We seek the continuous evolution of our model with the inclusion of internationally recognized principles to guarantee the perpetuity of the Algar group, the practice of Purpose and Values, the commitment to serving with agility, the development of innovative solutions and the overcoming of results capable of generating prosperity to all stakeholders.

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

We are also recognized as a reference 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.

Governance Structure

Advices

BOARD OF DIRECTORS

Focused on ensuring the Group’s continuity – which includes strategic decisions on capital allocation and return, performance, risk management and people –, the Board of Directors develops its duties with based on the culture of the Algar group, aiming to generate value in the long term. Valuing the diversity of profiles, it has seven members, three of which are independent, with no ties to the Company or the controlling family. Our Bylaws prohibit the accumulation of executive and Board positions.

Every year the body is evaluated in three dimensions: as a collegiate body, the individual directors, and the Chairman of the Board.

The functioning of the Board, as well as its responsibilities and relationships, is defined in the Internal Regulation, as recommended by the Code of Good Corporate Governance Practices (IBGC). Every year, the body is submitted to evaluation, on three fronts: an analysis of the Board as a collegiate, of the members individually, and of the Chairman of the Board.

MEMBERSHIP COUNCIL

Since 2002, the members of the Garcia Family have had a discussion forum on topics related to their three fundamental roles: Family, Worker and Owner. Currently, the Board of Partners is composed of 9 members, including shareholders and direct descendants, and its actions are based on the Constitution of the Garcia Family.

Composition of the Board of Directors

Luiz Alexandre Garcia
Presidente do Conselho
José Luciano Duarte Penido
Conselheiro independente
Sérgio Messias Pedreiro
Conselheiro independente
Luiz Alberto Garcia
Presidente de Honra
Mariella Florentino Garcia
Conselheira externa
Eleusa Maria Garcia Melgaço
Conselheira externa
Silvio José Genesini Júnior
Conselheiro independente

Committees of Advice

AUDITING AND RISK MANAGEMENT COMMITTEE

Its function is to ensure quality, integrity, transparency and credibility to economic and financial disclosures, in addition to being diligent in relation to the appropriate corporate and operational risk management policy, striving for the effectiveness of the processes of internal and external audit, internal controls and compliance of applicable law. For this, it has the support of the internal audit area and external auditors, who report functionally to this committee and hierarchically to the Board of Directors.

PEOPLE COMMITTEE

Its function is to ensure a strategic management of Human Talents, which is perceived and valued by stakeholders as a competitive differential for the Algar group.

Audits

INTERNAL AUDIT

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 Board of Directors based on the main business risks. In case of identified non-conformities, action plans are prepared and monitored for the recommendations presented. The Internal Audit also coordinates the Integrity Commission, a collegiate body whose purpose is to promote compliance with and improve the Code of Conduct, in addition to managing the Corporate Ombudsman. The Ombudsman is a channel aimed not only at associates, but also at other stakeholders who want to report facts and concerns, or clarify doubts about practices and behaviors related to ethical conduct, internal policies and compliance with laws and regulations. The reported cases are rigorously evaluated by the Integrity Commission and, when any type of deviation is identified, appropriate treatment is given.

EXTERNAL AUDIT

Issues an opinion on the financial statements through an audit conducted in line with Brazilian and international standards. Since 1988 we have had this practice in our corporate governance system.