ACI - Audit Committee Institute
Corporate Governance
and the Capital Market
A current overview of listed companies,
based on their Reference Forms
2013/2014
kpmg.com/BR
Contents
About the Survey .............................................................................. 2
Executive summary .......................................................................... 5
Profile of Companies ......................................................................... 7
Results
Structure and Operation of the Board of Directors.................... 9
Committees of the Board of Directors...................................... 14
Audit Committee........................................................................ 17
Compensation Committee........................................................ 19
Fiscal Council ............................................................................. 21
Management Compensation.................................................... 23
D&O Liability Insurance............................................................. 28
Code of Ethics and Conduct...................................................... 30
Risk Management...................................................................... 31
Internal Audit.............................................................................. 32
External Audit............................................................................. 33
Dividends Policy......................................................................... 35
Ownership Structure ................................................................. 36
Companies’ Industries .............................................................. 37
Companies included in the Study................................................... 38
About ACI – Audit Committee Institute ......................................... 41
ACI Roundtables.............................................................................. 42
About KPMG .................................................................................... 47
2 | An overview of publicly-held companies – 2013/2014
About the Survey
Corporate Governance and the Brazilian
Capital Market 2013/2014
A current overview of listed companies based
on their Reference Forms
This year marks the fourth anniversary of KPMG’s survey
“Corporate Governance and the Brazilian Capital Market”,
based on the Reference Forms of listed companies, and
its eighth anniversary, considering the editions prior to
the issuance of the Brazilian Securities and Exchange
Commission’s (CVM) Instruction 480, which were mostly
based on listed companies’ annual reports.
In this edition of the survey, we have included some
important innovations. First, we have presented separately
the results for Nível 1 (“Level 1”) and Nível 2 (“Level 2”)
companies, as opposed to presenting them along with
other segments as in prior editions. This new format made
it possible to identify some significant differences in the
aspects analyzed.
Over the past few years we have observed a natural trend
in the search for leading corporate governance practices,
relating to transparency, accounting, corporate fairness
and responsibility, either to comply with new regulatory
requirements (such as the mandatory existence of a Code
of Ethics and Conduct or the segregation of the CEO’s and
the Chairman’s positions at the companies’ differentiated
governance levels within BM&F Bovespa), or as a result of
the Management’s and investors’ own perception of the
benefits from the use of leading governance practices (such
as the creation of Audit Committees and other committees
of the Board of Directors).
Additionally, we have removed the American Depositary
Receipt - ADR (Brazilian companies listed on US exchanges)
category to maintain the comparison strictly among the
BM&F Bovespa segments. Companies within the ADR
group continue to be represented in their respective
listing segments.
Recurring developments impacting companies involved
in fraud, accounting errors, or general errors in conducting
their businesses, strengthen the debate over the
importance of an effective risk management structure,
a business culture based on sharp ethics and conduct
standards, and the need for an active internal control
environment as a significant component of leading
governance practices.
Finally, new questions have been included in this year’s
survey and we have excluded questions whose information
in the Reference Forms were not clearly presented or which
required some kind of interpretation to be considered in the
survey. We have thus included some additional information
which we deemed of interest for the assessment of the
corporate governance practices in Brazil, such as the
existence of family relationships among the Board members
and/or members of the Executive Board, the percentage
of women in the Board of Directors, and the disclosure of
practices regarding dividends policy.
Corporate Governance and the Capital Market | 3
The new structure remains sorted into 4 groups: Novo
Mercado, comprising 129 companies; Nível 2, comprising
21 companies; Nível 1, comprising 32 companies; and
Tradicional, comprising the 50 most liquid companies that
are not allocated in particular levels of corporate governance.
Following the official description provided by BM&F Bovespa
for the listing segments, and a table including the main
requirement differences between those segments
Novo Mercado (NM)
Novo Mercado is a listing segment designed for shares
issued by companies that voluntarily undertake to abide
by corporate governance practices and transparency
requirements in addition to those already required by the
Brazilian Law and the CVM (Brazilian SEC). These practices
aim at increasing shareholder’s rights and enhancing the
quality of information commonly disclosed by companies.
Additionally, the Market Arbitration Panel for conflict
resolution between investors and companies offers a safer,
faster and specialized alternative to investors. The main
difference of Novo Mercado relates to the capital stock,
which must consist of common shares (voting shares).
