Guided by our values, we have been improving our corporate governance practices year by year following self-assessments, criteria, regulations, and concepts of excellence in the global market. Some of the best practices adopted include:
- Segregation of duties of the Chairman of the Board of Directors and the CEO.|GRI 102-23|
- Compliance program, with an independent Ethics Channel.
- Periodic assessment of executives, based on economic, social, and environmental criteria.
- Advisory Committees to the Board of Directors, including an Audit Committee.
- Transparent and timely communication with investors, with annual events to present strategy and results; conference calls after disclosure of results; and simultaneous disclosure in English and Portuguese of relevant facts, among others.
- Financial statements audited externally and in accordance with international accounting standards.
- Voluntary adherence to the Sarbanes-Oxley Act, which requires the adoption of mechanisms for financial reports that are readily verifiable with traceable source data.
Public commitments reinforce our stance. We are signatories to the Ethos Institute's Business Pact for Integrity and Against Corruption, and we support the Combustível Legal Institute, created through a movement started by Plural (formerly Sindicom) to reinforce the importance of an ethical and loyal environment where everyone pays their taxes honestly, thereby fostering fair competition.|GRI 102-12|
We also participate in the following organizations: União da Indústria de Cana-de-Açúcar (UNICA); Associação Brasileira de Biotecnologia Industrial (ABBI); Associação da Indústria de Cogeração de Energia (Cogen); Plural, formerly Sindicato Nacional das Empresas Distribuidoras de Combustíveis (Sindicom); Associação Brasileira dos Terminais Portuários (ABTP); Bonsucro, the organization responsible for the certification of sustainability aspects in the production of sugarcane; Associação Brasileira do Agronegócio (Abag); Associação Nacional dos Usuários do Transporte de Carga (ANUT); and Associação Brasileira de Biogás e Biometano (ABiogás).|GRI 102-13|
Governance structure | GRI 102-18 |
- Shareholders convene within the first four months after the end of each fiscal year, or extraordinarily when convened in accordance with the guidelines of the Brazilian Corporation Law, to decide on the election or removal of members of the Board of Directors, approval of the management accounts and financial statements, and establishment of the overall and aggregate remuneration of the members of the Board of Directors and the Executive Board, among other matters provided for in applicable law and in the Bylaws.
Board of Directors
- Formed by six members, three representing each of our shareholders.
- Three-year terms and eligibility for reelection.
- Responsible for proposing to the shareholders the overall strategy and strategic priorities, establishing the general business guidelines, defining and changing key policies, appointing and dismissing members of the Executive Board, approving the annual budget, approving material contracts and contracts with related parties, and deciding on significant investments, among other duties set forth in our Bylaws.
Advisory committees |GRI 102-20|
- The Board of Directors has the support of the following committees to further discuss relevant issues:
- Finance Committee - responsible for, among other duties, overseeing and reviewing the results of operations and the quality of financial reports.
- Audit Committee – responsible for, among other duties, overseeing the quality and integrity of the independent auditors' work; approving the annual work plan of the internal controls and internal audit areas and monitoring the quality of the results presented in their work; and ensuring the compliance of the business with legal, statutory, and regulatory standards, in addition to monitoring operational, financial, and reputational risks.
- Remuneration Committee - provides support on issues pertaining to the Remuneration Policy.
- Corporate Social Responsibility Committee - responsible for presenting ESG issues for discussion by the board members.
- Composed of at least four (CEO, COO, CFO, and Managing Director) and a maximum of eight members.
- Three-year terms, except for the CEO, who serves a two-year term, and eligibility for reelection in all cases.
- Responsible for managing the business and implementing the general policies and guidelines established from time to time by the Board of Directors.
Executive Committees |GRI 102-20|
- Employees from different areas and hierarchical levels (including top management) meet to discuss relevant topics for the improvement of corporate practices through the following committees:
- Ethics Committee
- Compliance Committee
- Diversity Committee
- Sustainability and Health, Safety, and Environment Committee (HSE)
- Market Risk Committee
- Investment Committee
- There are also Governance Committees for each business, formed by the Vice President of the business, their direct reports, and the internal controls department, whose role is to address issues related to process improvements, internal controls, and internal audits.
The Bylaws provide for a Fiscal Council, a non-permanent body established by decision of the general assembly at the request of any shareholder, as applicable in cases provided for by the Brazilian Corporation Law.