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Annual & Sustainability Report 2016

Corporate Governance

A model designed for sound business management, transparent reporting and value creation

Our robust corporate governance framework provides competitive advantage across the Group. Our parent company, CCR S.A., is a publicly traded corporation and one of the first to list on Novo Mercado, a São Paulo Stock Exchange (BM&FBovespa) listing environment that brings together corporations with superior management practices. It was also the first Brazilian company to establish a Governance Committee with the primary duty of evaluating the performance of the Board of Directors.

The company's governance model establishes roles, duties and dynamics and workflows that cover each business unit and ensure balance is achieved in decision-making processes. Company management is exercised jointly and in unison by the Board of Directors and the Executive Board, which are supported by six technical and advisory committees. A permanent Supervisory Board with three members and the same number of substitutes completes our management structure. The individual and joint roles and responsibilities of each body are outlined in the Group's Corporate Governance Handbook.

CCR Group's commitment to transparency and accountability to our investors and stakeholders is reflected in our adoption of best corporate governance practices.

 

LEARN MORE

For information about our corporate governance, visit the CCR Group Investor Relations website.

 

Governance model

CCR Group Governance Model

 

SHAREHOLDING*

Chart: Equity interest Chart: Equity interest - caption

 

*CCR is owned by shareholders Grupo Soares Penido, Grupo Camargo Corrêa and Grupo Andrade Gutierrez. Data is as of December 31, 2016, not including share offerings made by CCR Group in February 2017.

**Shares traded on BM&FBovespa.

 

Board of Directors

Establishing strategic policies and general guidance, appointing members of our Executive Board and overseeing their activities are some of the responsibilities of the Board of Directors. In accordance with the BM&FBovespa Novo Mercado Listing Rules, the Board is composed of 11 members and nine substitutes. The latter two of the 11 members are independent members.

 

MEMBERS OF THE BOARD OF DIRECTORS
Current term expires in August 2017

Ricardo Coutinho de Sena
Chairman and member

Francisco Caprino Neto
Vice Chairman and member

Ana Maria Marcondes Penido Sant‘Anna
Member

Paulo Márcio de Oliveira Monteiro
Member

Paulo Roberto Reckziegel Guedes
Member

José Florêncio Rodrigues Neto
Member

Murilo Cesar Lemos dos Santos Passos
Member

Henrique Sutton de Sousa Neves
Member

Ana Dolores Moura Carneiro Novaes
Member

Luiz Alberto Colonna Rosman
Independent member

Luiz Carlos Vieira da Silva
Independent member

LEARN MORE

For information about the credentials of our Board members and substitutes, please visit the CCR Group Investor Relations website.

 

COMMITTEES

CCR Group has six technical and advisory committees tasked with assisting the Board of Directors in lending greater efficiency and effectiveness and improving the quality of the decision-making process.

 

CCR Group Committees

Audit Comitee

Strategy & Sustainability Comitee

Financial Comitee

Governance Comitee

New Business Comitee

Human Resources Comitee

 

Executive Board

The Executive Board represents the company and is responsible for its direct management. The statutory Executive Board currently consists of 11 members appointed by the Board of Directors for a renewable term of two years.

 

Renato Alves Vale
Chief Executive Officer, CCR Group and business units

Ítalo Roppa
Vice President, Business Management, CCR Group and business units

José Braz Cioffi
Vice President, Business Management, CCR Group and business units

Ricardo Antônio Mello Castanheira
Vice President, Institutional Relations

Arthur Piotto Filho
Chief Financial and Investor Relations Officer, CCR Group and business units

Marcus Rodrigo de Senna
Legal, CCR Group and business units

Leonardo Couto Vianna
New Business, CCR Group and business units

Antonio Linhares da Cunha
Business Development, CCR Group and business units

Paulo Yukio Fukuzaki
Planning and Control, CCR Group and business units

Ricardo Bisordi de Oliveira Lima
Business

Francisco de Assis Nunes Bulhões
Communications & Sustainability, CCR Group and business units

LEARN MORE

For information about the credentials of our Executive Board represents, please visit the CCR Group Investor Relations website.

 

Ethics and Integrity

The company has policies in place that are designed to ensure compliance in its actions and initiatives and establish appropriate principles and rules of conduct. Among these are our:

  • Anticorruption Policy, which outlines the requirements of Act. 12.846 and sets limits of authority for business units and employees in dealing with government officials.
  • Reporting and Trading Policy, which establishes high standards of conduct and transparency to ensure the company's policies are in accordance with the principle of transparency in the use and disclosure of relevant information.
  • Related Party Transactions Policy, which establishes rules on resolving potential conflicts of interest related to the company's activities and/ or the decisions of management, shareholders and/or subsidiaries, especially decisions in connection with related-party transactions. The policy aims to ensure that related-party transactions with CCR Group are done at arms length and in the interest of the Company, and no other.
  • People Management Policy, which establishes guidelines, requirements and responsibilities for people management.
  • Compensation and Benefits Policy, which sets out policies, guidelines and criteria on employee compensation.
  • Social Responsibility Policy, which establishes guidelines on dealing with our stakeholders, including shareholders, employees, users, suppliers and communities surrounding the Group's operations.
  • Environment Policy, which sets out guidance on addressing environmental matters in accordance with sustainability principles and on properly managing environmental aspects and mitigating impacts.
  • Corporate Policy on Climate Change, which establishes commitments and guidelines on managing the risks and impacts of climate change on the business, and mechanisms for controlling, reducing, mitigating and adapting to the effects of greenhouse gas emissions.

 

LEARN MORE

To read our code of conduct and ethics and policies, please visit the CCR Group Investor Relations website.

Using a game-learning format, online training has provided an enjoyable and interactive way to learn about aspects affecting the work environment

 

CCR Ethics Hotline

Created in 2015, the CCR Ethics Hotline is a dedicated channel for receiving reports about violations of the Company's Anti-corruption Policy and Code of Business Conduct and Ethics. The service is operated by an independent firm that protects the privacy and confidentiality of those reporting concerns. All reports are investigated, from the most trivial to suspected violations.