EcoviasISO 31000
- The EcoRodovias Group adopts the best practices in the market in terms of corporate governance.
- It is listed on the Novo Mercado, the highest corporate governance level of the BM&FBOVESPA.
- The main functions of the Board of Directors consist of establishing strategic business guidelines, making decisions about the most important issues facing the Company, analyzing proposals and discussing recommendations from the Audit, Governance and Personnel Management Committees.
- The Board of Executive Officers is made up of six statutory officers elected by the Board of Directors, and each concessionaire has its own director-superintendent.
- The following committees assisted the work of the Executive Board during the year: Management through Processes, Corporate Risks, Information Technology and Security, Control and Disclosure of Material Information, Sustainability of the Business Units, and Strategy and Management.
- Indicators of the ISO and OHSAS requirements were monitored in 2011 through the Sustainability Coordination Departments of the highway concessionaires.
- During the year, EcoRodovias’ Sustainability Guidelines were defined, created to orient its sustainability activities with a focus on the best market practices.
- EcoRodovias uses a number of different methodologies to identify and monitor corporate risks, following a business philosophy based on an integrated vision of corporate governance, risk management and compliance.
Corporate Governance
EcoRodovias adopts the best corporate governance practices in the market and is listed on the Novo Mercado, the highest governance level of the BM&FBOVESPA.
Based on the ethical principles of transparency, equality, fairness and accountability, the Company permanently discloses financial, social and environmental information to the market. In 2012, the EcoRodovias Corporate Governance Guidelines will be revised, establishing improvements in terms of company management and controls.
Board of Directors
The EcoRodovias Board of Directors in 2011 was comprised of seven members, including: a chairman and six full members, of which one was an independent member who represented the minority shareholders; there were also three alternate members. All held a two-year term of office with the right to be reelected. According to the best corporate government practices, the chairman of the Board of Directors is not a member of the Board of Executive Officers. The Board meets every other month.
Pursuant to law, the Company’s Bylaws and its Shareholders’ Agreement, the functions of the EcoRodovias Board of Directors are the following:
• To establish the strategic business guidelines;
• To resolve the most important issues;
• To discuss and approve or not business proposals and issues;
• To discuss the recommendations of the Audit, Governance and Personnel Management Committees, approving them or not.
The Board of Directors shall oversee the activities of the Board of Executive Officers, striving for continued business success based on an active and independent posture, always taking into consideration the interests of all shareholders and the impact of the decisions on its stakeholders.
The Board of Directors shall annually undergo a self-evaluation process designed to improve its effectiveness. Conducted secretly, the results of this assessment will be collected and analyzed by the coordinator of the Governance Committee who, subsequently, will present them for debate among the members and to prepare action plans.
| Makeup of the Board of Directors at December 31, 2011 | |
|---|---|
| Marco Antônio Cassou | Chairman |
| Cesar Beltrão de Almeida | Full member |
| João Alberto Gomes Bernacchio | Full member |
| Massimo Villa | Full member |
| Alessandro Rivano | Full member |
| Guillermo Osvaldo Díaz | Full member |
| Carlos Cesar da Silva Souza | Full member, independent |
| Giuseppe Quarta | Alternate member |
| Francisco Henrique Passos Fernandes | Alternate member |
| Gianfranco Catrini | Alternate member |
| In January 2012, after the period described in this report, José Geraldo Carboni joined the Board of Directors as the eighth full member of the body, and Marcelo Beltrão de Almeida joined as an alternate member. | |
corporate governance excellence
>>The ethical principles of accountability, transparency, fairness and equality shall orient the corporate governance relations of EcoRodovias with its various relationship audiences.
Committees of the Board of Executive Officers
Management through Processes Committee: assists the Management through Processes Nucleus (NGP) by aligning the process and management initiatives to the strategic objectives and recommending projects and improvements.
Executive Committee for the Management of Risks, Compliance and Internal Controls: subordinated to the Audit Committee, with attributions of continuously identifying, assessing and monitoring risks, effectiveness of internal controls and non-compliances. Its mission is to link the management of risks, compliance and internal controls to the daily decision-making process, supporting the taking of the most complex and difficult decisions.
