Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 9.38M
Non-Canadian Issuer
5: EX-4.13(5) Instrument Defining the Rights of Security Holders HTML 63K
6: EX-4.29(5) Instrument Defining the Rights of Security Holders HTML 62K
7: EX-4.29(6) Instrument Defining the Rights of Security Holders HTML 63K
2: EX-4.3(7) Instrument Defining the Rights of Security Holders HTML 64K
8: EX-4.43 Instrument Defining the Rights of Security Holders HTML 68K
9: EX-4.44 Instrument Defining the Rights of Security Holders HTML 66K
10: EX-4.45 Instrument Defining the Rights of Security Holders HTML 66K
11: EX-4.48(1) Instrument Defining the Rights of Security Holders HTML 1.68M
3: EX-4.6(1) Instrument Defining the Rights of Security Holders HTML 62K
4: EX-4.6(2) Instrument Defining the Rights of Security Holders HTML 67K
12: EX-8.1 Opinion of Counsel re: Tax Matters HTML 71K
15: EX-13.1 Annual or Quarterly Report to Security Holders HTML 65K
16: EX-97 Clawback Policy re: Recovery of Erroneously HTML 99K Awarded Compensation
13: EX-12.1 Statement re: the Computation of Ratios HTML 67K
14: EX-12.2 Statement re: the Computation of Ratios HTML 67K
22: R1 Document And Entity Information HTML 133K
23: R2 Audit Information HTML 69K
24: R3 Consolidated Statements of Financial Position HTML 170K
25: R4 Consolidated Statements of Income by Function HTML 122K
26: R5 Consolidated Statements of Comprehensive Income HTML 130K
27: R6 Consolidated Statements of Changes in Equity HTML 125K
28: R7 Consolidated Statements of Cash Flows - Direct HTML 141K
Method
29: R8 General Information HTML 324K
30: R9 Summary of Significant Accounting Policies HTML 180K
31: R10 Financial Risk Management HTML 672K
32: R11 Accounting Estimates and Judgments HTML 86K
33: R12 Segment Information HTML 85K
34: R13 Cash and Cash Equivalents HTML 89K
35: R14 Financial Instruments HTML 129K
36: R15 Trade and Other Accounts Receivable Current, and HTML 134K
Non- Current Accounts Receivable
37: R16 Accounts Receivable From/Payable to Related HTML 105K
Entities
38: R17 Inventories HTML 77K
39: R18 Other Financial Assets HTML 116K
40: R19 Other Non-Financial Assets HTML 125K
41: R20 Non-Current Assets and Disposal Group Classified HTML 83K
as Held for Sale
42: R21 Investments in Subsidiaries HTML 208K
43: R22 Intangible Assets Other Than Goodwill HTML 138K
44: R23 Property, Plant and Equipment HTML 415K
45: R24 Current and Deferred Taxes HTML 268K
46: R25 Other Financial Liabilities HTML 629K
47: R26 Trade and Other Accounts Payables HTML 102K
48: R27 Other Provisions HTML 137K
49: R28 Other Non-Financial Liabilities HTML 112K
50: R29 Employee Benefits HTML 125K
51: R30 Accounts Payable, Non-Current HTML 73K
52: R31 Equity HTML 304K
53: R32 Revenue HTML 72K
54: R33 Costs and Expenses by Nature HTML 142K
55: R34 Other Income, by Function HTML 79K
56: R35 Foreign Currency and Exchange Rate Differences HTML 348K
57: R36 Earnings (Loss) Per Share HTML 83K
58: R37 Contingencies HTML 311K
59: R38 Commitments HTML 152K
60: R39 Transactions With Related Parties HTML 202K
61: R40 Share-Based Payments HTML 94K
62: R41 Statement of Cash Flows HTML 286K
63: R42 Events Subsequent to the Date of the Financial HTML 67K
Statements
64: R43 Summary of Significant Accounting Policies HTML 188K
(Policies)
65: R44 General Information (Tables) HTML 303K
66: R45 Summary of Significant Accounting Policies HTML 81K
(Tables)
67: R46 Financial Risk Management (Tables) HTML 651K
68: R47 Segment Information (Tables) HTML 83K
69: R48 Cash and Cash Equivalents (Tables) HTML 90K
