2. Agreement between the Government of the Czech Republic and the Government of the Republic of Chile on the Reciprocal Promotion and Protection of Investments, done in Prague on 24 April 1995;
3. Agreement between the Government of the Kingdom of Denmark and the Government of the Republic of Chile concerning the Promotion and Reciprocal Protection of Investments, done in Copenhagen on 28 May 1993;
4. Treaty between the Republic of Chile and the Federal Republic of Germany on the Promotion and Reciprocal Protection of Investments (Vertrag zwischen der Bundesrepublik Deutschland und der Republik Chile über die Förderung und den gegenseitigen Schutz von Kapitalanlagen), done in Santiago de Chile on 21 October 1991;
5. Agreement between the Government of the Hellenic Republic and the Government of the Republic of Chile on the Promotion and Reciprocal Protection of Investments, done in Athens on 10 July 1996;
6. Agreement between the Kingdom of Spain and the Republic of Chile on the Reciprocal Protection and Promotion of Investments, done in Santiago de Chile on 2 October 1991;
7. Agreement between the Government of the Republic of France and the Government of the Republic of Chile on the Reciprocal Promotion and Protection of Investments, done in Paris on 4 July 1992;
8. Agreement between the Government of the Republic of Croatia and the Government of the Republic of Chile on the Reciprocal Promotion and Protection of Investments, done in Santiago de Chile on 28 November 1994;
9. Agreement between the Government of the Republic of Chile and the Government of the Italian Republic on the Promotion and Protection of Investments, done at Santiago de Chile on 8 March 1993;
10. Agreement between the Republic of Austria and the Republic of Chile on the Promotion and Reciprocal Protection of Investments, done in Santiago de Chile on 8 September 1997;
11. Agreement between the Government of the Republic of Poland and the Government of the Republic of Chile on the Reciprocal Promotion and Protection of Investments, done in Warsaw on 5 July 1995;
12. Agreement between the Portuguese Republic and the Republic of Chile on the Promotion and Reciprocal Protection of Investments, done in Lisbon on 28 April 1995;
13. Agreement between the Government of Romania and the Government of the Republic of Chile on the Reciprocal Promotion and Protection of Investments, done in Bucharest on 4 July 1995;
14. Agreement between the Government of the Republic of Finland and the Government of the Republic of Chile on the Promotion and Reciprocal Protection of Investments, done at Helsinki on 27 May 1993;
15. Agreement between the Government of the Kingdom of Sweden and the Government of the Republic of Chile on the Promotion and Reciprocal Protection of Investments, done in Stockholm on 24 May 1993.
ANNEX 17-G. PUBLIC DEBT
1. No claim that a restructuring of debt of a Party breaches an obligation under Section C of Chapter 17 may be submitted or, if already submitted, be pursued under Section D of that Chapter, if the restructuring is a negotiated restructuring at the time of submission or becomes a negotiated restructuring after such submission.
2. Notwithstanding Article 17.30, and subject to paragraph 1 of this Annex, an investor of the other Party may not submit a claim under Section D of Chapter 17 that a restructuring of debt of a Party breaches Article 17.9 or 17.11 (1) or an obligation under Section C of Chapter 17, unless 270 days have elapsed from the date of submission by the claimant of the written request for consultations pursuant to Article 17.27.
3. For the purposes of this Annex:
(a)‘negotiated restructuring’ means the restructuring or rescheduling of debt of a Party that has been effected through (i) a modification or amendment of debt instruments, as provided for under their terms, including their governing law, or (ii) a debt exchange or other similar process in which the holders of no less than 66 % of the aggregate principal amount of the outstanding debt subject to restructuring, excluding debt held by that Party or by entities owned or controlled by it, have consented to such debt exchange or other process;
(b) ‘governing law of a debt instrument’ means the legal and regulatory framework applicable to a debt instrument.
4. For greater certainty, ‘debt of a Party’ includes, in the case of the EU Party, debt of a government of a Member State at the central or at regional or local level.
ANNEX 17-H. MEDIATION MECHANISM FOR INVESTOR-TO-STATE DISPUTES
1. Initiation of the Procedure
(a) A disputing party may request, at any time, the commencement of a mediation procedure. Such request shall be addressed to the other disputing party in writing. If the request concerns an alleged breach of the provisions referred to in Article 17.25(1) by the authorities of the EU Party, and no respondent has been determined pursuant to Article 17.28, such request shall be addressed to the European Union. If the request is accepted, the response shall specify whether the European Union or the Member State concerned shall be a party to the mediation (1).