Nível 1 (N1)
BOVESPA sets a series of standards regarding the conduct
of companies, managers and controlling shareholders which
are considered important for valuation of shares and other
securities issued by the company. The adherence to these
practices distinguishes a company as either Nível 1 or Nível
2, depending on the company’s degree of commitment to
these practices. Companies in Nível 1 largely undertake to
improve methods of disclosure to the market and to disperse
their shares among the largest number of shareholders
possible.
Nível 2 (N2)
To be classified as Nível 2, the company and its controlling
shareholders must, in addition to the requirements of Nível
1, adopt and observe a much broader range of corporate
governance practices and minority shareholder rights.
* Full description of each segment may be found
on BM&F Bovespa’s website using the following link:
http://www.bmfbovespa.com.br/en-us/markets/equities/
companies/corporate-governance.aspx?Idioma=en-us
NOVO MERCADO
NÍVEL 2
NÍVEL 1
TRADICIONAL
Characteristics of the Shares
Issued
Allows Common (ON)
shares only
Allows Common (ON)
and Preferred (PN)
shares (including
additional rights)
Allows Common (ON)
and Preferred (PN)
shares (in accordance
with the legislation)
Allows Common (ON)
and Preferred (PN)
shares (in accordance
with the legislation)
Minimum percentage of
Outstanding Shares (free float)
Minimum of 25% of free float
There is no rule
Public distributions of shares
Share dispersal efforts
There is no rule
Limitations to statutory provisions
(as from 05/10/2011)
Voting rights limited to 5% of capital, qualified
attendance and “irrevocable clauses”
There is no rule
Composition of the Board of
Directors
Minimum of 5 members, of which at least
20% should be independent, with a unified
term of up to two years
Minimum of three members
(in accordance with the legislation)
Prohibition of cumulative positions
(as from 05/10/2011)
The positions of Chairman of the Board of Directors and CEO,
or principal executive, cannot be held by the same person (vesting period
of 3 years after taking office)
There is no rule
Obligation of the Board of
Directors (as from 05/10/2011)
Must disclose any public offerings regarding
acquisition of the company’s shares
There is no rule
Financial statements
Must be translated into English
In accordance with legislation
Annual public meeting and calendar
of corporate events
Mandatory
Optional
Additional disclosure of information
(as from 5/10/2011)
Policy for trading securities and code of conduct
There is no rule
100% for ON and PN
shares
Grant of Tag Along
100% for ON shares
100% for
ON shares and 80% for
PN shares
(up to 05/09/2011)
80% for ON shares
(in accordance with
the legislation)
80% for ON shares
(in accordance with
the legislation)
Public offering regarding the
acquisition of shares, at least at the
economic value
Mandatory when going private or exitting
the segment
In accordance with
legislation
In accordance with
legislation
Adherence to the Market
Arbitration Chamber
Mandatory
Optional
Optional
Source: BM&F Bovespa – Comparison between the Listing Segments. Available at:http://www.bmfbovespa.com.br, 09/12/2013.
4 | An overview of publicly-held companies – 2013/2014
The following items have been addressed: the structure and
operation of the Board of Directors, of the Board of Directors’
Committees (with emphasis on the Audit Committee and
Compensation Committee), of the Fiscal Council, information
on the Management’s compensation, the use of the D&O
liability insurance, the existence of a Code of Ethics and
Conduct, the structure and process of risk management, the
quality of internal controls, and the internal and external audits.
It is possible, for example, that some companies simply
do not operate on a day-to-day basis in accordance with the
governance practices recommended in their documents
made available to the public (for example: a Board meeting
which has been disclosed may not have actually happened,
the members may be less independent than they appear,
and the segregation of roles between the Chairman of the
Board and the CEO may not actually occur).
Once again we recognize possible methodology limitations.
Our survey’s purpose is the gathering of information
presented in the Reference Forms without the intent of
interpreting or confirming the veracity of such information.
As a result, the current survey should be seen as a starting
point for further analysis of governance practices of each
of the companies, rather than a final analysis of the quality
of the governance practices of publicly-held companies in
Brazil.
In addition to the information not disclosed in the Reference
Form – which may imply the lack of a structured process
for the gathering, summarizing and presentation of this
information – an approach based on objective questions
from data available to the public may not represent a
specific company’s management or its effective governance
structure.
Once again we are pleased to present the 8th edition of
this survey. Along this period, our capital market not only has
matured but has also been under the international spotlight
with respect to the use of leading governance practices. The
results have been quite positive for all of us.
Enjoy your reading!
Sidney Ito
Lead partner of the Corporate Governance area of KPMG
in Brazil and South America, and of the Audit Committee
Institute (ACI) in Brazil.
