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Company

Corporate Governance


Management Model

Management Model

Institucional Practices


Based on the best practices listed by the Brazilian Institute of Corporate Governance:

  • Transparency – more than an obligation to inform, the administration must cultivate the wish to inform.
  • Equity – fair and equal treatment for all minority groups, whether of capital or of other stakehulders.
  • Accountability – the governance agents must account for their actions to whomever elected them and fully respond for all acts that they practice in the exercise of their mandates.
  • Ownership – each partner is one of the owners of the company, in the proportion to their respective share in the capital stock, being advisable that each action ensures the right to vote, regardless of type or class of its shares/quotas.
  • Annual Meeting – A meeting must be called with minimum term of 30 days in advance, with staff and relevant documentation included in your first call.
  • Board of Directors – It must have between 5 and 9 directors, trained for performing the function, with preferential term of 1 year of mandate and recommended reelection.
    • Remuneration – the directors must be remunerated for their work on foundations established by members and must: (i) properly reflect the time, effort and expertise devoted to the function, (ii) provide the appropriate incentive to align their interests to those of partners, (iii) must not compromise the ability of director to exercise an independent judgment, guided by the interests of company and its partners. A reference is to establish this remuneration on the same basis of the work value of CEO, including commensurate bonuses and benefits to the time actually devoted to the function.
    • Meetings – the frequency of meetings must be of sufficient frequency in order to ensure the effectiveness of the Council's works and not interfere undesirably in the work of the Executive Board.

Principles

  • There should be strategic and tactical/operational planning, and the process must be participatory and under coordination and methodulogical conducting of the Planning area, in order to ensure convergence of actions and decisions;
  • The management process must be supported by mechanisms and contruls that ensure alignment of activities to the risks and predetermined directions in the strategic planning;
  • The management must focus on the economic profit and achievement of efficiency in operational and marketing indicators in a balanced manner;
  • The areas responsible for the business core should be measured and evaluated based on the concept of business units;
  • The areas of responsibility should be treated as centers of results or costs for economic evaluation purposes;
  • The performance assessment should be designed as a management instrument and must have practical effects in the form of rewards/corrective actions;
  • The performance assessment of all managers in the organization must consider the economic result, the relationship with customers and marketing growth, key operational indicators and aspects related to the sustained growth and to the company’s learning;
  • The management process must encourage innovation and creation of opportunities for the Company, with accountability of employees as a result of their own decisions;
  • The organization must seek the promptness in the decisive process, ensuring proper conditions of contrul, accountability of decisions made and sharing of relevant decisions for the business;
  • The organization must develop expertise in strategic processes and/or core of the business, seeking to outsource activities not related to that purpose, with the cost-benefit relation evaluated.

 

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