(b) The disputing party to which such request is addressed shall give sympathetic consideration to the request and accept or reject it in writing within 20 working days of its receipt.
2. Rules of the Mediation Procedure
(a) The disputing parties shall endeavour to reach a mutually agreed solution within 90 days of the appointment of the mediator. Pending a final agreement, the disputing parties may consider possible interim solutions.
(b) Mutually agreed solutions shall be made publicly available. However, the version disclosed to the public may not contain any information that a disputing party has designated as confidential or protected.
3. Relationship to Dispute Settlement
(a) The procedure under this mediation mechanism is not intended to serve as a basis for dispute settlement procedures under this Agreement or any other agreement. A disputing party shall not rely on or introduce as evidence in such dispute settlement procedures, nor shall any adjudicative body take into consideration, the following:
(i) positions taken by a disputing party in the course of the mediation procedure;
(ii) the fact that a disputing party has indicated its willingness to accept a solution to the measure subject to mediation; or
(iii) advice given or proposals made by the mediator.
(b) The mediation mechanism is without prejudice to the rights and obligations of the Parties and the disputing parties under Section D of Chapter 17 and under Chapter 38.
(c) Unless the disputing parties agree otherwise, and without prejudice to Article 17.27, all steps of the procedure, including any advice or proposed solution, shall be confidential. The Party engaged in mediation may disclose to the public that mediation is taking place.
ANNEX 17-I. CODE OF CONDUCT FOR JUDGES, MEMBERS AND MEDIATORS
1. Scope
This Code of Conduct applies to Judges, Members of the Appeal Tribunal and Candidates, and, mutatis mutandis, to mediators, in accordance with Section D of Chapter 17.
2. Definitions
For the purposes of this Code of Conduct:
(a) ‘Candidate’ means a natural person who is under consideration for appointment as a Judge or as a Member of the Appeal Tribunal, but who has not yet been confirmed in such role;
(b) ‘ex parte communication’ means any communication by a Judge or a Member of the Appeal Tribunal with a disputing party, its counsel, affiliate, subsidiary or other related person concerning proceedings before the Tribunal or Appeal Tribunal, without the presence or knowledge of the other disputing party or its counsel;
(c) ‘Judge’ means a natural person who has been appointed to the Tribunal of first instance; and
(d) ‘Member of the Appeal Tribunal’ means a natural person who has been appointed to the Appeal Tribunal.
3. Independence and impartiality
(a) Judges and Members of the Appeal Tribunal shall be independent and impartial.
(b) The obligations under subparagraph (a) include the following:
(i) not to be influenced by loyalty to a disputing party or any other person or entity;
(ii) not to take instructions from any government or organisation or person on any matter addressed in proceedings before the Tribunal or the Appeal Tribunal;
(iii) not to be influenced by any past, present or prospective financial, business, professional or personal relationship;
(iv) not to use their position to advance any financial or personal interest they might have in a disputing party or in the outcome of proceedings before the Tribunal or the Appeal Tribunal;
(v) not to assume any function or accept any benefit that would interfere with the performance of their duties; or
(vi) not to take any action that creates an appearance of a lack of independence or impartiality.
4. Limit on multiple roles
(a) A Judge or a Member of the Appeal Tribunal shall not exercise any political or administrative function. A Judge or a Member of the Appeal Tribunal shall not engage in any other occupation of a professional nature which is incompatible with the obligation of independence and impartiality, or with the demands of the terms of office. In particular, a Judge or a Member of the Appeal Tribunal shall not act as a counsel or party-appointed expert or witness in another proceeding in accordance with Article 17.36(1).
(b) A Judge or a Member of the Appeal Tribunal shall declare any other function or occupation to the Joint Committee and to the President of the Tribunal or President of the Appeal Tribunal, as appropriate. Any question regarding subparagraph (a) shall be settled by the President of the Tribunal or President of the Appeal Tribunal.
(c) A former Judge or Member of the Appeal Tribunal shall not become involved in any manner in any proceedings before the Tribunal or Appeal Tribunal which were pending during that Judge or Member's term of office.
(d) A former Judge or Member of the Appeal Tribunal shall not act as counsel, or as party-appointed expert or witness in any proceedings before the Tribunal or Appeal Tribunal for a period of three years following the end of the term of office of that Judge or Member.
5. Duty of diligence
A Judge or a Member of the Appeal Tribunal shall perform the duties of that office diligently in accordance with the terms of office.