Corporate Governance and the Capital Market | 5
Executive Summary
The survey is organized into the following subjects: Board of Directors,
Committees of the Board of Directors, Audit Committee, Compensation
Committee, Fiscal Council, Management Compensation, D&O Insurance, Code of
Ethics and Conduct, Risk Management, Internal Audit, External Audit, Dividends
Policy, Company Ownership Structure, Company Industry and Revenues. The
data related to the aforementioned topics was surveyed according to information
provided by the companies on their corresponding Reference Forms.
The following table summarizes the results of our survey, presenting the groups
with the highest and lowest frequency in the use of leading governance practices.
This comparison aims at enabling assessment of the governance practices based
on the aspects under analysis. This summary-table should be read together with
the individual graphs and comments regarding each matter for a better conclusion.
Most frequent
Less frequent
Board of Directors
CEO x Chairman roles
External Board Members
Family relations
Number of meetings
Performance Evaluation
Audit Committee
Existence of the Audit Committee
Board members present in the Audit
Committee
Existence of Fiscal Council
Disclosure of Management
Compensation
Code of Ethics and Conduct
Risk Management Structure
Internal Audit
Quality of Internal Controls
Novo
Mercado
N2
N1
Tradicional
6 | An overview of publicly-held companies – 2013/2014
We note that, in general, Nível 1 has the highest frequency regarding adherence
to corporate governance matters. On the other hand, a lower adherence is noted
in the group Tradicional, which is not part of BM&F’s distinguished governance
levels (NM, N1 and N2).
Some notes may help explain such results. First, the largest companies in our
study are part of the N1 group, with an average net revenue of R$19.2 million,
almost 100% greater than the average net revenue of the segment with the
second highest revenue, i.e. Tradicional. Additionally, Nível 1 is primarily composed
of banks, electric companies and basic materials companies which are subject to
additional regulatory requirements of their corresponding industries (Central Bank,
Brazilian Electricity Regulatory Agency - ANEEL etc.).
Some results are worth highlighting:
Board of Directors: 84% of the 232 companies analyzed already disclose that
the Chairman and the CEO positions are occupied by two different people, and
there has also been an increase in the number of independent board members.
Beginning this year, we will monitor the progress of women participation in
the boards, as well as family relations between board members and executive
directors.
Committees of the Board of Directors: there was a significant increase
in the number of Committees, with a substantial increase in the number of
Risk Committees (from 24 to 37 companies), HR Committees (from 32 to 48
companies); and Finance/Investment (from 36 to 50 companies).
Fiscal Council: in addition to an increase in the number of companies with Fiscal
Councils, there has also been an increase in the number of permanent Fiscal
Councils, thus indicating greater awareness of the importance of this structure.
Management Compensation: unlike last year, we noted a decrease in the
variable portion of compensation in relation to total compensation, for both
Executive Directors and Board Members. On the other hand, more companies
reported some type of variable compensation in the total compensation of
the Board of Directors. We also noted that there was a slight increase in the
number of companies that used injunction not to disclose information on the
Management’s compensation.
D&O Insurance: the average value of coverage of the insurance reported by
companies increased sharply this year comparing to the same period last year.
Also, the number of companies that contracted this type of insurance also
increased significantly.
Code of Ethics and Conduct: 100% of the companies of the distinguished
governance levels (Novo Mercado, Nível 1 and Nível 2) already have a Code of
Ethics and Conduct available, in compliance with the new BM&F Bovespa listing
rules. In the Tradicional segment, 56% of the sampled companies published this
document.
Risk management: In general, there was an increase in the percentage of
companies that have a specific area for managing risks. In 2012, approximately
40% of the companies disclosed this information, whilst in 2013 this percentage
was 43%.
Internal Audit: This item also had a significant increase, with 55% of companies
reporting the existence of the Internal Audit function in 2013, compared to the
45% in 2012.
Corporate Governance and the Capital Market | 7
Profile of companies
Novo Mercado
N2
N1
Tradicional
R$ 4,799
R$ 4,307
R$ 19,157
R$ 9,666
Main industries
- Consumer goods
- Construction and
transportation
- Financial services
- Utilities
- Financial services
- Basic materials
- Consumer goods
- Financial services
Main type of
ownership structure
- Shared control
- Diffused control
- Shared control
- Family ownership
- Shared control
- Family ownership
- Shared control
- Family ownership
% of companies that
have a controlling
shareholder or shared
control
53%
90%
94%
78%
Number of companies
analyzed
129
21
32
50 most traded
Average net revenue
(millions)
Net revenue growth (average in R$ million)
Results
Corporate Governance and the Capital Market | 9
Board of Directors
Number of members on the Board of Directors
The most significant change in relation to the number of members on the Board of Directors in 2012
is in the segment which already had the greatest number of members, i.e. N1, whose Boards had, on
average, one additional member this year.