70: R49 Financial Instruments (Tables) HTML 129K
71: R50 Trade and Other Accounts Receivable Current, and HTML 139K
Non- Current Accounts Receivable (Tables)
72: R51 Accounts Receivable From/Payable to Related HTML 105K
Entities (Tables)
73: R52 Inventories (Tables) HTML 78K
74: R53 Other Financial Assets (Tables) HTML 117K
75: R54 Other Non-Financial Assets (Tables) HTML 127K
76: R55 Non-Current Assets and Disposal Group Classified HTML 80K
as Held for Sale (Tables)
77: R56 Investments in Subsidiaries (Tables) HTML 211K
78: R57 Intangible Assets Other Than Goodwill (Tables) HTML 141K
79: R58 Property, Plant and Equipment (Tables) HTML 399K
80: R59 Current and Deferred Taxes (Tables) HTML 276K
81: R60 Other Financial Liabilities (Tables) HTML 649K
82: R61 Trade and Other Accounts Payables (Tables) HTML 107K
83: R62 Other Provisions (Tables) HTML 139K
84: R63 Other Non-Financial Liabilities (Tables) HTML 114K
85: R64 Employee Benefits (Tables) HTML 125K
86: R65 Accounts Payable, Non-Current (Tables) HTML 73K
87: R66 Equity (Tables) HTML 296K
88: R67 Revenue (Tables) HTML 72K
89: R68 Costs and Expenses by Nature (Tables) HTML 150K
90: R69 Other Income, by Function (Tables) HTML 78K
91: R70 Foreign Currency and Exchange Rate Differences HTML 352K
(Tables)
92: R71 Earnings (Loss) Per Share (Tables) HTML 82K
93: R72 Contingencies (Tables) HTML 305K
94: R73 Commitments (Tables) HTML 145K
95: R74 Transactions With Related Parties (Tables) HTML 199K
96: R75 Share-Based Payments (Tables) HTML 85K
97: R76 Statement of Cash Flows (Tables) HTML 294K
98: R77 GENERAL INFORMATION - Narrative (Details) HTML 225K
99: R78 GENERAL INFORMATION - Schedule of consolidated HTML 140K
financial statements (Details)
100: R79 GENERAL INFORMATION - Schedule of subsidiaries HTML 148K
(Details)
101: R80 Summary of Significant Accounting Policies HTML 140K
(Details)
102: R81 FINANCIAL RISK MANAGEMENT - Narrative (Details) HTML 159K
103: R82 FINANCIAL RISK MANAGEMENT - Schedule of level of HTML 66K
hedge (Details)
104: R83 FINANCIAL RISK MANAGEMENT - Schedule of HTML 98K
sensitivity analysis (Details)
105: R84 FINANCIAL RISK MANAGEMENT - Schedule of class of HTML 294K
liability for the analysis of liquidity risk
ordered by date of maturity (Details)
106: R85 FINANCIAL RISK MANAGEMENT - Schedule of HTML 122K
classification of financial instruments at fair
value (Details)
107: R86 FINANCIAL RISK MANAGEMENT - Schedule of financial HTML 116K
instruments which are not recorded at fair value
(Details)
108: R87 Accounting Estimates and Judgments (Details) HTML 74K
109: R88 SEGMENT INFORMATION - Schedule of revenues by HTML 90K
geographic area (Details)
110: R89 CASH AND CASH EQUIVALENTS - Schedule of cash and HTML 83K
cash equivalents (Details)
111: R90 CASH AND CASH EQUIVALENTS - Schedule of cash and HTML 86K
cash equivalents denominated by currencies
(Details)
112: R91 Financial Instruments (Details) HTML 111K
113: R92 TRADE AND OTHER ACCOUNTS RECEIVABLE CURRENT, AND HTML 78K
NON- CURRENT ACCOUNTS RECEIVABLE - Schedule of
trade and other accounts receivable (Details)
114: R93 TRADE AND OTHER ACCOUNTS RECEIVABLE CURRENT, AND HTML 83K
NON- CURRENT ACCOUNTS RECEIVABLE - Schedule of
expected credit losses (Details)
115: R94 TRADE AND OTHER ACCOUNTS RECEIVABLE CURRENT, AND HTML 88K
NON- CURRENT ACCOUNTS RECEIVABLE - Schedule of
trade and other accounts receivable and
non-current accounts receivable (Details)
116: R95 TRADE AND OTHER ACCOUNTS RECEIVABLE CURRENT, AND HTML 69K
NON- CURRENT ACCOUNTS RECEIVABLE - Schedule of
