We are advancing each year in implementing good governance practices. We seek to increase our transparency, improve the relationship with our stakeholders and take decisions based on the follow-up of the actions established in the strategic planning.
Our corporate governance is implemented by the following bodies:
The Meeting of Shareholders, consisting of a single shareholder, the Federal Government, is the highest body of the company with powers to resolve on all business related to its corporate purpose, including its authority to change the company’s capital stock and the Articles of Incorporation, as well as elect and dismiss the members of its Board of Directors and Audit Committee.
The Board of Directors consists of five members elected at the Meeting of Shareholders and must consist of one director appointed by the Ministry of Mines and Energy, two directors appointed by the Ministry of Economy, one appointed by the Office of the Chief of Staff and by the CEO of Pré-Sal Petróleo, a permanent member. Board members have a unified term of office of two years, with a maximum of three consecutive reappointments allowed. Annual meetings take place monthly, and special meetings take place whenever called by its chairman or by the majority of its members. The decisions of the Board of Directors are taken by a simple majority vote of those present and recorded in the minutes, with the chairman having the ordinary and casting votes.
The members of the Audit Committee are elected and removed at the Meeting of Shareholders. The directors have a term of office of two years, with two reappointments being admitted, with two directors appointed by the Ministry of Mines and Energy and one appointed by the Ministry of Finance. Annual meetings take place monthly, and special meetings take place whenever called by its chairman.
The Executive Board is the collegiate body of the company’s general management , which is responsible for managing the business, in accordance with the mission, objectives, strategies and guidelines approved by the Board of Directors. The term of office of the Executive Board will be a two-year unified period, with a maximum of three consecutive reappointments allowed. The collegiate decisions of the Executive Board will be taken by the absolute majority of its members, with at least three of them present, and the CEO, in addition to the common vote, has the casting vote.
The Internal Audit is the control area responsible for strengthening and advising the management, as well as developing preventive actions and providing support, according to its specificities, within the company, to contribute to the guarantee of legality, morality, objectivity and fairness of the management acts. The Internal Audit is linked to the Board of Directors and administratively reports to the company’s CEO.
Governance and Compliance Committee (CGC)
The mission of the Governance and Compliance Committee (CGC) is to support the adoption of the best corporate governance and compliance practices, as well as implement a governance and compliance model in accordance with the law. The CGC meets annually whenever called by any of its members.
The Statutory Audit Committee consists of three members, selected and elected by the Board of Directors.
Personnel, Eligibility, Succession and Compensation
Committee The Personnel, Eligibility, Succession and Compensation Committee consists of three members who assist the controlling shareholder in verifying the compliance of the appointment and evaluation of managers and members of the Audit Committee.
External Audit
The external audit is responsible for checking the company’s quarterly and annual financial statements.