Percentage of women on the Board of Directors in 2013
As from this year, we are including the percentage of women on the Boards of Directors in each listing
segment. In 2013, the segment with the largest share of women on the Board was the Tradicional
segment
10 | An overview of publicly-held companies – 2013/2014
Percentage of companies in which the CEO and Chairman positions
are held by different individuals
In compliance with the new listing rules of the BM&FBovespa distinguished levels, there has been an
increase in the number of companies in which the CEO and the Chairman positions are held by
different individuals, particularly in Novo Mercado. The deadline for compliance to this rule for
companies that were already listed on Novo Mercado, Nível 1 and Nível 2, when the rules were changed
in 2011, is the 2014 General Shareholders’ Meeting. The percentage of companies in the Tradicional
segment, which is not subject to this rule, remained stable.
Composition of the Board of Directors
2013
8%
8%
29%
33%
19%
15%
18%
36%
78%
80%
66%
61%
Independent
Board
members
Appointed by
Minority
Shareholders
External
Board
members
9%
11%
30%
34%
21%
22%
16%
37%
73%
79%
60%
56%
The composition of the Board of Directors showed a slight increase in the participation of independent
members and members appointed by minority shareholders in 2013 compared to 2012.
Novo Mercado
N2
N1
Tradicional
Corporate Governance and the Capital Market | 11
Percentage of companies which have family relations among Board Members
and/or executive management
The responses for this new question were taken from item 12.9 of the Reference Forms, in which
companies must disclose whether there are family relations up to second degree between the
company’s board members and/or management. As shown in the graph, Novo Mercado, Nível 1 and
Nível 2 showed similar results.
Number of Board of Directors’ meetings held per year
Number of companies that did not disclose the information for 2013
Novo Mercado
N2
N1
Tradicional
Total
9
1
3
8
21
The number of meetings has shown a small decrease for all groups except for Nível 1, which showed
an almost 40% increase in the number of meetings held in 2013. It is worth highlighting that great
variations may be due to companies that have not disclosed this information in previous years and
started to disclose effective numbers above the prior year’s average.
12 | An overview of publicly-held companies – 2013/2014
Is the Board’s performance regularly and formally assessed?
Number of companies that did not disclose the information for 2013
Novo Mercado
N2
N1
Tradicional
Total
15
4
3
4
26
Despite the growth noted in the number of companies that have adopted the formal assessment of
the Board of Directors’ performance, the number of companies that disclose adopting this practice is
still low. Analyzing the result of all segments combined (considering the companies that disclosed
the information), 23% of the companies in 2013 revealed that they perform this type of assessment,
in comparison with 21% of the companies in 2012. 26 companies or 11% of the total number of
companies did not disclose this information. The same behavior is noted regarding the individual
assessment of the members of the Board in the following graph.
Corporate Governance and the Capital Market | 13
Does the Board of Directors assess the performance of its members individually?
Number of companies that did not disclose the information for 2013
Novo Mercado
N2
N1
Tradicional
Total
19
5
3
7
34
14 | An overview of publicly-held companies – 2013/2014
Committees of the Board of Directors
Most common committees within companies
Total
Audit
Compensation
Finance /
Investments
Human
Resources
Risks
The greatest highlights of this year were the Risk, Human Resources and Finance/Investment
Committees, each of which presented a significant increase among the companies analyzed. We noted
one trend, particularly in the Novo Mercado segment, of some Compensation Committees which were
re-designed/re-named to Human Resources or People Committee aiming at providing a wider operation
scope to these committees.
Corporate Governance and the Capital Market | 15
Novo Mercado
Audit
Human
Resources
Finance /
Investments
Compensation
Risks
Besides these committees, other committees reported by companies totaled 93 in 2013 and 68 in 2012
for Novo Mercado.
Nível 2
Audit
Compensation
Finance /
Investments
Corporate
Governance
Human
Resources
Other committees reported by N2 companies figured 26 in 2013, and 28 in 2012
16 | An overview of publicly-held companies – 2013/2014
Nível 1
Audit
Compensation
Finance /
Investments
Human
Resources
Risks
Committees reported by N1 companies other than the five mentioned above totaled 37 in 2013 and 25
in 2012.