provision for impairment losses of trade debtors
and other accounts receivable (Details)
117: R96 TRADE AND OTHER ACCOUNTS RECEIVABLE CURRENT, AND HTML 76K
NON- CURRENT ACCOUNTS RECEIVABLE - Schedule of
accounts receivable categories (Details)
118: R97 ACCOUNTS RECEIVABLE FROM/PAYABLE TO RELATED HTML 78K
ENTITIES - Schedule of accounts receivable
(Details)
119: R98 ACCOUNTS RECEIVABLE FROM/PAYABLE TO RELATED HTML 74K
ENTITIES - Schedule of current accounts payable
(Details)
120: R99 ACCOUNTS RECEIVABLE FROM/PAYABLE TO RELATED HTML 68K
ENTITIES - Narrative (Details)
121: R100 INVENTORIES - Schedule of composition of HTML 69K
inventories (Details)
122: R101 INVENTORIES - Schedule of average acquisition cost HTML 68K
net of their obsolescence provision (Details)
123: R102 INVENTORIES - Narrative (Details) HTML 65K
124: R103 OTHER FINANCIAL ASSETS - Schedule of other HTML 104K
financial assets (Details)
125: R104 OTHER FINANCIAL ASSETS - Schedule of composition HTML 77K
by currencies of other financial assets (Details)
126: R105 OTHER NON-FINANCIAL ASSETS - Schedule of HTML 143K
composition of other non-financial assets
(Details)
127: R106 OTHER NON-FINANCIAL ASSETS - Schedule of movement HTML 71K
of contracts assets (Details)
128: R107 NON-CURRENT ASSETS AND DISPOSAL GROUP CLASSIFIED HTML 74K
AS HELD FOR SALE - Schedule of non-current assets
and disposal group classified as held for sale
(Details)
129: R108 NON-CURRENT ASSETS AND DISPOSAL GROUP CLASSIFIED HTML 87K
AS HELD FOR SALE - Narrative (Details)
130: R109 NON-CURRENT ASSETS AND DISPOSAL GROUP CLASSIFIED HTML 72K
AS HELD FOR SALE - Schedule of fleet classified as
non-current assets and disposal group (Details)
131: R110 INVESTMENTS IN SUBSIDIARIES - Schedule of HTML 86K
significant subsidiaries (Details)
132: R111 INVESTMENTS IN SUBSIDIARIES - Schedule of HTML 134K
financial information of significant subsidiaries
(Details)
133: R112 INVESTMENTS IN SUBSIDIARIES - Schedule of HTML 88K
non-controlling interest (Details)
134: R113 INTANGIBLE ASSETS OTHER THAN GOODWILL - Schedule HTML 80K
of intangible assets (Details)
135: R114 INTANGIBLE ASSETS OTHER THAN GOODWILL - Schedule HTML 94K
of movement in intangible assets other than
goodwill (Details)
136: R115 INTANGIBLE ASSETS OTHER THAN GOODWILL - Narrative HTML 73K
(Details)
137: R116 INTANGIBLE ASSETS OTHER THAN GOODWILL - Schedule HTML 73K
of recoverable values (Details)
138: R117 INTANGIBLE ASSETS OTHER THAN GOODWILL - Schedule HTML 69K
of annual growth rates, discounts, exchange rates
and fuel price (Details)
139: R118 PROPERTY, PLANT AND EQUIPMENT - Schedule of HTML 160K
composition of property, plant and equipment
(Details)
140: R119 PROPERTY, PLANT AND EQUIPMENT - Schedule of HTML 145K
movement of property, plant and equipment
(Details)
141: R120 PROPERTY, PLANT AND EQUIPMENT - Schedule of right HTML 105K
of use assets (Details)
142: R121 PROPERTY, PLANT AND EQUIPMENT - Schedule of fleet HTML 113K
composition (Details)
143: R122 PROPERTY, PLANT AND EQUIPMENT - Schedule of method HTML 100K
used for the depreciation of property, plant and
equipment (Details)
144: R123 PROPERTY, PLANT AND EQUIPMENT - Schedule of HTML 91K
property, plant and equipment pledged as guarantee
(Details)
145: R124 PROPERTY, PLANT AND EQUIPMENT - Narrative HTML 162K
(Details)
146: R125 PROPERTY, PLANT AND EQUIPMENT - Schedule of HTML 73K
letters of credit related assets (Details)
147: R126 PROPERTY, PLANT AND EQUIPMENT - Schedule of fully HTML 68K
depreciated assets and commitments for future
