One of Brazil's largest intermodal logistics and infrastructure groups

EcoRodovias invests in the present and in the future, ensuring exports, imports and the circulation of goods in the domestic market.

Slide 1

Committees and Regulations

Committee

Audit Committee

The basic duty of the Audit Committee ("Committee") is to advise EcoRodovias’ Board of Directors so that to assure that business is conducted in conformity with the laws, ethics and internal controls of the Company.

The Committee’s main responsibilities are:

  • Advise the Board of Directors, so that to assure that business is conducted in conformity with the applicable laws, ethics and efficient internal controls against errors, losses and frauds;
  • Monitor and evaluate the independent auditor’s activities, keeping in touch with auditors systematically, as well as assess and advise on their engagement;
  • Monitor the preparation process of the financial statements.
  • Monitor the internal audit works, ensure its independence, evaluate its performance, advise on the hiring, removal or replacement of internal auditors;
  • Evaluate the Internal Control systems related to the financial, accounting and legal aspects, as well as the Compliance actions.


Click here to read the Statute of the Audit Committee.

People Management and Governance Committee

The basic duty of the People Management and Governance Committee ("Committee") is to advise EcoRodovias’ Board of Directors about goal setting, performance evaluation, remuneration package, and succession planning for Executive Officers, as well as issues relating to EcoRodovias’ Corporate Governance model.

The Committee’s specific responsibilities are:

  • Propose to the Board of Directors, after evaluation with the Chief Executive Officer, and the latter with the Board of Executive Officers of EcoRodovias, Executive Officers’ performance goals and remuneration structure, including salary, bonus and other incentives;
  • Propose to the Board of Directors the remuneration of the Board members;
  • Analyze and submit to the Board of Directors proposals concerning the appointment of new independent Board members and Executive Officers;
  • Monitor and evaluate the succession planning process for Company’s key positions;
  • Evaluate EcoRodovias Group’s talent retention process efficiency;
  • Monitor the Corporate Governance model adopted by the Company;
  • Promote constant monitoring and progress of Corporate Governance best practices in the market;
  • Propose changes, updates and improvements to the Corporate Governance model adopted by the Company;
  • Coordinate Board of Directors’ periodic self-evaluation;
  • Coordinate the integration of new Board members.

Click here to access the Statute of People Management and Governance Committee.

Investments, Finances and Risks Committee

The basic duty of the Investments, Finances and Risks Committee ("Committee") is to advise EcoRodovias’ Board of Directors about matters involving the main decisions on investments, corporate finances and allocation of income, and risk management practices.

The Committee’s main responsibilities are:

  • Advise the Board of Directors about the main decisions on investments in current and new businesses;
  • Advise the Board of Directors about the evaluation of annual budget, loans, guarantees and allocation of income, including dividend distribution policy;
  • Advise the Board of Directors about the matters involving mergers and acquisitions, concerning finances and corporate risk management;
  • Evaluate organization’s tolerance to risks and the effectiveness of EcoRodovias Group’s Risk Management Master Plan, recommending that the respective managers approve it, improve it and put it into practice;

Click here to read the Statute of the Investments, Finances and Risks Committee.

Internal Regulations for the Board of Directors

Internal Regulations for the Board of Directors

The Board of Directors consists of at least five (5) and not more than ten (10) members (at least 20% of them being independent members), appointed by the shareholders at the Annual General Meeting of EcoRodovias, pursuant to the law and the Regulations of the BMF/Bovespa Novo Mercado.

The directors shall be appointed for a joint term of office of two (2) years, with reelection being permitted.

The Board of Directors shall have a Chairman chosen by the members. In the event that the Chairman of the Board is absent or unable to perform his functions, he shall appoint a member of the board as his deputy.

If a position on the board falls vacant, due to the decease or resignation of a director, his deputy, if any, shall replace him until the end of his term of office. If the General Meeting dismisses a director, whether or not for cause, it shall appoint a substitute. Vacancies occurring for other reasons shall be filled by resolution of the General Meeting.

For the full list of the elected members of the Company’s Board of Directors and their name, position and election date, access our Management and Board of Directors page.

Click here to access the complete Internal Regulations for the Board of Directors.

Internal Regulations for the Fiscal Council

Internal Regulations for the Fiscal Council

Click here to access the complete Internal Regulations for the Fiscal Council.

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