Solidity and Transparency
We are a family-owned company that has developed a solid corporate
governance model, attentive to the needs of business evolution and guiding
relationships among shareholders, management and other stakeholders.
This model has been improving over the last decades and, in 2014, defined
how the holding company (Votorantim S.A.) relates to companies within its
portfolio.
The shareholding control of the Company is exercised by the Ermírio de
Moraes family and our governance establishes structured succession
guidelines ensuring confidence to stakeholders and the management
autonomy of our companies, which adopt best market accounting practices
even when they are not publicly-traded.
In addition, we have a structured Compliance program, which enables a
healthy relationship between the Company and society, guaranteeing
transparency, ethical action and integrity.
Our Compliance program is structured in seven pillars and includes our
Code of Conduct, an Ethical Line that guarantees confidentiality for
complaints and independent investigation and an Anti-Corruption Program,
installed prior to the Brazilian regulation on the matter.
| Conselho de Administração Estatutário | |
|---|---|
| Raul Calfat | Presidente |
| Luís Ermírio De Moraes | Vice-presidente |
| Cláudio Ermírio De Moraes | Membro efetivo |
| José Roberto Ermírio De Moraes | Membro efetivo |
| Oscar De Paula Bernardes Neto | Membro efetivo Independente |
| Marcelo Pereira Lopes de Medeiros | Membro efetivo Independente |
| Pedro Wongtschowski | Membro efetivo Independente |
| Diretores Estatutários | |
|---|---|
| João Miranda | Diretor Presidente |
| João Schmidt | Diretor de Desenvolvimento Corporativo |
| Sergio Malacrida | Diretor de Finanças |
| Luiz Aparecido Caruso Neto | Diretor do Centro de Excelência |
| Luiz Marcelo Pinheiros Fins | Direito Jurídico |
Compliance Program
Our corporate conduct is anchored in values that have been defined over our 100 years
of existence and reflects our commitment to managing our businesses with integrity and
transparency, always seeking high levels of ethical standards. This conduct is aimed at
ensuring business sustainability and that our Values (Solidity, Ethics, Respect,
Entrepreneurship and Union) permeate all our actions, investment decisions and
relationships with stakeholders.
Based on Values, Management Beliefs and a Code of Conduct, which establishes the
essential elements that must be present in the relations among companies and their
employees with different publics, we structured and maintain the Compliance Program
since 2013.
And, as part of this broader Program, the Anti-Corruption Program has evolved,
consolidating our commitment to the constant search for best practices, encouraging the
fight against corruption and the damages it causes in the political, economic and social
spheres. The objective is to disseminate the scope and relevance of the theme among all
employees, shareholders, clients, suppliers, public power, media, community and
society in general, ensuring that its effectiveness results in the protection and value
preservation for companies.
And, to make our Program even more effective, we encourage the reporting of any
suspicious unlawful acts by offering the Ethics Line, since 2006, to all employees,
ensuring a confidential and anonymous reporting channel. All reports are investigated
and directed in accordance with internal policies and current legislation.
We are constantly evolving, consolidating good practices and adapting to new realities.
Anti-Corruption
One of the pillars of our Compliance Program is the prevention of corruption.
Therefore, we create targeted content with the objective of engaging everyone in actions
that guide the prevention of corrupt acts, disseminating ways to always proceed in the
right direction. These guidelines, which are always endorsed by our senior management,
are applicable to all our employees and are shared with our business partners.
Understanding in detail the risks of corrupt practices, as well as the actions that must be
taken to avoid them, contributes to the creation of an ethical and sustainable business
environment.
For more information, please read the Anti-Corruption Policy and Anti-Corruption
Manual.
Ethics Line
To gain awareness, analyze and resolve any questions regarding the Code of Conduct,
we maintain a channel called the Ethics Line, which can be accessed by internal and
external audiences.
Impartial and transparent, the Ethics Line guarantees the confidentiality of information,
preserves the identity of those involved and promotes a better environment for
everyone. Through this channel, it is possible to clarify interpretation doubts, inform
complaints on noncompliance with the Code of Conduct and carry out its monitoring.
The service is available in Portuguese, English, Spanish and French.
When making a report, you can choose to remain anonymous.
To contact the Ethics Line, please call 0800 89 11 729 or access this link.
The phone number remains: 0800 89 11 729
Internal Audit
The Internal Audit was established in 2002 to strengthen Votorantim s governance
practices and control environment. It is an independent and objective activity that seeks
to examine, evaluate, monitor and recommend possible improvements in processes and
internal controls, in order to add value and contribute to risk management. Each of
Votorantim’s investees has an Internal Audit team that reports to the Audit Committee,
which is an advisory committee of the Board of Directors consisting of independent
members.
The teams have several professionals, responsible for the work in all countries in which
Votorantim’s companies operate in. The Internal Audit work plan is defined annually
through a process that considers a few steps: analysis of the main processes, interview
with key executives to collect data and impressions, results of previously verifications,
operations and processes with greater degree of exposure to risks and operations and
processes defined as strategic.
In addition to carrying out the works determined in the annual planning, in joint action
with the Conduct Committee, the Internal Audit acts in the assessment and search for
solutions for reports or complaints received by the Ethics Line channel.
Code of Conduct
Inspired by Values and Management Beliefs, the Code of Conduct represents our
commitment to ethics and integrity. It is an important Governance instrument and serves
as a guide for understanding the way in which we must conduct our activities daily. It
also provides for the appropriate way to report suspicious behavior or a clear indication
of violation.
The Code is applicable to all employees, direct and of investees, and serves as a
reference for our commercial partners. Without the pretension of attending to all the
possibilities inherent to the daily development of our business, it offers clear and nonnegotiable
guidelines.
Thus, it is very important for you to be fully aware of its chapters. To assist you, each
chapter has a selection of examples and a section that clarifies what is expected of each
audience.
To ensure that the principles of the Code of Conduct are present in our daily activities, it
is fully supported by the Ethics Line.
Learn more on the Code of Conduct. . Its simple. Its for everyone.
Program Pillars
The Compliance Program is based on seven pillars that guide our efforts towards our full compliance achievement. They represent important themes for the organization and receive special attention from our leaders, who should guide their teams to ensure:
The compliance with Laws and Regulations and the commitments made through the signing of Contracts and Agreements;
Obtaining the necessary Licenses, Authorities and Certificates for our businesses;
The quality and truthfulness of all the External Reports we issue.
Votorantim’s full commitment with Competition Defense, the Antitrust practice, Fraud prevention and the fight against Corruption.