Information Technology and Security Committee: facilitates discussion and proposes policies and guidelines as well as the implementation of rules regarding information and systems and information technology to provide a basis for a companywide culture for the safe and effective use of IT tools.
Committee for the Control and Disclosure of Material Information: adopts the practices indicated in the ABRASCA Manual for the control and disclosure of material information, trains managers and employees and creates barriers to avoid disclosure of confidential matters. It also controls the management of privileged information.
Business Unit Sustainability Committee: disseminates the culture of socially responsible management and acts as an interface between the different stakeholders, proposing and implementing new policies for improvements. It also facilitates the internal process for applying the GRI model and evaluates, proposes, implements and monitors the social responsibility programs and projects.
Strategy and Management Committee: seeks to establish the strategic guidelines as defined by members of the executive board, company divisions and departments, and subsequently analyzes the diagnoses developed in meetings regarding the results of the economic-financial and non-financial indicators. The attributions of the Committee are reflected in the orientation, delegation and fostering of debate on control activities and adjustment to management practices.
Committees of the Board of Directors
Audit Committee: ensures that the businesses are conducted in accordance with governance procedures, applicable laws, ethical principles and internal controls. Monitors and evaluates the activities of the independent auditors and the preparation of the financial statements.
Personnel Management Committee: proposes the performance targets of the members of the business divisions to the Board of Directors and the structure of their compensation. Analyzes and submits proposals related to the nomination of new independent board members and members of the Executive Board. Monitors and evaluates the process for succession to key positions and the effectiveness of the Company’s talent retention process (a committee was created in 2012 subsequent to the period covered by this report).
Ethics Committee: comprised of two members linked to the Board of Directors and one member representing the Executive Board. It is responsible for the management and dissemination of the Code of Business Conduct and for investigating denunciations. There is an exclusive channel on the EcoRodovias website for receiving secret complaints and comments from the Company’s different relationship publics. Another form of contact is through the following e-mail address: comitedeetica@ecorodovias.com.br.
In 2011, no lawsuits were filed against the Company referring to unfair competition or violations of antitrust legislation. EcoRodovias did not receive any complaints nor was it the subject of lawsuits regarding cases of corruption or discrimination, and did not dismiss employees or rescind contracts with suppliers based on such issues.
Corporate Sustainability Committee: evaluates and proposes social-environmental programs and projects and discusses the updating of the corporate policies and guidelines regarding this issue. It uses social business responsibility indicators to orient the Company’s behavior in this area. It decides how to spend funds based on fiscal incentives for socio-environmental projects. In 2011, the committee studied the sustainability topics that the Company should be most concerned about and decided on “diversity” as the focal point of the projects for 2012.
Governance Committee: proposes adjustments and updates for the proper functioning of the corporate governance model, coordinates the regular self-evaluation of the Board of Directors and supports the Evaluation and Compensation Committee regarding the processes for the selection and integration of new Board members.
Ecosul In 2011, the Board of Executive Officers defined the model to be used for it’s self-evaluation, based on socio-environmental criteria and, moreover, established the targets for this issue for both officers and employees for 2012
Board of Executive Officers
The Board of Executive Officers is composed of six statutory officers elected by the Board of Directors, with a two-year term of office, meeting weekly. Furthermore, each one of EcoRodovias’ concessionaires has a managing superintendent. The EcoRodovias Board of Executive Officers systematically seeks consensus among its members, strengthening the team spirit and the concept of a collegial decision-making body. The main functions of this executive board are:
• to propose initiatives to the EcoRodovias Board of Directors and the boards of its directly and indirectly controlled subsidiaries, seeking to ensure unity of concepts and common practices within the EcoRodovias system;
• implement the strategy as defined by the Board of Directors.