purchases (Details)
148: R127 PROPERTY, PLANT AND EQUIPMENT - Schedule of HTML 78K
purchase commitment (Details)
149: R128 PROPERTY, PLANT AND EQUIPMENT - Schedule of HTML 68K
capitalized interest costs (Details)
150: R129 Current and Deferred Taxes (Details) HTML 67K
151: R130 Current and Deferred Taxes - Schedule of HTML 80K
composition of current tax assets (Details)
152: R131 CURRENT AND DEFERRED TAXES - Schedule of HTML 75K
composition of current tax liabilities (Details)
153: R132 CURRENT AND DEFERRED TAXES - Schedule of balances HTML 90K
of deferred tax (Details)
154: R133 CURRENT AND DEFERRED TAXES - Schedule of movements HTML 114K
of deferred tax assets and liabilities (Details)
155: R134 CURRENT AND DEFERRED TAXES - Schedule of deferred HTML 82K
tax expense and current income taxes (Details)
156: R135 CURRENT AND DEFERRED TAXES - Schedule of income HTML 82K
tax (Expense)/Benefit (Details)
157: R136 CURRENT AND DEFERRED TAXES - Schedule of income HTML 112K
before tax from the chilean legal tax rate
(Details)
158: R137 CURRENT AND DEFERRED TAXES - Schedule of deferred HTML 65K
taxes related to items charged to equity (Details)
159: R138 OTHER FINANCIAL LIABILITIES - Schedule of HTML 82K
composition of other financial liabilities
(Details)
160: R139 OTHER FINANCIAL LIABILITIES - Schedule of HTML 136K
composition of interest bearing loans (Details)
161: R140 OTHER FINANCIAL LIABILITIES - Schedule of currency HTML 75K
balances of interest bearing loans (Details)
162: R141 OTHER FINANCIAL LIABILITIES - Schedule of HTML 212K
interest-bearing loans due in installments
(Details)
163: R142 OTHER FINANCIAL LIABILITIES - Schedule of movement HTML 109K
of lease liabilities (Details)
164: R143 OTHER FINANCIAL LIABILITIES - Schedule of hedge HTML 72K
derivatives (Details)
165: R144 OTHER FINANCIAL LIABILITIES - Schedule of hedging HTML 79K
instruments (Details)
166: R145 TRADE AND OTHER ACCOUNTS PAYABLES - Schedule of HTML 69K
composition of trade and other accounts payables
(Details)
167: R146 TRADE AND OTHER ACCOUNTS PAYABLES - Schedule of HTML 69K
trade and other accounts payable (Details)
168: R147 TRADE AND OTHER ACCOUNTS PAYABLES - Schedule of HTML 92K
composition of current trade and other accounts
payable (Details)
169: R148 TRADE AND OTHER ACCOUNTS PAYABLES - Schedule of HTML 72K
composition of accrued liabilities (Details)
170: R149 OTHER PROVISIONS - Schedule of other provisions HTML 86K
(Details)
171: R150 OTHER PROVISIONS - Schedule of movement of HTML 90K
provisions (Details)
172: R151 OTHER NON-FINANCIAL LIABILITIES - Schedule of HTML 92K
composition of non financial liabilities (Details)
173: R152 OTHER NON-FINANCIAL LIABILITIES - Schedule of HTML 78K
deferred income movement (Details)
174: R153 EMPLOYEE BENEFITS - Schedule of defined benefit HTML 70K
plans (Details)
175: R154 EMPLOYEE BENEFITS - Schedule of movement in HTML 75K
retirements and resignation payments and other
obligations (Details)
176: R155 EMPLOYEE BENEFITS - Schedule of principal HTML 75K
assumptions (Details)
177: R156 EMPLOYEE BENEFITS - Narrative (Details) HTML 83K
178: R157 EMPLOYEE BENEFITS - Schedule of sensitivity HTML 72K
analysis for the variables (Details)
179: R158 EMPLOYEE BENEFITS - Schedule of liability for HTML 65K
short-term (Details)
180: R159 EMPLOYEE BENEFITS - Schedule of employment HTML 72K
expenses (Details)
181: R160 ACCOUNTS PAYABLE, NON-CURRENT - Schedule of HTML 74K
accounts payable, non-current (Details)
182: R161 EQUITY - Narrative (Details) HTML 169K
