Corporate governance

As the first company to be listed in the B3's Novo Mercado segment, CCR Group adopts a set of internal corporate governance policies and procedures that assure generation of value for shareholders and ethical and transparent development of business, benefitting society with priority investments in infrastructure.

In 2018, CCR Group made its Governance Report available, as instructed by Brazil's Securities and Exchange Commission (CVM), revising the set of policies that direct conduction of business. Three new policies were approved, and two other policies were revised, in addition to the Code of Conduct and Ethics and the Internal Rules for the Board of Directors.

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Governance structure

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Risk management

The Risk Management Policy establishes principles, guidelines and responsibilities to be observed in contingency plans for risks associated with CCR Group business. This document sets forth that administrators and employees, under the guidance of the Board of Directors, are responsible for the management process that assures appropriate treatment of these occurrences.

The Audit Committee is the body assessing CCR Group's exposure to the risks identified, the suitability of the audit plan proposed by the Executive Board and the efficacy of internal controls. Among its other duties, the Finance Committee analyzes financial and market risks. The New Business Committee is tasked with evaluating external opportunities to acquire or dispose of assets within the company's portfolio.

The Strategy and Sustainability Committee is responsible for monitoring and anticipating trends in global sustainability themes, identifying critical issues that could impact business. Among its duties is formulation of recommendations for the Board of Directors in relation to the policies and strategies that govern environmental and social risk management.

Through the Office of the Vice President of Compliance, who answers directly to the Board of Directors, and through the Compliance area, CCR Group defines and develops action plans for risks of non-compliance in business. The Integrity and Compliance Program is the main mechanism for dealing with these threats.

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Investment in integrity and compliance

The Code of Conduct and Ethics, revised in 2018, and the Clean Company Policy express the CCR Group's commitment to ethical action and transparency in conducting its business. Application of these guidelines and risk management related to business compliance are worked by the Office of the Vice President of Compliance, created in 2018, and by the Compliance area, which develops the Integrity and Compliance Program (ICP) under its strategic scope. The company also has an Integrity and Compliance Commission, made up of CCR Group directors, which supports the execution of these activities and analyzes reports of cases that are not in accordance with corporate policies and values.

The main objective of the ICP, which was instituted in 2015, is to strengthen the culture of compliance on which the CCR Group was built. Through training held periodically in all units, interaction with stakeholders and revision of internal norms, all employees receive a refresher on principles and good practices to be adopted in performing their activities. As a result of the revision of the Code of Conduct and Ethics, 363 employees had specific training.

The ICP also allows the culture of compliance to be spread to other stakeholders that interact with CCR Group. Three years ago, this topic was on the agenda at the Suppliers' Meeting. In 2018, CCR AutoBAn engaged representatives of the Highway Patrol in a workshop that covered compliance in the relationship between employees and public agents.

Renewed emphasis on compliance

In 2018, based on information provided by third parties, the CCR Group was involved in phase 48th of Operation Car Wash. As expressed extensively in the Message from the Chairman of the Board of Directors, on page 3 of this report, it was decided to quickly and incisively investigate all the facts through the constitution of an Independent Investigation Committee, whose work was completed in ten months. Also, a Vice Presidency of Compliance was created immediately, recruiting in the market the professional Pedro Sutter, with recognized experience in corporate governance. He designed and implemented policies and processes in the area of Compliance at national and international levels. Five points define the scope of the Vice Presidency Compliance: revised governance in order to provide more transparency and traceability to the decision-making process; new integrity criteria for executive selection, greater accountability of managers and elimination of individual allocations; improvement of the mechanisms of prevention, detection and correction of deviations of conduct; strict observance of the principles of integrity of Law 12.846/13 as a condition of employability by the Group; and renew and make a continuous process the evaluation of corporate governance and compliance models to face the inherent risks of its business model.

As a subsequent event to the period covered by this Report, the company disclosed, on March 6, 2019, a material fact that communicated the conclusion of a Leniency Agreement signed between CCR Rodonorte and the Federal Public Prosecution Office, which will later be submitted for judicial approval. In this Agreement, CCR Rodonorte undertook to pay the amount of R$ 35,000,000.00 as a fine under the e Improbity Act, to pay R$ 350,000,000.00, as a reduction of the 30% toll for at least 12 months and to execute works on the toll roads administered in the total amount of R$ 365,000,000.00. CCR Rodonorte will also undergo an external compliance monitoring process. The terms and conditions of the Leniency Agreement are confidential, under applicable law.

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