Tradicional
Audit
Compensation
Risks
Finance /
Investments
Corporate
Governance
Other company committees in the Tradicional segment figured 23 in 2013, and 15 in 2012.
Corporate Governance and the Capital Market | 17
Audit Committee
Percentage of companies that have an Audit Committee
The highlights here are the greater number of Audit Committees in all listing segments. Moreover, it is
worth noting that 8 companies disclosed that their Fiscal Councils operate as Audit Committees. We
understand that this disclosure is only applicable in order to comply with the Sarbanes-Oxley Act, and
it is not a compliance requirement of our Corporate Law.
How many members comprise the Audit Committee?
18 | An overview of publicly-held companies – 2013/2014
Composition of the Audit Committee
% of board members in the Audit Committee
% of independent board members in the Audit Committee
Even though the percentage of the Audit Committee members who are also board members has
diminished in 2013, the good news is that a greater portion of Audit Committee members who are board
members is also independent. The mere existence of more independent board members reveals more
awareness over the Audit Committee’s external and imbiased view, and is corroborated by the following
graph, which shows that more Audit Committees are coordinated by independent board members.
How many Audit Committees are coordinated by independent board members?
Companies that did not disclose the information for 2013
Novo Mercado
N2
N1
Tradicional
Total
18
3
1
1
23
Corporate Governance and the Capital Market | 19
Compensation Committee
Percentage of companies that have Compensation, HR, or People Committees
or similar
How many members comprise the Compensation Committee?
As noted earlier herein, the Human Resources, People and Compensation Committees have become
popular among Board of Directors’ Committees, which may also be noted as a result of the greater
average number of these committees. The gap in the Tradicional segment can be explained by
information provided by two companies that reported a number of members far above the 2012 average:
one of them stopped disclosing the existence of a Compensation Committee in 2013, and the other
moved to Nível 1.
20 | An overview of publicly-held companies – 2013/2014
Composition of the Compensation Committee
% of board members in the Audit Committee
% of independent board members in the Audit Committee
As noted in the composition of the Audit Committee, the number of Compensation Committee
members who also work as independent board members increased significantly.
Corporate Governance and the Capital Market | 21
Fiscal Council
How many companies have a Fiscal Council?
How many companies have a Fiscal Council operating on a permanent basis?
In 2013, more companies disclosed having a Fiscal Council installed on a permanent basis, with the
exception of a slight decrease in the number of companies in the Novo Mercado segment. 65% of the
total number of companies analyzed disclosed that they hold a Fiscal Council installed in 2013, whilst
this figure stood at 62% in 2012. The number of companies whose Fiscal Council was reported as
permanent rose from 58 to 62 companies, considering the 232 companies analyzed, showing that this
body has also gained more prominence in the governance structure. It is also worth noting that out of
the 94 companies that disclosed having Audit Committees, 54 also have a Fiscal Council installed, and
in 23 of those, the Fiscal Council is permanent, indicating that a considerable portion of the companies
analyzed understand the importance of the simultaneous operation of these two bodies.
22 | An overview of publicly-held companies – 2013/2014
Number of members that comprise the Fiscal Council in the companies
in which it is installed
Percentage of members of the Fiscal Council appointed by minority shareholders
Corporate Governance and the Capital Market | 23
Management compensation
Percentage of companies that clearly disclose the proportion between fixed and variable
compensation paid to their executives
Most companies already clearly disclose the composition of the Management’s remuneration, and
segregate the fixed and variable components.
Percentage of variable compensation of Executive Directors in relation to its total
compensation
The results on this matter presented the following interesting numbers: in all segments, companies
reduced the percentage of variable remuneration in the total compensation of Executive Directors, and
Nível 1, Nível 2 and Tradicional - the segments that contain the country’s largest companies and banks –
were the ones that showed the greatest decreases in this percentage.
24 | An overview of publicly-held companies – 2013/2014
Percentage of companies whose Board of Directors receives some type of variable
compensation (bonus, shares, options, etc.)
Number of companies that did not disclose the information for 2013
Novo Mercado
N2
N1
Tradicional
Total
4
0
1
6
11
On the other hand, more companies reported having started to include some type of variable
compensation in the total compensation of the Board of Directors. Still, the percentage of this type
of remuneration in relation to the total compensation was smaller than in 2012, as can be seen in the
following graph.
Percentage of variable compensation of the members of the Board of Directors
in relation to the total remuneration within companies that have this type of remuneration
Corporate Governance and the Capital Market | 25
How many companies clearly describe the key performance indicators taken into account
in the determination of each element of compensation?
