Serving is managing responsibly

We practice professional governance.

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

We have been a member of the Latin American Companies Circle of Corporate Governance since 2010, 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 group of the group Algar in the presidency of the Brazil Chapter and the Board of Directors of FBN International.

COUNCIL OF PARTNERS
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 Partners’ Council, it is the forum in which the 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 in belongingness. 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 ensuring 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 to generate value in the long term. Regarding the diversity of profiles, it counts on five members, being two independent, without link with the Company or with the controlling family. Our Bylaws establish a limit in the accumulation of executive positions and in the Council.

The functioning of the Council, as well as its responsibilities and relationships, is defined in the Internal Rules, as recommended by 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, as well as being diligent in relation to the appropriate corporate and operational risk management policy, emphasizing the effectiveness of internal and external auditing processes, internal controls and compliance with the 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

It 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 together with the Administrative Council based on the main risks of the business. In case of identified nonconformities, action plans for the recommendations presented are prepared and accompanied. The Internal Audit is also responsible for the Integrity Channel of the Algar group. Managed by an independent company, the Integrity Channel is aimed not only at members but also at 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 evaluated by the Integrity Commission and, when any type of deviation is identified, due treatment is given.

EXTERNAL AUDITING

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

The document that seeks to ensure the highest level of corporate ethics and integrity, 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.

Code of conduct

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