EcoRodovias seeks to adopt the best practices of Corporate Governance in the market, including the guidelines of the ‘Best Practices in Corporate Governance Code‘ published by the Brazilian Institute of Corporate Governance (IBGC) and adheres to the following noteworthy practices:
Share Structure
- Exclusive issue of shares with voting rights (common)
- Direct control, without a pyramid structure.
- Transparent and objective dividend distribution policy.
Board of Directors
- The positions of Chairman of the Board and CEO are occupied by different people.
- Internal regulations for the Board of Directors, establishing its modus operandi.
- 22% of independent Board members with excellent reputation in the market.
- Board advisory committees formalized in statutes (Audit, People Management, Corporate Governance and Investment, Finance and Risk Committees).
- Coordination of most advisory committees conducted by an independent member.
- Formal evaluation of the Executive Board by the Board of Directors on an annual basis.
- Annual calendar of Board meetings with standardized topics.
- Performance assessment, by mandate, of the Board of Directors.
Transparency
- Website with an Investor Relations section and information on corporate governance.
- Publishing of annual management reports.
- Hiring of independent auditing firm to analyze balance sheets and financial statements.
- Disclosure of substantial information on transactions with related parties.
Management
- Executive compensation system in line with the shareholders’ long-term interests.
- Firm has not been investigated or penalized by the Brazilian Securities and Exchange Commission (CVM) since its inception.
- Portal of Corporate Governance.
- Team of professionals focused on the matters of Corporate Governance.
Conduct and Conflict of Interest
- Code of conduct approved by the Board of Directors, delivered and disseminated to all employees.
- Ethics Committee and a direct channel for complaints, comments and suggestions.
- Use of arbitration to resolve company conflicts.
- Statutory prohibition to grant loans to related parties.
- Policy for transactions with related parties.
Independent Auditors
- Direct and systematic relations between the independent auditors and the Board of Directors’ Audit Committee.
- Voluntary adoption of audit firm rotation.
- Rule prohibiting the independent auditors from providing other services.