Ratio of compensation paid to the Board of Directors in relation to the compensation paid
to the Executive Directors
Overall, the compensation paid to the Board of Directors presented a slightly larger percentage of the
compensation paid to the Executive Directors in 2013, when it reached 50% in comparison with 48% in
2012. The remarkable difference in Nível 1 numbers refers to two companies that, together, reported a
Board’s compensation 20 times larger than the management compensation. The decrease noted in the
Tradicional segment was mostly related to a company that reported a Board’s compensation 10 times
larger than the management compensation in 2012, which was not part of the sample of this study in
2013.
26 | An overview of publicly-held companies – 2013/2014
Annual average compensation paid to each Executive Director (R$ thousand)
Overall, the average compensation disclosed regarding the Executive Directors decreased slightly,
from R$1,553 thousand in 2012 to R$1,479 in 2013 – approximately 5%.
Annual average compensation paid to each Board Member (R$ thousand)
The aforementioned companies, which reported having compensated the Board of Directors well
above the Executive Directors, used an injunction not to disclose the average compensation. This is
the reason why it did not impact the average compensation of the N1 Board of Directors. In addition,
the compensation of the N1 boards was negatively impacted by one company that had reported
a high amount in 2012, but whose Reference Form was not available for the year of 2013. Even
considering these effects, the compensation of the boards of directors was, on average, 10% higher
in 2013 than in 2012, whilst the executive directors compensation had a slight decrease in the group of
the 232 companies. The Fiscal Council’s compensation leveled off as observed in the next graph.
Corporate Governance and the Capital Market | 27
Annual average compensation paid to each member of the Fiscal Council (R$ thousand)
The table below presents the number of companies from each segment that did not disclose the
maximum, average and minimum compensation in 2012 and 2013 by means of use of preliminary
injunctions. It is worth stressing the fact that the non-disclosure of this information impacts the results,
and the amounts represented herein should be analyzed taking this into consideration.
Group
Total number of
companies
Number of companies that
used preliminary injunction
not to disclose information
on compensation
Novo Mercado
129
20
N2
21
5
N1
32
13
Tradicional
50
8
Total
232
46
Novo Mercado
128
15
N2
20
4
N1
34
12
Tradicional
48
9
230
40
Year
2013
2012
Total
28 | An overview of publicly-held companies – 2013/2014
D&O Liability Insurance
Percentage of companies that contract D&O insurance for their Management or
establish another kind of indemnification regarding administrative or legal proceedings
deriving from the performance of their duties.
Corporate Governance and the Capital Market | 29
Average coverage value of D&O insurance policies (in R$ million)
Number of companies that did not disclose the information for 2013
Novo Mercado
N2
N1
Tradicional
Total
34
6
8
12
60
Both the number of companies that contracted D&O insurance and the coverage value increased
considerably. Overall, 81% of the 232 companies analyzed disclosed that they contracted this type of
insurance and the total value reaches the sum of R$11 billion insured, whilst the coverage value stood
at R$8 billion in 2012. The great difference observed in the Tradicional segment between 2012 and
2013 derived from a large company having reported the D&O insurance only as from 2013.
30 | An overview of publicly-held companies – 2013/2014
Code of Ethics and Conduct
Percentage of companies that publicly disclose a Code of Ethics and Conduct
All companies subject to the new BM&FBovespa’s rules have already published their Codes of
Ethics and Conduct, thus showing 100% adherence. In the Tradicional segment, the same number
of companies presented a Code of Ethics and Conduct in 2012 and 2013; however, the number of
companies analyzed rose from 48 to 50 this year, thus resulting in a decrease in percentage terms.
Corporate Governance and the Capital Market | 31
Risk Management
How many companies have a specific department within their organizational structures
focused on risk management?
Number of companies that did not disclose the information for 2013
Novo Mercado
N2
N1
Tradicional
Total
10
1
2
7
20
To collect this data, the following structures were considered as risk management department: Risk
Committee, Risk Board, an area with a Risk Director or Risk manager and some variations of these terms.
How many companies reported expectations of increased exposure to their significant
risks, in relation to the previous year?
As presented in previous years, few companies reported a difference in their expectation of exposure
to risks in relation to the previous year.
32 | An overview of publicly-held companies – 2013/2014
Internal Audit
Companies that disclose the existence of Internal Audit function
As noted above, the number of companies that disclosed the existence of an Internal Audit function in
their Reference Forms increased considerably. In 2013, 129 companies mentioned this function in their
organizational structure, while only 103 did so in 2012.
Corporate Governance and the Capital Market | 33
External Audit
Do independent auditors provide other services in addition to those related
to external audit?