6. Integrity and competence
(a) A Judge or a Member of the Appeal Tribunal shall:
(i) conduct the proceedings competently and in accordance with high standards of integrity, fairness and civility;
(ii) possess the necessary competence and skills and make all reasonable efforts to maintain and enhance the knowledge, skills and qualities necessary to perform the duties of that office; and
(iii) not delegate the decision-making function.
7. Ex parte communication
Ex parte communication is prohibited, unless permitted by the applicable rules on dispute settlement.
8. Confidentiality
(a) Unless permitted by the applicable rules on dispute settlement, a Judge, a Member of the Appeal Tribunal or a former Judge or Member of the Appeal Tribunal shall not:
(i) disclose or use any information concerning, or acquired in connection with, proceedings before the Tribunal or Appeal Tribunal;
(ii) disclose any draft decision prepared in proceedings before the Tribunal or Appeal Tribunal; or
(iii) disclose the contents of the deliberations in proceedings before the Tribunal or Appeal Tribunal.
(b) Unless permitted by the applicable rules on dispute settlement, a Judge or Member of the Appeal Tribunal shall not comment on a decision rendered in proceedings before the Tribunal or Appeal Tribunal, and a former Judge or Member of the Appeal Tribunal shall not comment on a decision rendered in proceedings before the Tribunal or Appeal Tribunal for a period of three years following the end of the term of office of that Judge or Member.
(c) The obligations laid down in this paragraph shall not apply if and to the extent that a Judge or a Member of the Appeal Tribunal, or a former Judge or Member of the Appeal Tribunal, is legally compelled to disclose the information in a court or other competent body or needs to disclose such information to protect or pursue the legal rights of that Judge or Member or in relation to legal proceedings before a court or other competent body.
9. Disclosure obligations
(a) A Candidate and a Judge or a Member of the Appeal Tribunal shall disclose any circumstances likely to give rise to justifiable doubts as to the independence or impartiality of that Candidate, Judge or Member of the Appeal Tribunal.
(b) Regardless of whether required under subparagraph (a), a Candidate shall disclose all proceedings in which that Candidate is currently or has been involved in the past five years as an arbitrator, counsel, expert or witness.
(c) Regardless of whether required under subparagraph (a), the following information shall be disclosed by a Judge or a Member of the Appeal Tribunal with regard to proceedings in which that Judge or Member of the Appeal Tribunal is adjudicating or is expected to adjudicate:
(i) any financial, business, professional or close personal relationship in the past five years with:
(A) a disputing party in the proceedings;
(B) the counsel of a disputing party in the proceedings;
(C) an expert or witness in the proceedings; or
(D) any person or entity identified by a disputing party as being related, or as having a direct or indirect interest in the outcome of the proceedings, including a third-party funder; and
(ii) any financial or personal interest in:
(A) the outcome of the proceedings;
(B) any other proceedings involving the same measure; or
(C) any other proceedings involving a disputing party or a person or an entity identified by a disputing party as being related.
(d) For the purposes of subparagraphs (a), (b) and (c), a Candidate and a Judge or a Member of the Appeal Tribunal shall make all reasonable efforts to become aware of the circumstances or information referred to in those subparagraphs.
(e) A Candidate shall make the disclosure to the Joint Committee referred to in this paragraph prior to confirmation of that Candidate's appointment as a Judge or a Member of the Appeal Tribunal.
(f) A Judge or a Member of the Appeal Tribunal shall make the disclosure in accordance with the applicable rules on dispute settlement, as soon as that Judge or Member of the Appeal Tribunal becomes aware of the circumstances and information referred to in subparagraphs (a) and (c). Such disclosure shall be made to the President of the Tribunal or President of the Appeal Tribunal, as appropriate. A Judge or a Member of the Appeal Tribunal shall have a continuing duty to make further disclosures based on new or newly discovered circumstances and information.
(g) Any Candidate, Judge or Member of the Appeal Tribunal shall err in favour of disclosure if that Candidate, Judge or Member of the Appeal Tribunal has any doubt as to whether a disclosure shall be made.
(h) The fact of non-disclosure does not in itself necessarily establish a lack of independence or impartiality.
10. Compliance with the Code
Compliance with this Code shall be governed by the rules of Section D of Chapter 17.