In 2011, the Company studied the assessment of its Board of Executive Officers based on socio-environmental criteria. For 2012, two targets based on this topic were chosen that influence the variable compensation of the officers and other employees in the Group.
| Makeup of the Board of Executive Officers at December 31, 2011 | |
|---|---|
| Marcelino Rafart de Seras | President |
| Federico Botto | Executive Vice President |
| Marcello Guidotti | Chief Financial Officer |
| Roberto Koiti Nakagome | Investor Relations Officer |
| Dario Rais Lopes | Director of Business Development |
| Luis Augusto de Camargo Opice | Director of Logistics |
Independent Auditors
In 2011, Deloitte Auditores Independentes revised the internal controls and the quarterly information prepared pursuant to the accounting practices adopted in Brazil. Furthermore, it audited the individual and consolidated financial statements according to the rules of the International Financial Reporting Standards (IFRS).
Documents Delivered to the CVM”).
Our Paths
Integrated Management System
The EcoRodovias group’s highway concessions use indicators designed to monitor compliance over the course of the year with the NBR ISO 9001 – quality, ISO 14001 – environmental management, and OHSAS 18001 – safety, hygiene and occupational health guidelines.
These indicators are measured on a monthly basis by Sustainability Coordination Departments located in each one of the business units, whose activities are focused on sustainable business development and continuous improvements.
In 2011, two measurements of these indicators were conducted in four of the business units – the only exception being Ecopistas, whose package of indicators was only validated at the end of 2011. Of the 64 measurements realized in 2011, in only seven of them it was impossible to meet the established targets; that is, EcoRodovias was successful in 89% of the measurements.
For each of the unmet targets, corrective measures were taken — such as review of the documented regulations and specific training of employees and outsourced workers.
Corporate Policies
Transparency, respect and ethics are indispensable for disclosing information about the Company’s actions. These principles are expressed in EcoRodovias’ corporate policies, which orient all of the Company’s relationships, practices and decisions.
Financial Policy: segments the activities of the financial function through a master plan and the guidelines for financial valuation of investments, financing decisions and working capital management.
Disclosure Policy: its objective is to offer investors, market analysts, the specialized financial media and other interested parties the highest levels of transparency and reliability by adjusting the internal policy of the Company to the good practices of the use of information and the disclosure of material acts or facts.
Related Party Transactions Policy: designed to establish and disseminate criteria regarding the hiring of related parties for construction projects, rendering services and the supply of materials and inputs for the investment programs and special conservation work on behalf of the subsidiaries or business units (“units”) that make up the EcoRodovias group. It requires that contracts with related parties must be carried out observing the conditions and practices of the market (arms’ length basis). Towards this end, the policy seeks to ensure that all of the decisions involving related parties are taken for the best interests of Ecorodovias and its shareholders and applies to all employees and managers of the Company and of its subsidiaries
>> For more information, visit www.ecorodovias.com.br.
Dividend Distribution Policy: determines the annual distribution of a minimum amount equivalent to 50% of the Company’s adjusted net profits, calculated according to article 189 of the Corporation Law (6.404/76), which can be made in the form of dividends and/or interest on own equity.
>> To better understand the Sustainability Guidelines, please visit www.ecorodovias.com.br.
Sustainability Guidelines: defined in 2011, they direct the Company’s activities regarding this item, focused on best market practices regarding eight topics: “Quality,” “Process Management,” “Environment,” “Climate Change,” “Social Responsibility,” “Workplace Health and Safety,” “Ombudsman” and “Conflict of Interest.
Defined in 2011, the Sustainability Guidelines orient the company’s activities regarding this topic
• Quality: operates a management system guided by NBR ISO 9001, which satisfies the requirements of the business units. Guarantees that all employees are duly trained to carry out their functions. Fosters a workplace environment adequate to satisfy customer needs and standardized products and services, among other attributions.
• Management through Processes: management of the business through the processes that comprise the Company, providing an integrated overview of the different areas. The processes are monitored through specific indicators, prepared and validated by their respective managers and responsible parties. Periodically, they are evaluated through specific audits.
• Environment: implements and operates a management system guided by NBR ISO 14001, which satisfies the requirements of the business units. Seeks savings of natural resources through programs and campaigns about rational use. Conducts maintenance operations and tests on equipment to reduce the emissions of pollutants, among other responsibilities.