Group
Novo Mercado
N2
N1
Tradicional
Year
Average annual fees
spent with independent
auditors for all services
(R$ thousand)
Services other than
external audit rendered
by the independent
auditors
(R$ thousand)
% of other services in
relation to total fees
spent with independent
auditors
2013
1.371
524
38%
2012
1.193
367
31%
2013
1.510
278
18%
2012
2.146
1.028
48%
2013
5.289
733
14%
2012
4.896
366
7%
2013
1.403
602
43%
2012
1.926
187
10%
In 2013, 13 companies (7 NM, 2 N1 and 4 T) did not disclose total annual fees with independent
auditors, and 24 companies (12 NM, 5 N1, 2 N2 and 5 T) did not disclose annual fees on services other
than external audit.
34 | An overview of publicly-held companies – 2013/2014
Did the independent audit firm issue an opinion on financial statements with reservations
in the last year?
Were there any weaknesses or recommendations on internal controls in the independent
auditors’ report that were commented on by the Management in the Reference Form?
Number of companies that did not disclose the information for 2013
Novo Mercado
N2
N1
Tradicional
Total
27
3
5
6
41
The main recommendations assessed in the Reference Forms were related to accounting processes.
The “Absence of formalized manuals including accounting practices, policies and procedures” and
“Weakness in the process of reconciliation of accounting balances” were the most mentioned
occurrences. Recommendations related to information technology were also frequent and comprised
“Absence of controls on security, concession and monitoring of access to financial programs and data”
and “Weaknesses in the password parameters”.
Corporate Governance and the Capital Market | 35
Dividends payout
Minimum percentage disclosed in the dividend distribution policy and percentage
distributed last year
Minimum percentage disclosed in the policy
Percentage actually distributed in the fiscal year
36 | An overview of publicly-held companies – 2013/2014
Ownership Structure
Percentage of companies that have majority or shared control
Type of the company’s ownership (State control, shared control, family control, foreign
control, or diffused control)
Shared control
State control
Foreign control
Family control
Diffused control
Corporate Governance and the Capital Market | 37
Companies’ Industries
Capital goods
Construction and transportation
Consumer goods
Financial services
Basic materials
Oil, Gas and biofuels
Information technology
Telecommunications
Utilities
38 | An overview of publicly-held companies – 2013/2014
Companies analyzed
Total: 232 companies
Corporate Governance and the Capital Market | 39
Companies in the survey
Novo Mercado
ƒƒAliansce Shopping Centers S.A.
ƒƒALL - América Latina Logística S.A.
ƒƒAnhanguera Educacional Participações S.A.
ƒƒArezzo Indústria e Comércio S.A.
ƒƒArteris S.A.
ƒƒAutometal S.A.
ƒƒB2W - Companhia Digital
ƒƒBanco do Brasil S.A.
ƒƒBB Seguridade Participações S.A.
ƒƒBematech S.A.
ƒƒBHG S.A. - Brazil Hospitality Group
ƒƒBiosev S.A.
ƒƒBM&F Bovespa S.A. - Bolsa de Valores,
Mercadorias e Futuros
ƒƒBR Malls Participações S.A.
ƒƒBR Properties S.A.
ƒƒBrasil Brokers Participações S.A.
ƒƒBrasil Insurance Participações e
Administração S.A.
ƒƒBrasil Pharma S.A.
ƒƒBrasilagro - Cia. Brasileira de
Propriedades Agrícolas
ƒƒBRF - Brasil Foods S.A.
ƒƒBrookfield Incorporações S.A.
ƒƒCCX CARVÃO DA COLÔMBIA S.A.
ƒƒCETIP S.A. - Balcão Organizado de Ativos e
Derivados
ƒƒCia. de Saneamento Básico do Estado de
São Paulo - SABESP
ƒƒCia. de Saneamento de Minas Gerais COPASA
ƒƒCia. Hering
ƒƒCia. Providência Indústria e Comércio
ƒƒCielo S.A.
ƒƒCompanhia De Concessões Rodoviárias CCR S.A.
ƒƒCompanhia de Locação das Américas
ƒƒCosan S.A. Indústria e Comércio
ƒƒCPFL Energia S.A.
ƒƒCR2 - Empreendimentos Imobiliários S.A.
ƒƒCremer S.A.
ƒƒCSU Cardsystem S.A.
ƒƒCyrela Brazil Realty S.A. Empreendimentos
e Participações
ƒƒCyrela Commercial Properties S.A. - CCP
ƒƒDiagnósticos da América S.A.
