5. Each Party shall consider adopting or maintaining measures to protect against any unjustified treatment any person who, in good faith and on reasonable grounds, reports to the competent authorities any fact regarding conduct described in paragraph 1.
Article 20.9. Promotion of Integrity of Public Officials
1. To combat corruption in matters affecting trade, each Party should promote, inter alia, integrity, honesty and accountability among its public officials. To this end, each Party shall endeavour, in accordance with the fundamental principles of its legal system, to adopt or maintain:
(a) measures establishing appropriate procedures for the selection and training of individuals for public office who are considered particularly vulnerable to corruption;
(b) measures to promote transparency in the conduct of public officials in the exercise of their public functions;
(c) appropriate policies and procedures to identify and manage actual or potential conflicts of interest of public officials;
(d) measures requiring public officials to make declarations to appropriate authorities regarding, inter alia, their outside activities, employment, investments, assets and substantial gifts or benefits from which a conflict of interest may arise in connection with their functions as public officials, and
(e) measures to facilitate the reporting by public officials to the competent authorities of acts of corruption that come to their attention in the exercise of their functions.
2. Each Party shall endeavour to adopt or maintain codes or standards of conduct for the correct, honourable and proper performance of public functions, and disciplinary or other measures, if necessary, against public officials who violate the codes or standards established pursuant to this paragraph.
3. Each Party shall, to the extent consistent with the fundamental principles of its legal system, consider establishing procedures by which a public official accused of engaging in conduct described in Article 20.8.1 may, as appropriate, be removed, suspended, or reassigned by the appropriate authority, taking into account respect for the principle of the presumption of innocence.
4. Each Party shall, in accordance with the fundamental principles of its legal system and without prejudice to judicial independence, adopt or maintain measures to strengthen integrity and prevent opportunities for corruption among members of the judiciary in matters affecting international trade. Such measures may include rules with respect to the conduct of members of the judiciary.
Article 20.10. Implementation and Enforcement of Anti-Corruption Laws
1. Upon entry into force of this Agreement and as an incentive to trade, the Parties shall not fail to effectively implement their laws or other measures adopted or maintained to comply with Article 20.8.1, in accordance with the fundamental principles of their legal system, through sustained or recurring course of action or inaction.
2. In accordance with the fundamental principles of its legal system, each Party retains the right of its law enforcement, prosecutorial and judicial authorities to exercise discretion with respect to the application of its anti-corruption laws. Each Party retains the right to make good faith decisions regarding the allocation of its resources.
3. The Parties affirm their commitments under applicable international agreements or conventions to cooperate with each other, consistent with their respective legal systems, to enhance the effectiveness of law enforcement actions to combat the conduct described in Article 20.8.1.
Article 20.11. Participation of the Private Sector and Society
1. Each Party shall take appropriate measures, within its means and in accordance with the fundamental principles of its legal system, to promote the active participation of individuals and groups outside the public sector, such as business, civil society, non- governmental organizations and community-based organizations, in the prevention of and the fight against corruption in matters affecting international trade, and to increase public awareness of the existence, causes and gravity of and the threat posed by corruption. To this end, a Party may:
(a) conduct public information activities and public education programmes that contribute to the non-tolerance of corruption;
(b) adopt or maintain measures to promote professional associations and other non- governmental organizations, as appropriate, in their efforts to promote and assist enterprises, in particular micro, small and medium-sized enterprises, and actors in the popular and solidarity economy, in the development of internal controls, ethics and compliance programs or measures to prevent and detect bribery and corruption in international trade;
(c) adopt or maintain measures to encourage management to make disclosures in their annual reports, or otherwise publicly disclose internal controls, ethics and compliance programs or measures, including those that contribute to the prevention and detection of bribery and corruption in international trade, and
(d) adopt or maintain measures that respect, promote and protect the freedom to seek, receive, publish and disseminate information concerning corruption.
2. Each Party shall endeavour to encourage private enterprises, taking into consideration their structure and size, to:
(a) develop and adopt internal audit controls sufficient to assist in the prevention and detection of acts of corruption in matters affecting international trade; and
(b) ensure that its accounting and required financial statements are subject to appropriate auditing and attestation procedures.
3. Each Party shall take appropriate measures to ensure that its relevant anti-corruption bodies are known to the public and shall provide access to those bodies, if appropriate, for the reporting, including anonymously, of any incident that may be considered to constitute conduct described in Article 20.8.1.