183: R162 EQUITY - Schedule of conversion option is HTML 100K
exercised under the convertible notes currently
issued (Details)
184: R163 EQUITY - Schedule of movement of fully paid shares HTML 95K
(Details)
185: R164 EQUITY - Schedule of equity portion is recognized HTML 92K
under other equity (Details)
186: R165 EQUITY - Schedule of converted into share HTML 79K
(Details)
187: R166 EQUITY - Schedule of movement of reserves of HTML 71K
share-based payments (Details)
188: R167 EQUITY - Schedule of balance of other sundry HTML 76K
reserves (Details)
189: R168 EQUITY - Schedule of other sundry reserves HTML 113K
(Details)
190: R169 EQUITY - Schedule of movement of reserves with HTML 120K
effect in other comprehensive income (Details)
191: R170 EQUITY - Schedule of movement of retained earnings HTML 90K
(Details)
192: R171 EQUITY - Schedule of dividends (Details) HTML 69K
193: R172 Revenue (Details) HTML 73K
194: R173 COSTS AND EXPENSES BY NATURE - Schedule of HTML 78K
operating costs and administrative expenses
(Details)
195: R174 COSTS AND EXPENSES BY NATURE - Schedule of HTML 67K
payments for leases of low-value assets (Details)
196: R175 COSTS AND EXPENSES BY NATURE - Schedule of HTML 73K
depreciation and amortization (Details)
197: R176 COSTS AND EXPENSES BY NATURE - Schedule of finance HTML 72K
costs (Details)
198: R177 COSTS AND EXPENSES BY NATURE - Schedule of gain HTML 79K
(Losses) From Restructuring Activities (Details)
199: R178 COSTS AND EXPENSES BY NATURE - Schedule of HTML 72K
financial income (Details)
200: R179 COSTS AND EXPENSES BY NATURE - Schedule of other HTML 70K
gains (Losses) (Details)
201: R180 OTHER INCOME, BY FUNCTION - Schedule of other HTML 79K
income by function (Details)
202: R181 FOREIGN CURRENCY AND EXCHANGE RATE DIFFERENCES - HTML 90K
Schedule of current exchange rates (Details)
203: R182 FOREIGN CURRENCY AND EXCHANGE RATE DIFFERENCES - HTML 132K
Schedule of foreign currency of balances of
monetary items in current and non-current assets
(Details)
204: R183 FOREIGN CURRENCY AND EXCHANGE RATE DIFFERENCES - HTML 189K
Schedule of foreign currency balances in current
liabilities and non-current (Details)
205: R184 FOREIGN CURRENCY AND EXCHANGE RATE DIFFERENCES - HTML 92K
Schedule of general summary of foreign currency
(Details)
206: R185 Earnings (LOSS) PER SHARE - Schedule of earnings HTML 83K
(Loss) Per Share (Details)
207: R186 CONTINGENCIES - Schedule of lawsuits filed by HTML 74K
LATAM Airlines Group S.A. and Subsidiaries
(Details)
208: R187 CONTINGENCIES - Schedule of lawsuits received by HTML 416K
LATAM Airlines Group S.A. and Subsidiaries
(Details)
209: R188 CONTINGENCIES - Narrative (Details) HTML 65K
210: R189 Commitments (Details) HTML 101K
211: R190 Commitments - Schedule of letters of credit, HTML 164K
certificates of deposits and warranty insurance
policies (Details)
212: R191 TRANSACTIONS WITH RELATED PARTIES - Schedule of HTML 154K
transactions with related parties (Details)
213: R192 TRANSACTIONS WITH RELATED PARTIES - Schedule of HTML 77K
key management personnel compensation (Details)
214: R193 TRANSACTIONS WITH RELATED PARTIES - Narrative HTML 72K
(Details)
215: R194 TRANSACTIONS WITH RELATED PARTIES - Issued HTML 71K
(Details)
216: R195 Share-Based Payments (Details) HTML 122K
217: R196 Share-Based Payments - Unit Activity (Details) HTML 86K
218: R197 STATEMENT OF CASH FLOWS - Schedule of proceeds HTML 70K
from the issuance of shares (Details)
219: R198 STATEMENT OF CASH FLOWS - Schedule of issuance of HTML 78K
other equity instruments (Details)
