CORPORATE GOVERNANCE

What is Corporate Governance?

According to IBGC (Brazilian Institute of Corporate Governance) “… is the system by which organizations are directed, monitored and encouraged, involving the relationships between Owners, Board of Directors, Boards and Control Bodies.”

Good Corporate Governance practices translate principles into objective recommendations, aligning interests with the purpose of preserving and optimizing the value of the organization, facilitating its access to resources and contributing to its longevity.

The Boards of Directors, which are fundamental to complete Corporate Governance, although they are mandatory for S.A.’s Companies, have been trained and conducted in a professional and efficient manner, also in closed companies, even though their officers are not required by law. They are the link between Shareholders and Managers, having important and well defined functions.

The Board of Directors

Imagine having an internal body, able to watch over the values and purposes of the organization and to draw strategic guidelines that respect the interests of the shareholders, in order to prevent and manage situations of conflict of interest and manage differences of opinion: this is the Board of Directors.

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The Board of Directors

The Board of Directors discusses and deliberates on the matters that involve:

Strategy.

System of internal controls, including policies and limits.

Policy and people management.

Capital structure.

Appetite and risk tolerance.

Fusions and acquisitions.

Hiring, exemption, evaluation and compensation of directors and other executives.

Selection and evaluation of the independent audit.

Succession proceedings.

Practices of corporate governance.

Relationship with stakeholders.

Code of conduct.

The Practice of Counseling

In limited companies and private companies, the Practice of Counseling exceeds the mission of Board Member when participating in a Board of Directors.

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The Practice of Counseling

A Board Member acting on the Board of Directors focuses on the Business Institution, seeking to protect and enhance the organization, optimize the return on investment in the long term and seek a balance between the wishes of the stakeholders, participants or not. So, each receive the appropriate benefit and proportional to the relationship it has with the organization and the risk to which it is exposed. In limited companies and privately held companies, where a board of directors and the formalities imposed by governance standards are made unfeasible by the cost of management, the practice of counseling becomes an important tool of strategic direction for both company and owners.

Advantages of the Board of Directors

Corporate Governance is not restricted to the Board of Directors, but undoubtedly, the Board is the personification of Corporate Governance.

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Advantages of the Board of Directors

With the Board of Directors, the company gains a Government in favor of the interests of the Shareholders.

Council meetings bring official decision-making and follow-up.

The officialization of principles and goals to be achieved favor the relationship between the Executive Board and the Shareholders.

Prepares the company for succession moments.

Mauricio Siqueira, Counselor and Co-founder of C&S, is IBGC Certified Management Advisor.

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How do we act?

In the implementation of Corporate Governance, with its regiments, manuals, codes and statutes. And through our Certified Counselor, participating in Board of Directors and Practice of Counseling.

How do we act?

In the implementation of Corporate Governance, with its regiments, manuals, codes and statutes. And through our Certified Counselor, participating in Board of Directors and Practice of Counseling.

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