privileged information must not, perform and must refrain from
directly or indirectly taking part in the following activities:
- Preparing or performing any type of operation in regard to
securities affected by the privileged information.
- Disclosing or communicating said information to third
parties, except in the ordinary course of their work,
position or profession.
- Recommending or advising third parties to acquire or
transfer securities or financial instruments or to acquire
or transfer them based on such information.
o Moreover, executives that have access to such information,
especially the Chief Executive Officer and the Chief Financial
Officer, are forbidden to perform and must abstain from performing
personal financial transactions in regard to such securities in
the following periods:
- On the closing month of the quarter through the date of
disclosure of the Financial Statements to the regulatory
agencies and to the financial market.
- 30 days prior to the emission of any new affected
securities.
o Notwithstanding the aforementioned, affected persons may, on an
exceptional basis, request authorization from the Ethics Committee
to perform transactions in these periods provided they comply with
governing law in this regard.
o Bearer securities issued by Telefonica CTC Chile or its
Subsidiaries, financial instruments and contracts of any type
granting the right to purchase such securities and those
underlying them, whether securities or instruments issued by
Telefonica CTC Chile or its Subsidiaries, shall be considered
affected securities.
4.2 Incompatibility
o In the interest of preserving the independence of opinion, the
Chief Executive Officer and the corporate managers can't have
worked for the registered independent public accounting firm
retained to audit the financial statements for a period of at
least one year prior to the beginning of the audit.
4.3 Communications and Certifications
o During the study or negotiation phase of any judicial proceeding
or financial transaction that might appreciably influence the
price of the affected securities or instruments, the involved
executives must:
- keep a documentary record of each confidential transaction
that contains the names of the persons participating in the
transaction.
- explicitly warn the persons involved in the confidential
transaction that the information is confidential, that they
have the duty of keeping it confidential and are forbidden
to use it, and that they must restrict the disclosure of
this information strictly to individuals, in and outside of
the organization, who need to know it and they must adopt
the security measures necessary for the custody, filing,
access to, reproduction and distribution of the information.
- Communicate this fact to the Ethic Committee.
o Investors, the markets, governmental entities or other authorized
institutions and the general public will be provided with
truthful,, clear, fair, exact, complete, comprehensible and timely
information while upholding the applicable laws, rules and
regulations.
o The Chief Executive Officer and the Chief Financial Officer will
certify that for every annual report on the financial statements
that: (i) they have read the report, that is truthful, that it
reflects the state of the Company and that it does not contain
omissions of material facts, to the knowledge of the signatory,
(ii) that they are responsible for establishing and maintaining
internal controls, which ensure the disclosure of accounting
information, they have also evaluated the effectiveness of these
controls within the 90 days prior to the report and that the
finding are present in said report of the financial statements,
(iii) that they have disclosed to the registered independent
public accounting firm performing the audit and to the Audit
Committee all significant deficiencies in the design or operation
of the internal controls that might affect the ability to file,
process, summarize and report financial data; any fraud, material
or not, that involves executives or employees that would affect
internal controls; and that any significant changes in the
internal controls have been disclosed in the report. The same
rules apply to the subsidiaries of Telefonica CTC Chile for
equivalent positions.
SECTION 5 - THE RESPONSIBILITY OF EMPLOYEES
o All employees of Telefonica CTC Chile and it subsidiaries have the
obligation to abide by this Code of Business Ethics code, the
policies that regulate it, governing regulations and the Internal
Regulations.
o Any breach of this Code shall, if pertinent, be considered a labor
violation. The foregoing shall be without prejudice to any
potential infringement of the law and civil or criminal liability
enforceable in each case.
o Employees must not be tolerant of improper behavior in others.
Therefore, all employees have the obligation to advise their
superiors, the Corporate Audit Division or any of the members of
the Ethics Committee of any real or presumed violations of this
Code.
o The company encourages its employees to make these denouncements
responsibly and forbids any internal administrative retaliation
against those employees.
SECTION 6 - THE OPERATION OF THE ETHICS COMMITTEE
o The Ethics Committee will be composed of the Chief Executive
Officer, the Chief Financial Officer, the Human Resources Manager,
the Planning and Control Manager, the Audit Manager and the Senior
Counsel.
o Any employee may, through any of the members of the Ethics
Committee, present information regarding a breach of this Code in
person or by letter. All such communications will be treated with
confidentiality and reserve.
o The respective Managers and executives shall, in coordination with
the Corporation's Ethics Committee, apply the respective sanctions
to the employees who do not abide by these provisions or the
procedures related to the same.
SECTION 7 - EFFECTIVE DATE
o This document will take effect upon publication on the Company
website, which should be within thirty days after approval by the
Board of Directors. Thereafter, it is presumed to be known by all
employees of Telefonica CTC Chile and its subsidiaries.
TABLE OF CONTENTS
VALUES AND PRINCIPLES OF TELEFONICA CTC CHILE..................................................................1
SECTION 1 - OF THE EMPLOYEES...................................................................................3
1.1 GENERIC PRINCIPLES.................................................................................3
1.2 LABOR RELATIONSHIPS................................................................................3
1.3 WORK ENVIRONMENT...................................................................................4
1.4 USE OF GOODS AND INFORMATION.......................................................................4
SECTION 2 -OF THE CUSTOMERS AND VENDORS........................................................................4
2.1 CLIENT RELATIONSHIPS...............................................................................4
2.2 VENDOR RELATIONSHIPS...............................................................................4
2.3 CONFLICTS OF INTEREST..............................................................................4
SECTION 3 - OF THE ENVIRONMENT AND THE COMMUNITY...............................................................5
SECCION 4 - OF THE FINANCIAL ASPECTS AND SECURITY MARKETS......................................................5
4.1 PRIVILEGED INFORMATION.............................................................................5
4.2 INCOMPATIBILITY....................................................................................6
4.3 COMMUNICATIONS AND CERTIFICATIONS..................................................................6
SECTION 5 - OF THE RESPONSIBILITY OF EMPLOYEES.................................................................7
SECTION 6 - OF THE OPERATION OF THE ETHICS COMMITTEE...........................................................7
SECTION 7 - EFFECTIVE DATE.....................................................................................7
TABLE OF CONTENTS..............................................................................................8
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: September 2, 2003
TELECOMMUNICATIONS COMPANY OF CHILE
By /s/ Julio Covarrubias F.
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Name: Julio Covarrubias F.
Title: Chief Financial Officer