According to IBGC, corporate governance is the system by which companies are driven and monitored, encompassing the relationship between the shareholders, board of directors, executive boards, independent auditors and fiscal council. The basic principles guiding this practice are: (i) transparency; (ii) equity; (iii) accountability; and (iv) corporate responsibility.
The principle of transparency means the management cultivating the desire to inform not only the company’s economic and financial performance, but also all other (even intangible) factors that guide the business. The principle of fairness means giving fair and equal treatment to all shareholders and other stakeholders. The principle of accountability, in turn, represents the accountability of the work of the corporate governance agents to those who elected them, with them being fully responsible for all the acts they practice. Finally, the principle of corporate responsibility represents a broader view of the business strategy, incorporating considerations, in its business model, the several capitals (financial, manufactured, intellectual, human, social, environmental, reputational, etc.) in the short, medium and long-term.
Among the corporate governance practices recommended by the IBGC in its Code of best Corporate Governance Practices, we have adopted the following:
- Our Board of Directors is comprised with at least 2 (or 20%, whichever is greater) independent board members;
- It is prohibited to maintain simultaneous positions as both executive officer and member of the board of directors or advisory committee;
- Established advisory committees: Audit and Risk Management, Corporate Governance & Human Talents and Strategy & Innovation;
- Hiring an independent audit firm to assess our balance sheets and financial statements, with quarterly reports to the Board of Directors, through the Audit and Risk Management Committee;
- Internal Audit, with the responsibility to monitor, assess and make recommendations to improve the internal controls and the rules and procedures established by the management;
- Management of the risks to which the Company is subject, to support the decision-making process;
- Statutory provision to install a Fiscal Council;
- Clear definition in the Bylaws (a) of the procedure to convene a Shareholders’ Meeting; and (b) of the procedure to elect and dismiss the members of the Board of Directors and of the Executive Board, including the term of office;
- Transparency in the public disclosure of the annual report of the management;
- Free access to the Company’s information by members of the Board of Directors;
- Integrity Channel, or complaint channel, to receive opinions, criticisms and complaints about behaviors that are in disagreement with the Code of Conduct;
- The General Shareholders’ Meeting is responsible for resolving on: (a) capital increase or decrease and other amendments to the Bylaws; (b) election or dismissal, at any time, of members of the board of directors and fiscal council; (c) to take, annually, the accounts of the management and to resolve on the financial statements; and (d) transformation, merger, incorporation, spin-off, dissolution and liquidation of the company; and
- Choosing the venue for the Shareholders’ Meeting in order to streamline the attendance of all members or their representatives.