PROTOCOL TO THE ADVANCED FRAMEWORK AGREEMENT BETWEEN THE EUROPEAN UNION AND ITS MEMBER STATES, OF THE ONE PART, AND THE REPUBLIC OF CHILE, OF THE OTHER PART ON THE PREVENTION OF AND FIGHT AGAINST CORRUPTION
Section I. GENERAL PROVISIONS
1. Objectives
1. The Parties affirm their commitment to prevent and fight corruption in international trade and investment and recall that corruption undermines good governance and economic development and distorts international competitive conditions.
2. The Parties recognise that corruption can affect trade as it may compromise market access opportunities and erode commitments aimed at creating a level playing field. Corruption also affects investors and enterprises seeking to participate in trade and investment.
3. The Parties recognise that corruption is a transnational issue and is linked to other forms of transnational and economic crime, including money laundering, and should be addressed with a multi-disciplinary approach and close cooperation at international level.
4. The Parties recognise the need to build integrity and enhance transparency within both the public and private sectors and recognise that each sector has complementary responsibilities in respect of fighting corruption.
5. The Parties recognise the importance of the work carried out by international and regional organisations, including the UN, WTO, OECD, the Financial Action Task Force (FATF), the Council of Europe, and the Organization of American States (OAS), to prevent and fight against corruption in matters affecting international trade and investment and, therefore, commit to work jointly in order to encourage and support appropriate initiatives.
6. The Parties reiterate their shared commitment under Sustainable Development Goal 16 to substantially reduce corruption and bribery in all their forms.
7. The Parties recognise the important work undertaken by the G20 Anti-Corruption Working Group.
8. The objective of this Protocol is to set a bilateral framework of commitments to combat and prevent corruption affecting trade and investment in the relationship between the Parties.
9. The Parties recognise that the description of offences adopted or maintained in accordance with this Protocol, and of the applicable legal defences or legal principles controlling the lawfulness of conduct, is reserved to the law of each Party, and that those offences shall be prosecuted and punished in accordance with the law of each Party.
2. Scope
This Protocol applies to corruption affecting matters covered by Part III of this Agreement.
3. Relation to other Agreements
Nothing in this Protocol shall affect the rights or obligations of the Parties under any other treaties, such as the United Nations Convention against Corruption (UNCAC), the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, adopted at Paris on 21 November 1997, the Inter-American Convention Against Corruption, adopted at Caracas on 29 March 1996, and relevant legal instruments adopted by the Council of Europe.
Section II. MEASURES TO COMBAT CORRUPTION
4. Active and Passive Bribery of Public Officials
The Parties recognise the importance of fighting active and passive bribery of public officials affecting trade and investment.
To that end, the Parties reaffirm, in particular, their commitments under Articles 15 and 16 of the UNCAC to adopt ormaintain such legislative and other measures as may be necessary to establish the active and passive bribery of public officials and the active bribery of foreign public officials and officials of public international organisations as criminal offences, when committed intentionally. The Parties also reaffirm their commitment to consider adopting such legislative and other measures as may be necessary to establish passive bribery of foreign public officials and officials of public international organisations as criminal offences, when committed intentionally.
5. Active and Passive Bribery In the Private Sector
1. The Parties recognise the importance of fighting active and passive bribery affecting trade and investment in the private sector. To that end, the Parties reaffirm their commitments under Article 21 of the UNCAC to consider adopting such legislative and other measures as may be necessary to establish as criminal offences active and passive bribery in the private sector, when committed intentionally in the course of economic, financial or commercial activities.
2. The Parties recognise the harmful effects of facilitation payments to public officials, as they undermine efforts to combat corruption and incentivise bribery. To that end, the Parties reaffirm their commitments under paragraph 4 of Article 12 of the UNCAC to disallow the tax deductibility of expenses that constitute bribes and, if appropriate, other expenses incurred in furtherance of corrupt conduct.
6. Corruption and Money Laundering
The Parties, recognising the interlinkage between corruption and money laundering, reaffirm their commitments under Article 23 of the UNCAC.
7. Liability of Juridical Persons
The Parties recognise that establishing the liability of juridical persons and ensuring availability of effective, proportionate and dissuasive criminal or non-criminal sanctions are necessary to advance the global fight against corruption in international trade and investment. To that end, the Parties reaffirm their commitments under Article 26 of the UNCAC.
Section III. MEASURES TO PREVENT CORRUPTION IN THE PRIVATE SECTOR
8. Responsible Business Conduct
1. The Parties recognise the importance of preventive measures and responsible business conduct in averting corruption, including financial and non-financial reporting obligations and corporate social responsibility practices.
2. The Parties recognise the necessity of taking into account the needs and constraints of small and medium-sized enterprises when considering measures under paragraph 1.
