Corporate Governance

Good corporate governance practices are essential to ensure the Algar group's purposes and beliefs, and to properly direct businesses to value generation, tracking the performance of our companies and the capital management. Because we believe in the strategic importance of corporate governance, we seek to continually improve it by incorporating best market practices and internationally recognized principles.

Since 2010, we have been members of the Latin American Companies Circle of Corporate Governance, a forum created by the Organization for Economic Cooperation and Development (OECD) and the International Financial Corporation (IFC) of the World Bank, currently formed by 13 leading Latin American companies, which adopt good corporate governance practices in order to provide contributions from the private sector to the regional development of corporate governance and share their experiences.

We are also recognized as a benchmark in family governance, always seeking to evolve best practices. We are part of the FBN - Family Business Network, a forum created in Switzerland, which brings together companies from 60 countries, where we have members of the controlling family of the Algar group in the presidency of the Brazil Chapter and the Board of Directors of FBN International.

CORPORATE GOVERNANCE STRUCTURE



MEMBER’S COUNCIL

Forum dedicated to the strategy of property management, integrating corporate and family governance. Composed of shareholders and direct descendants, it has nine members.
FAMILY COUNCIL

Subordinate to the Members' Council, it is the forum in which topics of interest shared by the family are discussed. Created in 2002, it manages the family human capital, composed of training, integration, information and communication among members of the large family, managing the legacy and promoting pride of belonging. The work of the Family Council is based on the Constitution of the Garcia Family, which defines the functions of family members in the three spheres - Family, Property and Work.

ADMINISTRATIVE COUNCIL

Focused on taking care of the Group's perenniality - which includes strategic decisions on allocation and return of capital, performance, risk management and people - the Administrative Council develops its attributions based on the culture of the Algar group, aiming at generating value in the long term. Valuing the diversity of profiles, it is composed of five members, being two of them independent, without link with the Company or with the controlling family. Our Statute establishes the limit of the accumulation of both executive positions and Council membership.

The functioning of the Council as well as its responsibilities and relationships are defined in Internal Regulations, in accordance with the recommendations of the Code of Good Corporate Governance Practices (IBGC). Every year the body is evaluated on three fronts: an analysis of the Council as a collegiate body, of the individual councilors, and of the Council’s President.

Composition of the Administrative Council

Luiz Alberto Garcia 
President

José Luciano Duarte Penido
Independent Counselor

Marianna Garcia Malachias Andrade

Counselor

Eleusa Maria Garcia Melgaço
Counselor

Silvio José Genesini Júnior
Independent Counselor

Audit and Risk Management Committee - Its function is to ensure quality, integrity, transparency and credibility of economic and financial disclosures, in addition to being diligent in relation to the appropriate corporate and operational risk management policies, emphasizing the effectiveness of internal and external auditing processes, internal controls and compliance with applicable legislation. For this, it counts on the support of the internal audit area and the external auditors, who report functionally to this committee and hierarchically to the Administrative Council.

  INTERNAL AUDITING

Promotes transparency and independence in risk assessment, internal controls, compliance with regulations, standards, internal and external policies. It operates based on an annual plan defined with the Administrative Council based on the main risks of the business. In the case of identified non-conformities, action plans are prepared and monitored for the recommendations presented. Internal Audit is also responsible for the Integrity Channel of the Algar group. Managed by an independent company, the Integrity Channel is directed not only to members but also to other stakeholders who want to report facts and concerns, or to clarify doubts about practices and behaviors related to ethical conduct, internal policies and law enforcement and regulations. The reported cases are rigorously assessed by the Integrity Commission and, when any type of deviation is identified, due treatment is given.

EXTERNAL AUDITING

Issues opinion on the financial statements through an audit conducted in line with Brazilian and international standards. Since 2014, external auditors have been Ernst & Young Auditores Independentes S.S.

Code of Conduct - Document that seeks to ensure the highest level of integrity and corporate ethics, serving as a reference for members in their relationships with different audiences in the performance of their duties. Valid for the entire Algar group and periodically revised, it establishes the principles that guide the internal and external relations of our associates and must also be observed by partners, which includes third parties and suppliers. Conducted by the Integrity Commission, the Compliance Program establishes structured actions to support the practice of the Algar Group Code of Conduct as well as avoid, detect, and treat any deviations that may occur.