• Climate Change: plans and coordinates actions that reduce greenhouse gas emissions stemming from the Company’s operations. Fosters internal development of projects that seek energy efficiencies. Guarantees the use of clean/renewable fuels in the Company’s operations and those of its service suppliers. Maintains permanent preservation areas located in its own areas or those that are adjacent to its operations, among other attributions.
• Social Responsibility: establishes and maintains guidelines related to human rights, ethics and the fight against corruption, supplier relationships and the appreciation of diversity.
• Workplace Health and Safety: implements and operates a management system governed by OHSAS 18001, which satisfies the needs of the business units. Ensures that all employees and service suppliers understand and comply with the company’s internal regulations regarding workplace safety, among other attributions.
• Ombudsman: ensure reception of complaints, suggestions and information from the different stakeholders, contributing to the guaranteeing of rights and the strengthening of citizenship and transparency. Assure that the ombudsman offices of the units remain accessible to all stakeholders and practice confidentiality and secrecy in handling the commands, through secure information systems and ethical behavior, among other responsibilities.
• Conflicts of interest: minimize possible focal points of conflicts of interest, emphasizing separation of functions and a clear definition of roles and responsibilities associated with the mandates of all governance agents. When there are situations of conflicts of interest, the person involved must state his or her conflict; to the contrary, another person may do so.
Risk Management
The management of corporate risks is of fundamental importance for the sustainable growth of the businesses. Therefore, EcoRodovias has available a number of methodologies and tools to identify, evaluate, mitigate and monitor risks, following a business philosophy based on an integrated vision of corporate governance, risk management and compliance.
The Risk Management Process conducted at EcoRodovias is aligned with the IBGC’s Risk Notebook and with ISO 31000 – both of these address the principles and best practices of corporate risk management.
At EcoRodovias, the management of corporate risk is a continuous and transversal process within the Company, conducted by professionals at all levels that is formulated to identify potential events whose occurrence could affect the group and to manage them according to its appetite for risk. A widely encompassing process, it seeks to incorporate risk management into strategic planning, the management by processes system and its projects in a pertinent, effective and efficient manner.
EcoRodovias’ approach to risk management is based on the idea that the origin of the risks could be related to strategic, operational and financial issues. The classification by nature of the risk permits grouping them by their causes (internal or external) and those responsible for managing them (the holding company or the business units). Classification by type seeks to ensure company wide common language regarding risks.
CCO - Ecovias
The strategic risks are associated with decision-making by top management and could generate greater loss of economic value for the Company. The Board of Directors and the executive officers with the support of their respective committees manage them.
Financial risks, for their part (market, credit and liquidity), are those that are associated with exposure of the Company’s financial operations. It is the risk that cash flows may not be effectively managed to maximize the generation of operating cash, for managing specific risks and returns of financial transactions, and obtaining and investing financial resources according to the established policies. The Chief Financial Officer with the support of the financial and planning departments manages them.
The operational risks are associated with the possibility of the occurrence of losses (of assets, customers and revenues) resulting from mistakes, fraud, deficiencies or the inadequacy of internal processes, people and systems, as well as external events (natural catastrophes, strikes and terrorist actions). The operational risks generally lead to reduction, degradation or interruption, total or partial, of the activities, with a negative impact on reputation, as well as the potential to generate contract-related, regulatory and environmental liabilities. The respective process managers administer them.
Ratings according to type of risk
Employees – Ecocataratas | Nature | Type | |
|---|---|---|
| 1 | Strategic | Environmental |
| 2 | Strategic | Competitiveness |
| 3 | Strategic | Economic |
| 4 | Strategic | New business |
| 5 | Strategic | Political and legal |
| 6 | Strategic | Reputational |
| 7 | Strategic | Sectorial and regulatory |
| 8 | Strategic | Social |
| 9 | Strategic | Corporate |
| 10 | Operational | Physical infrastructure |
| 11 | Operational | Processes |
| 12 | Operational | Human resources |
| 13 | Operational | Technological resources |
| 14 | Financial | Credit |
| 15 | Financial | Liquidity |
| 16 | Financial | Market |