Article 20.12. Settlement of Disputes
1. Chapter 22 (Dispute Settlement) shall apply to this Section, as modified by this Article. 2. A Party may have recourse to the procedures set out in this Article and Chapter 22 (Dispute Settlement) only if it considers that a measure of the other Party is inconsistent with an obligation under this Section, or that the other Party has otherwise failed to fulfil an obligation under this Section, in a manner affecting trade between the Parties.
3. A Party may not have recourse to dispute settlement under this Article or Chapter 22 (Dispute Settlement) in connection with any matter arising under Article 20.10.
4. The consulting Parties shall involve officials of their relevant anti-corruption authorities in the consultations.
5. The consulting Parties shall make every effort to find a mutually satisfactory solution to the matter, which may include appropriate cooperative activities or a work plan.
Section D. Final Provisions
Article 20.13. Relation to other International Agreements
Nothing in this Agreement shall affect the rights and obligations of the Parties under the United Nations Convention against Corruption (UNCAC) of 31 October 2003, the United Nations Convention against Transnational Organized Crime of 15 November 2000, or the Inter-American Convention against Corruption of 29 March 1996.
Article 20.14. Relationship to other Chapters of this Agreement
The provisions of other Chapters of this Agreement dealing with matters covered by this Chapter shall prevail over the provisions of this Chapter.
Article 20.15. Relationship to the Legal System of the Parties
Nothing in this Chapter shall be construed to require a Party to provide or permit access to information the disclosure of which would impede law enforcement or otherwise be contrary to the public interest or would prejudice the legitimate commercial interests of particular enterprises, public or private.
Annex 20.1. Contact Points
For the purposes of Article 20.2, the points of contact shall be:
(a) in the case of Chile, the General Directorate for Bilateral Economic Affairs of the Undersecretariat for International Economic Relations, or its successor; and,
(b) in the case of Ecuador, the Undersecretariat for Trade Negotiations and Economic Integration of the Ministry of Production, Foreign Trade, Investment and Fisheries, or its successor.
Chapter 21. ADMINISTRATION OF THE AGREEMENT
Article 21.1. Economic and Trade Commission
The Parties hereby establish the Economic and Trade Commission (hereinafter the "Commission"), which shall be composed of the representatives referred to in Article 1 of Annex 21.1 of this Chapter, or their designees.
Article 21.2. Powers
1. The Commission shall have the following functions:
(a) ensure compliance with and proper implementation of the provisions of this Agreement;
(b) monitor the implementation of this Agreement and evaluate the results achieved in its application;
(c) monitor the work of all committees and working groups established under this Agreement and recommend appropriate action;
(d) periodically evaluate the progress of this Agreement in order to seek its improvement and ensure a bilateral integration process that consolidates and develops an expanded economic space, based on adequate reciprocity, the promotion of fair competition and an active participation of public and private economic agents, and
(e) consider any other matter that may affect or permit the better functioning of this Agreement.
2. The Commission may:
(a) establish and delegate responsibilities to committees;
(b) make decisions to:
(i) amend Annexes 2.1 (Chile Tariff Elimination Schedule) and 2.2 (Ecuador Tariff Elimination Schedule) with a view to improving tariff conditions for market access, 3.1 (Specific Rules of Origin) and 12.1 (Government Procurement);
(ii) amend Annexes 22.1 (Rules of Procedure of the Arbitral Tribunal) and 22.2 (Code of Conduct);
(iii) amend Annex 21.2;
(iv) approve the results of the agreements reached referred to in Article 8.4.8 (Regulatory Cooperation Mechanisms);
(v) implement other provisions of this Agreement, other than those mentioned above, which require development specifically provided for in this Agreement, and
(c) request the advice of persons or entities it deems appropriate;
(d) interpret the provisions of this Agreement, which shall be binding;
(e) recommend amendments to this Agreement to the Parties; and
(f) if agreed by the Parties, take any other action within the scope of their functions that will ensure the achievement of the purposes of this Agreement.
3. The decisions and any other action of the Commission referred to in paragraph 2 shall be implemented in accordance with the legal system of each Party, in accordance with the following procedure:
(a) with respect to Chile, by means of implementing agreements, in accordance with article 54, paragraph 1, subparagraph 4, of the Political Constitution of the Republic of Chile, and
(b) with respect to Ecuador, depending on the type of decisions of the Commission, by Executive Decree, Ministerial Agreement, Resolution of the Foreign Trade Committee or any other administrative act provided by the Organic Code of Production, Trade and Investment (COPCT).