3. The Parties recall their support to the OECD Guidelines for Multinational Enterprises in relation to anti-corruption.
9. Financial Reporting
1. In line with their commitments under the UNCAC, the Parties recognise the importance of enhancing accounting and auditing standards in the private sector as a way of preventing corruption.
2. Each Party shall consider in particular the following measures to achieve that objective:
(a) encouraging private enterprises, taking into account their structure and size, and in particular the specific needs of small and medium-sized enterprises, to implement measures to assist in the prevention and detection of acts of corruption; such measures may include compliance with a corporate governance code, internal audit function or sufficient internal controls; and
(b) requiring that the accounts and financial statements of such private enterprises are subject to appropriate auditing and certification procedures.
3. Each Party shall take such measures as may be necessary, in accordance with its laws and regulations, on the disclosure of financial statements and maintenance of accounting and auditing standards.
4. Each Party should consider adopting or maintaining measures encouraging external auditors to report to the competent authorities any acts they suspect may constitute an offence specified in Articles 4, 5 and 6. If such reporting is required in accordance with its law, the Party shall ensure that the external auditors making such reports reasonably and in good faith are protected from legal action regarding breaches of any contractual or legal restriction on disclosure of information.
10. Transparency In the Private Sector
1. The Parties recognise that transparency can contribute to deterring corruption affecting trade and investment and, to that end, recall their commitments under paragraph 2 of Article 12 of the UNCAC, in particular in respect of the following measures that could achieve the objective of ensuring greater transparency in the private sector involved in commercial activities relating to trade and investment under Part III of this Agreement:
(a) promoting the development of standards and procedures designed to safeguard the integrity of relevant private entities, including codes of conduct for the correct, honourable and proper performance of business activities and activities of all relevant professions and the prevention of conflicts of interest, and for the promotion of the use of good commercial practices among businesses and in the contractual relations of businesses with public authorities;
(b) preventing the misuse of procedures that regulate private entities, including procedures regarding subsidies and licences granted by public authorities for commercial activities; and
(c) promoting measures to prevent conflicts of interest by imposing restrictions, as appropriate and for a reasonable period of time, on the professional activities of former public officials or on the employment of public officials by the private sector after their resignation or retirement, where such activities or employment relate directly to the functions performed or supervised by those public officials during their tenure of office.
2. Each Party shall encourage listed enterprises, banks and insurance companies to report on the measures they have taken to prevent and fight corruption. Each Party shall take such measures as may be necessary on the disclosure of such reports.
11. Measures to Prevent Money Laundering
1. Recognising the importance of preventing money laundering and its potential impact on trade and investment, the Parties confirm their commitment to adopt or maintain a comprehensive domestic regulatory and supervisory regime for financial institutions and designated non-financial business and professions (‘DNFBPs’) in accordance with existing commitments under the UNCAC and the Recommendations of the FATF. The Parties shall promote the implementation of the FATF Recommendations 24 on the Transparency and Beneficial Ownership of Legal Persons and 25 on the Transparency and Beneficial Ownership of Legal Arrangements.
2. In accordance with the commitments, Recommendations and principles referred to in paragraph 1, a Party shall maintain or adopt measures that:
(a) ensure that its laws and regulations include a definition of ‘beneficial owner’ that covers natural persons who ultimately own or control a customer and natural persons on whose behalf a transaction is being conducted; it shall also include those persons who exercise ultimate effective control over a juridical person or legal arrangement;
(b) ensure that corporate or other legal entities incorporated within its territory are required to obtain and hold adequate, accurate and current information on their beneficial ownership, including the details of the beneficial interests held;
(c) ensure that trustees of express trusts maintain adequate, accurate and current beneficial ownership information, including of settlors, the protector, if any, trustees and beneficiaries or class of beneficiaries, and any other natural person exercising ultimate effective control over the trust; these measures should also apply to other legal arrangements with a structure or function similar to express trusts;
(d) require financial institutions and DNFBPs to identify the customer and verify that customer's identity, as well as to identify the beneficial owner and take reasonable measures to verify the identity of the beneficial owner, such that the financial institution or DNFBP is satisfied that it knows who the beneficial owner is; DNFBPs are understood to be those defined by the FATF Recommendations;
(e) put in place mechanisms to ensure that the relevant authorities as defined by its laws and regulations have access to beneficial owner information in a timely manner;
(f) ensure that its competent authorities participate in information exchanges on beneficial ownership with international counterparts in a timely and effective manner;