220: R199 STATEMENT OF CASH FLOWS - Narrative (Details) HTML 101K
221: R200 STATEMENT OF CASH FLOWS - Schedule of other HTML 103K
inflows (Outflows) of Cash (Details)
222: R201 STATEMENT OF CASH FLOWS - Schedule of liabilities HTML 131K
arising from financing activities (Details)
223: R202 STATEMENT OF CASH FLOWS - Schedule of obtained HTML 76K
(Payments) of Flows Related to Financing (Details)
224: R203 Statement of Cash Flows (Details) - Schedule of HTML 69K
statement of consolidated cash flow (Details)
225: R204 STATEMENT OF CASH FLOWS- Schedule of property, HTML 72K
plant and equipment and intangibles (Details)
226: R205 STATEMENT OF CASH FLOWS - Schedule of consolidated HTML 74K
statement of cash flow (Details)
227: R206 STATEMENT OF CASH FLOWS - Schedule of payments of HTML 79K
loans to related entities (Details)
228: R207 Events Subsequent to the Date of the Financial HTML 68K
Statements (Details)
230: XML IDEA XML File -- Filing Summary XML 449K
233: XML XBRL Instance -- ltm-20231231_htm XML 15.75M
229: EXCEL IDEA Workbook of Financial Report Info XLSX 653K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Policy
of Recovery of Erroneously Awarded Compensation (Clawback)
LATAM Airlines Group S.A.
Version
Creation date
Publication date
Type of document
1.0
October / 2023
October / 2023
Operational Policy
Title
Policy
of Recovery of Erroneously Awarded Compensation (Clawback)
Version
1.0
Confidentiality
Internal
1.Objective
The purpose of this Policy of Recovery of Erroneously Awarded Compensation (Clawback) (this “Policy”) is to describe the circumstances in which certain Executives of LATAM Airlines Group S. A. and (“LATAM”) will be required to repay or return Erroneously Awarded Compensation to LATAM in accordance
with the Clawback Rules and applicable local laws.
2.Scope
This Policy applies to the Executive Positions (each individual with such a position, an “Executive”) listed in Exhibit A.
3.Detail
3.1.Process
(a)In the event LATAM is required to prepare an Accounting Restatement the Directors Committee of the Board of Directors (“ Directors Committee”) with Board of Directors approval resolution, shall reasonably promptly (in
accordance with the applicable Clawback Rules) determine the amount of any Erroneously Awarded Compensation for each Executive in connection with such Accounting Restatement and also instruct the Chief Compliance Officer to reasonably promptly thereafter provide each Executive with written notice containing the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable.
For Clawback Eligible Incentive Compensation based on stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Directors Committee and approved by the Board of Directors based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon
which the Clawback Eligible Incentive was Received (in which case, LATAM shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the Listing Exchange. The Audit Committee is authorized to engage (or delegate such authorization to any officer or employee of LATAM, including the Chief Compliance Officer, in accordance with Section 3.1(f) of this Policy), on behalf of LATAM, any qualified third-party advisors it deems advisable in order to perform any calculations contemplated by this Policy. For the avoidance of doubt, recovery under this Policy with respect to an Executive shall not require the finding of any misconduct by such Executive or such Executive being found responsible for the accounting error leading to an Accounting Restatement.
