Evolving in Corporate Governance - Case 1

BUSINESS

National leading company in its segment and currently listed on B3 has adherent Corporate Governance practices and in constant search of the best national and international benchmarks.

It stands out because it includes a heterogeneous Board of Directors made up of Shareholders and External Directors, strengthened by structured and active Support Committees, in addition to a permanent Fiscal Council.

CHALLENGES

Promote best practices, processes and establish new structures necessary for evolutionary performance:

• Consolidate practices and processes and improve the rites of the existing Governance structure;
• Organize the functions of compliance, risk management, internal audit and the code of conduct;
• Improve the communication process between Governance agents and those of management agents;
• Ensure compliance with the determinations of national and international regulatory agents;
• Support and share best practices with the Investor Relations area.

DEVELOPMENT

Governance Consolidation: evaluate, propose and supervise the evolution of the practices and processes of the Governance structure, according to the bylaws and regulations, including, among other actions, the proposition and management of the annual recurring agenda of the Board and the Support Committees.

Planning: compliance with the annual calendar of the Board of Directors, the Committees and the Fiscal Council, the management of the technical content of the agendas and the operational rites of the formal Governance meetings.

Organization: the functions of compliance, risk management, internal audit and the code of conduct, as well as its practices and processes. The performance model was implemented to ensure compliance and risk monitoring, serving national and international regulatory agents ( Securities and Exchange Commission , Securities Exchange Commission - USA , and others). In addition, the internal audit process was rendered accountable to the Fiscal Council (with the functions of an audit committee), the operationalization of the internal and supplier code of conduct and the management of the confidential denunciation channel.

Improvement of the communication process: between the agents of Governance and those of Management Agents. An objective and assertive process flow was implemented to guarantee quality information to the entire chain, regarding the technical topics of the Governance guidelines, providing board members with conditions to cast a duly informed vote.

DELIVERABLE

Governance practices, processes and structures operating at the maturity level compatible with the company, as follows:

• Governance structures (Board of Directors, Committees, Fiscal Council, internal audit and compliance function) operating with practices and processes at an international level.
• Rites in corporate governance operating according to best practices.
• Governance, internal audit, risk management and code of conduct / reporting channel processes and practices operating effectively and in compliance with the legal recommendations of regulatory agents and entities acting in Governance.

 

RESULTS

Board of Directors, Committees and Fiscal Council acting independently and supported in the performance of their duties.

Commitments fulfilled - including reports and schedules - with the market and other stakeholders.

Signatory company to the legal demands and the national and international regulatory agents regarding Governance.

Developed governance capable of enabling the company to integrate the best levels of corporate governance.

Company serving investors with quality and on time.

Achievement of good reputation and image favoring relations with the capital market and with other stakeholders .