Article 21.3. Agreement Coordinators
1. Each Party shall designate a Coordinator, who shall work jointly on preparations for the meetings of the Commission and shall give appropriate follow-up to the decisions of the Commission.
2. The Coordinating Bodies of each Party shall be:
(a) in the case of Chile, the unit designated by the Director General for Bilateral Economic Affairs of the Undersecretariat for International Economic Relations of the Ministry of Foreign Affairs or its successor, and
(b) in the case of Ecuador, the agency designated by the Vice-Ministry of Foreign Trade of the Ministry of Production, Foreign Trade, Investment and Fisheries or its successor.
Article 21.4. Committee on Rules of Origin and Trade Facilitation
1. The Parties hereby establish the Committee on Rules of Origin and Trade Facilitation (hereinafter referred to as the "Committee"), composed of representatives of each Party.
2. The Committee shall meet at the request of one of the Parties.
3. The Committee shall be responsible for the following functions:
(a) propose to the Commission the adoption of origin and customs practices and guidelines to facilitate trade between the Parties;
(b) propose solutions to the Commission on issues related to:
(i) the interpretation and application of Chapter 3 (Rules of Origin) and Chapter 4 (Trade Facilitation);
(ii) customs tariff classification matters, and
(iii) other matters relating to practices or procedures adopted by the Parties under Chapter 3 (Rules of Origin) and Chapter 4 (Trade Facilitation), and their respective annexes;
(c) ensure compliance with the provisions of Chapter 3 (Rules of Origin) and Chapter 4 (Trade Facilitation), and their respective annexes;
(d) propose to the Commission alternative solutions to the obstacles or inconveniences related to the issues addressed in Chapter 3 (Rules of Origin) and Chapter 4 (Trade Facilitation) that arise between the Parties;
(e) submit the report to the Commission, setting out its findings and recommendations, when, at the request of the Commission and upon the request of a Party, amendments to Chapter 3 (Rules of Origin) and Chapter 4 (Trade Facilitation) are proposed, and
(f) any other matter that the Commission considers relevant.
Annex 21.1. The Commission
For the purposes of Article 21.1, the Commission shall be composed of:
(a) in the case of Chile,the Under-Secretary for International Economic Relations of the Ministry of Foreign Affairs, or his or her representative, and
(b) in the case of Ecuador, the Vice-Minister of Foreign Trade of the Ministry of Production, Foreign Trade, Investment and Fisheries, or his or her representative.
Annex 21.2. Commission Rules and Procedures Composition of Delegations
1. Each Party shall determine the composition of its delegation for each meeting of the Commission.
2. Each Party shall inform the other Party of the composition of its delegation, as expeditiously as possible, at least five (5) days before the date of the meeting. Regular and Special Meetings
3. The meetings of the Commission may be held in person or by any technological means and shall be chaired successively by each Party.
4. The regular meetings of the Commission shall be held once a year and on a mutually agreed date, unless otherwise agreed by the Parties.
5. When regular meetings are held in person, they shall be held alternately in the territory of each Party, unless otherwise agreed by the Parties.
6. Any Party may request that an extraordinary meeting of the Commission be convened. When such meetings are held in person, the Parties shall agree on the place and date at which the Commission shall meet.
7. Unless otherwise agreed by the Parties, the meetings of the Commission shall be closed to the public.
Agenda for Meetings
8. For meetings of the Commission, the host Party shall prepare an agenda.
9. The agenda shall be circulated to the other Party together with any other documents relevant or related to the issues to be addressed at the meeting, at least (10) ten days in advance of the date of the meeting, unless the Parties agree otherwise.
10. The Parties may agree to include any other item on the agenda prior to its adoption.
11. The agenda will be approved by the Commission at the beginning of its meeting.
Decisions and Recommendations
12. The decisions and recommendations of the Commission shall be adopted by consensus.
13. The decisions of the Commission shall:
(a) be titled according to the subject matter;
(b) have a sequential number assigned to them;
(c) specify the date of their adoption and the manner of their entry into force; and
(d) be signed in two original copies.
Minutes
14. At the conclusion of the meeting, the host Party shall take minutes, including a record of the meeting:
(a) the matters discussed at the meeting, with a brief description of the issues addressed;
(b) the results and agreements reached, and
(c) decisions, recommendations and other actions and measures taken.