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/ 2023
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Title
Policy of Recovery of Erroneously Awarded Compensation (Clawback)
Version
1.0
Confidentiality
Internal
(b)In
the event that any repayment of Erroneously Awarded Compensation is owed to LATAM, the Audit Committee, with Board of Directors approval resolution, shall subject to the Clawback Rules, recover reasonably promptly the Erroneously Awarded Compensation through any Method of Recovery it deems reasonable and appropriate in its discretion based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. The “Method of Recovery” may include, but is not limited to, requiring reimbursement of Erroneously Awarded Compensation; seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; offsetting the Erroneously Awarded Compensation from any compensation otherwise owed by LATAM to the Executive; canceling outstanding vested or unvested equity awards; and/or taking any other remedial and recovery action permitted
by applicable law, as determined by the Audit Committee.
For the avoidance of doubt, except to the extent permitted pursuant to the Clawback Rules, in no event may LATAM accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive’s obligations hereunder. Notwithstanding anything herein to the contrary, LATAM shall not be required to take the actions contemplated in this Section if recovery would be Impracticable. In implementing the actions of this Section, the Audit Committee will act in accordance with the listing standards and requirements of the Listing Exchange and with the applicable Clawback Rules.
(c)Subject to the discretion of the Audit Committee and applicable laws,
an applicable Executive may be required to reimburse LATAM for any and all expenses reasonably incurred (including legal fees) by LATAM in recovering Erroneously Awarded Compensation.
(d)LATAM shall not be permitted to indemnify any Executive against the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy and/or pursuant to the Clawback Rules or to pay or reimburse any Executive for the cost of third-party insurance purchased by an Executive to cover any such loss under this Policy and/or pursuant to the Clawback Rules. Further, LATAM shall not enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that waives the LATAM’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered
into before, on or after the Effective Date). Any such purported indemnification (whether oral or in writing) shall be null and void.
(e)LATAM is authorized to interpret this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of the Clawback Rules and all other applicable laws. In the event any
October / 2023
Page
3 of #NUM_PAGES#
Title
Policy of Recovery of Erroneously Awarded Compensation (Clawback)
Version
1.0
Confidentiality
Internal
provision
of this Policy is determined to be unenforceable or invalid under applicable law, such provision shall be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required by applicable law.
(f)Except as specifically set forth herein, this Policy shall be administered by the Directors Committee and the Board of Directors. Any determinations made by the Directors Committee and the Board of Directors shall be final and binding on all affected individuals and need not be uniform with respect to each individual covered by this Policy. Subject to any limitation under applicable law, the Directors Committee may authorize and empower any officer or employee of LATAM (including the Chief Compliance Officer) to take any and all actions
necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
(g)LATAM intends that this Policy will be applied to the fullest extent permitted by applicable law. LATAM may require that certain employment agreement, equity award agreement, or other agreement entered into on or after the Effective Date include, as a condition to the grant of any benefit thereunder, require an Executive to agree to abide by the terms of this Policy. Executives shall be deemed to have accepted continuing employment on terms that include compliance with the Policy, to the extent of its otherwise applicable provisions, and to be contractually bound by its enforcement provisions. Executives who cease employment or service with LATAM may continue to be bound by the terms of
the Policy with respect to Clawback Eligible Incentive Compensation. Any right of recoupment under this Policy is in addition to and not instead of any other remedies or rights of recoupment that may be available to LATAM under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, cash-based bonus plan, equity award agreement or similar agreement and any other legal remedies available to LATAM.
To the extent that an Executive has already reimbursed LATAM for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by LATAM or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy, as determined by the Directors Committee in its sole discretion. Nothing in this
Policy precludes LATAM from implementing any additional clawback or recoupment policies with respect to Executives or any other service provider of LATAM. Application of this Policy does not preclude LATAM from taking any other action to enforce any Executive’s obligations to LATAM, including termination of employment or institution of civil or criminal proceedings or any other remedies that may be available to LATAM with respect to any Executive.
4.Definitions
October / 2023
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4 of #NUM_PAGES#
Title
Policy of Recovery of Erroneously Awarded Compensation (Clawback)
Version
1.0
Confidentiality
Internal
For
the purposes of this Policy, the following capitalized terms shall have the meaning set forth below.
