In compliance with the current Chilean rules and regulations, a Directors’ Committee was established at the Company on May 23, 2001. At the Board of Directors meeting of April 25, 2011, Jorge Desormeaux Jiménez replaced Christián Skibsted Cortés as member of the Directors’ Committee. As of April 25, 2011, the Directors’ Committee members are Sergio de la Cuadra Fabres (President), Jorge Desormeaux Jiménez and Rafael Guilisasti Gana. The primary functions of the Directors’ Committee include:

• reviewing balance sheets and financial statements and reports from accounting oversight bodies and auditors;
• proposing outside auditors and credit risk rating companies to the Board;
• examining background information regarding the Company's operations with related persons;
• reviewing managers' and executive officers' compensation plans; and
• monitoring internal control systems used at Viña Concha y Toro and its affiliated companies.

The Directors’ Committee convened on thirteen separate occasions during the fiscal year 2010. The following were among the principal activities of the Directors’ Committee during 2010, Annual Activity Report:At a meeting held on January 28, the Committee reviewed and approved the Internal Audit Periodic Report previously informed by the administration of the Company. In turn, the Committee approved a proposal of KPMG for services.
 
At a meeting held on February 25, the Committee reviewed the Management Letter (Final Report on Internal Control) prepared by the external auditors KPMG with respect to fiscal year 2009. It was concluded that there were no important weaknesses, and therefore, the Committee proceeded to approve the Audited Financial Statements of the Company for 2009.
 
At a meeting held on March 25, the Committee approved a donation to “Fundación Casa Básica” to help with the post-earthquake reconstruction process.
 
At a meeting held on April 22, the Chief Financial Officer presented to the Committee financial statements prepared in accordance with the IFRS standards. The financial statements were approved by the Committee. The Committee proposed to the Board of Directors to have KPMG as External Auditors for fiscal year 2010. Finally, the Committee approved transactions with related parties.
 
At a meeting held on May 27, the Committee discussed the Internal Audit Quarterly Report with special attention to matters relating to the Company’s foreign subsidiaries Trivento Bodegas SA, VCT Brazil, Concha y Toro UK. The Committee approved this report which provided guidelines for optimizing the audit management.

At a meeting held on June 30, the Committee received the audit partner of KPMG, Mr. Benedicto Vásquez, who spoke before the Committee regarding the Company’s Annual Report on Form 20-F for the 2009 fiscal year, the delivery of which is required for entities registered with the Securities and Exchange Commission (SEC).
At a meeting held on July 29, the Committee received the purchase transactions report of grapes and wines with related and non-related parties.
 
At a meeting held on September 7, the Committee reviewed the semi-annual financial information of the Company. The audit partner of KPMG, Mr. Benedicto Vasquez, reported that there were no significant audit adjustments to be made in the financial statements on June 30, 2010. The Committee approved the report submitted to the Board.
 
At a meeting held on November 9, the Committee reviewed and approved the quarterly financial information of the Company and agreed to its submission to the Board of the Company.
From time to time, the Committee reviews and discusses potential transactions with related parties and reports provided by the Company’s internal and external auditors.

Finally, the last session of the year dated on December 23, the Committee reviewed and approved the Preliminary Report of Internal Audit and the Internal Control Report of the Company (Management Letter) issued by KPMG. It was agreed to present reports to the Board. Finally, the Committee approved the report about remunerations and compensations of senior executives and managers of the Company.

According to Chilean Corporation Law, the remuneration of each member of the Committee cannot be less than a third of the remuneration set for the members as a member of the Board of Directors. The Shareholders Meeting approved the remuneration for each member of the Committee for an amount equal to a third of the remuneration that they received as directors of the Company.

The ordinary shareholders approved an operating budget for this Committee of Ch$ 25.0 million annually. During fiscal year 2010, the Committee engaged external professional advice for the amount of Ch$15.6 million.

Since April 2011, the members of the Audit Committee are: Sergio de la Cuadra Fabres, Jorge Desormeaux Jiménez and Rafael Guilisasti Gana. Sergio de la Cuadra Fabres and Jorge Desormeaux Jiménez are independent directors while Rafael Guilisasti is not independent. Mr. Guilisasti is relying on an exemption of the Listing Standards relating to Audit Committees of Rule 10A-3 promulgated under the Exchange Act. See Item 16.D. — “Exemptions from the Listing Standards for Audit Committees.”

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

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