15. They will be attached to the minutes of the meeting:
(a) the composition of the delegations of each Party;
(b) the texts of the decisions or recommendations adopted, and
(c) if applicable, any other documents relevant or related to the issues addressed.
16. The host Party shall submit the minutes with their annexes for consideration and approval by the other Party at the end of the meeting or, if this is not possible, no later than fifteen (15) days after the end of the meeting.
17. The minutes of the meeting shall be drawn up in two originals.
Meeting Costs
18. The costs of the meetings of the Commission (excluding travel and subsistence expenses of representatives) shall be borne by the host Party.
19. In the case of non-face-to-face meetings, each Party shall bear the costs of its participation in such meetings.
Chapter 22. DISPUTE RESOLUTION
Article 22.1. General Provisions
1. This Chapter seeks to provide an effective, efficient and transparent dispute settlement process between the Parties with respect to the rights and obligations under this Agreement.
2. The Parties shall at all times endeavour to reach agreement on the interpretation and implementation of this Agreement and shall make every effort, through cooperation and consultations, to reach a mutually satisfactory resolution of any matter that might affect its operation.
Article 22.2. Scope of Application
Except as otherwise provided in this Agreement, the dispute settlement provisions of this Chapter shall apply:
(a) to the prevention or settlement of disputes between the Parties concerning the interpretation or application of this Agreement;
(b) where a Party considers that an existing or proposed measure of the other Party is or may be inconsistent with the obligations of this Agreement or;
(c) a Party is otherwise in breach of its obligations under this Agreement; or,
(d) where a Party considers that a measure of the other Party causes nullification or impairment of benefits that it could reasonably have expected under the Chapters on National Treatment and Market Access, Rules of Origin, Trade Facilitation, Sanitary and Phytosanitary Measures, Technical Barriers to Trade, Trade in Services, and Government Procurement.
Article 22.3. Forum Option
1. Disputes arising with respect to the same subject matter that is covered by this Agreement, the WTO Agreement and any other trade agreement to which the Parties are parties may be resolved in any of those fora, at the option of the complaining Party.
2. Two proceedings are deemed to be dealing with the same matter when they relate to the same measure or the same claim of non-conformity or nullification or impairment.
3. Once the complaining Party has requested the establishment of an arbitral tribunal under this Chapter or under one of the agreements referred to in paragraph 1, or has requested the establishment of a panel under the Understanding on Rules and Procedures Governing the Settlement of Disputes, the forum selected shall be exclusive of the others.
4. Where there is more than one dispute concerning the same subject matter under this Agreement, they shall, to the extent possible, be heard by the same arbitral tribunal, if the Parties so agree.
5. Nothing in this Agreement shall be construed to prevent a Party from taking a measure consistent with the WTO Agreement, including a suspension of concessions and other obligations authorized by the WTO Dispute Settlement Body, or a measure authorized under a dispute settlement procedure of another trade agreement to which both Parties are parties.
Article 22.4. Consultations
1. Either Party may request in writing to the other Party consultations with respect to any matter referred to in Article 22.2. 2. All requests for consultations shall state the reasons for the request, including identification of the existing or proposed measure or matter at issue, and the legal basis for the request.
3. The Party to which the request for consultations was addressed shall respond in writing within ten (10) days from the date of its receipt, unless the Parties agree otherwise.
4. The Parties shall hold consultations within thirty (30) days from the date of receipt of the request, or within such other period as the Parties may agree.
5. During consultations, the Parties shall make every effort in good faith to reach a mutually satisfactory resolution of the matter submitted for consultations. To this end, the Parties shall:
(a) provide sufficient information to permit a full examination of how the existing or proposed measure, or any other matter, may affect the operation and implementation of this Agreement, and
(b) treat confidential information received in the course of the consultation with the same confidentiality treatment as that accorded to it by the Party that provided it.
6. With a view to obtaining a mutually satisfactory resolution of the matter, the Party that requested the consultations may make proposals to the other Party, which shall give due consideration to such proposals.
7. The Parties shall make every effort to provide each other with the information requested during the consultations and to involve, at the request of a Party, specialized personnel from their governmental agencies or other regulatory bodies with competence in the subject matter of the consultations.
8. The consultation period shall not exceed sixty (60) days from the date of receipt of the request for consultations, unless the Parties agree on a different period.
9. Consultations may be held in person or by any available technological means, as agreed by the Parties. Unless otherwise agreed by the Parties, face-to-face consultations shall be held in the capital of the consulted Party.
10. Consultations will be confidential.