“Accounting Restatement” shall mean an accounting restatement: due to the material noncompliance of the LATAM with any financial reporting requirement under the securities laws, including (i) any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement); or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
“Clawback Eligible Incentive Compensation” shall mean,
with respect to each individual who served as an Executive at any time during the applicable performance period for any Incentive-based Compensation (whether or not such individual is serving as an Executive at the time the Erroneously Awarded Compensation is required to be repaid to LATAM), all eligible Incentive-based Compensation Received by such individual: (i) on or after the Effective Date; (ii) after beginning service as an Executive; (iii) while LATAM has a class of securities listed on the Listing Exchange; and (iv) during the applicable Clawback Period.
“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of LATAM immediately preceding the Restatement Date and any transition period (that results from a change in the LATAM’s fiscal year) of less than nine months within or immediately
following those three completed fiscal years.
“Clawback Rules” shall mean Section 10D of the Securities Exchange Act of 1934 of the United States, as amended, and any applicable rules or standards adopted by the United States Securities and Exchange Commission thereunder (including Rule 10D-1 under the Securities Exchange Act of 1934) or the Listing Exchange pursuant to Rule 10D-1 under the Exchange Act (including Section 303A.14 of the New York Stock Exchange Listed Company Manual), in each case as may be in effect from time to time
“Effective Date” shall mean the date upon which LATAM Airlines Group S.A. is relisted on the New York Stock Exchange.
“Erroneously Awarded Compensation” shall mean, with respect to each Executive in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Clawback Eligible Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
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“Financial
Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the LATAM’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented within the LATAM’s financial statements or included in a filing with the SEC.
“Impracticable” shall mean, in accordance with the good faith determination of the Audit Committee, that recovery would be impracticable and any of the following conditions are met: (i) the direct expenses paid to a third party to assist in enforcing the Policy
against an Executive would exceed the amount to be recovered, after LATAM has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such reasonable attempt(s) and provided such documentation to the Listing Exchange; (ii) recovery would violate Chilean law where that law was adopted prior to November 28, 2022, provided that, before concluding that it would be Impracticable to recover any amount of Erroneously Awarded Compensation based on violation of Chilean law, LATAM has obtained an opinion of Chilean counsel, acceptable to the Listing Exchange, that recovery would result in such a violation and a copy of the opinion is provided to the Listing Exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to LATAM employees, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and
regulations thereunder.
“Incentive-based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Listing Exchange” shall mean the New York Stock Exchange or such other U.S. national securities exchange or national securities association on which LATAM’s securities are listed.
“Received” shall, with respect to any eligible Incentive-based Compensation, mean deemed receipt and Incentive-based Compensation shall be deemed received in LATAM’s fiscal period during which the Financial Reporting Measure specified
in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation occurs after the end of that period. For the avoidance of doubt, Incentive-based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting condition shall be considered received when the Financial Reporting Measure is achieved, even if the Incentive-based Compensation continues to be subject to the service-based vesting condition.
“Restatement Date” shall mean the earlier to occur of: (i) the date the Board of Directors of LATAM, a committee of the Board of Directors of LATAM or the Executive or Executives of LATAM authorized to take such action if action by the Board of Directors of LATAM is not required, concludes, or reasonably should have concluded, that LATAM is
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Policy
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Confidentiality
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required to prepare an Accounting Restatement; or (ii) the date a court, regulator or other legally authorized body directs LATAM to prepare an Accounting Restatement.
5.Validity
This Policy is effective for an indefinite period as of its publication on the LATAM Portal. Notwithstanding the foregoing, the Compliance Department must review this Policy
every two years from the date of its publication on the LATAM Portal and may amend it at any time in its sole discretion.
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6.Exhibit A
LIST OF EXECUTIVE POSITIONS
Chief Executive Officer LATAM Airlines Group S.A
Chief Financial Officer
Chief Commercial Officer
Chief Human Resources Officer
Chief
Legal Affairs and Compliance Officer
Chief Customer and Experience Officer
Chief Operation and Maintenance Officer
Chief Digital and IT Officer
Director of Corporate Affairs and Sustainability
Chief Executive Officer LATAM Airlines Brazil
Chief Executive Officer LAN Cargo S.A.
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Dates Referenced Herein and Documents Incorporated by Reference