ƒƒDirecional Engenharia S.A.
ƒƒDuratex S.A.
ƒƒEcorodovias Infraestrutura e Logística S.A.
ƒƒEDP - Energias do Brasil S.A.
ƒƒEmbraer - Empresa Brasileira de
Aeronáutica S.A.
ƒƒEquatorial Energia S.A.
ƒƒEstácio Participações S.A.
ƒƒEternit S.A.
ƒƒEven Construtora e Incorporadora S.A.
ƒƒEZ TEC Empreendimentos e Participações
S.A.
ƒƒFertilizantes Heringer
ƒƒFíbria Celulose S.A.
ƒƒFleury S.A.
ƒƒGafisa S.A.
ƒƒGeneral Shopping Brasil S.A.
ƒƒGrendene S.A.
ƒƒHelbor Empreendimentos S.A.
ƒƒHRT Participações em Petróleo S.A.
ƒƒHypermarcas S.A.
ƒƒIdeiasnet S.A.
ƒƒIguatemi Empresa de Shopping Centers
S.A.
ƒƒIndústrias Romi S.A.
ƒƒInternational Meal Company Holdings S.A.
ƒƒIochpe Maxion S.A.
ƒƒJBS S.A.
ƒƒJHSF Participações S.A.
ƒƒJúlio Simões Logística - JSL S.A.
ƒƒKroton Educacional S.A.
ƒƒLight S.A.
ƒƒLINX S.A.
ƒƒLLX Logistica S.A.
ƒƒLocaliza Rent a Car S.A.
ƒƒLog-In Logística Intermodal S.A.
ƒƒLojas Renner S.A.
ƒƒLPS Brasil - Consultoria de Imóveis S.A. Lopes Brasil
ƒƒLupatech S.A.
ƒƒM. Dias Branco S.A. Indústria e Comércio
de Alimentos
ƒƒMagazine Luiza S.A.
ƒƒMagnesita Refratários S.A.
ƒƒMahle Metal Leve S.A.
ƒƒMarfrig Alimentos S.A.
ƒƒMarisa Lojas S.A.
ƒƒMetalfrio Solutions S.A.
ƒƒMills Estruturas e Serviços de
Engenharia S.A.
ƒƒMinerva S.A.
ƒƒMMX Mineração e Metálicos S.A.
ƒƒMPX Energia S.A.
ƒƒMRV Engenharia e Participações S.A.
ƒƒMultiplus S.A.
ƒƒNatura Cosméticos S.A.
ƒƒOdontoprev S.A.
ƒƒOGX Petróleo e Gás Participações S.A.
ƒƒOSX Brasil S.A.
ƒƒParanapanema S.A.
ƒƒPDG Realty S.A. Empreendimentos
e Participações
ƒƒPorto Seguro S.A.
ƒƒPortobello S.A.
ƒƒPositivo Informática S.A.
ƒƒProfarma Distribuidora de Produtos
Farmacêuticos S.A.
ƒƒQGEP Participações S.A.
ƒƒQualicorp S.A.
ƒƒRaia Drogasil S.A.
ƒƒRenar Maçãs S.A.
ƒƒRestoque Comércio e Confecções
de Roupas S.A.
ƒƒRodobens Negócios Imobiliários S.A.
ƒƒRossi Residencial S.A.
ƒƒSão Carlos Empreendimentos e
Participações S.A.
ƒƒSão Martinho S.A.
ƒƒSLC Agrícola S.A.
ƒƒSmiles S.A.
ƒƒSonae Sierra Brasil S.A.
ƒƒSprings Global Participações S.A.
ƒƒT4F - Time For Fun Entretenimento S.A.
ƒƒTarpon Investimentos S.A.
ƒƒTechnos S.A.
ƒƒTecnisa S.A.
ƒƒTegma Gestão Logística S.A.
ƒƒTempo Participações S.A.
ƒƒTereos Internacional S.A.
ƒƒTim Participações S.A.
ƒƒTotvs S.A.
ƒƒTPI - Triunfo Participações e
Investimentos S.A.
ƒƒTractebel Energia S.A.
ƒƒTrisul S.A.
ƒƒUltrapar Participações S.A.
ƒƒUnicasa Indústria de Móveis S.A.
ƒƒVALID Soluções e Serviços de Segurança
em Meios de Pagamento e Identificação
S.A.
ƒƒVanguarda Agro S.A.
ƒƒVigor Alimentos S.A.
ƒƒViver Incorporadora e Construtora S.A.
ƒƒWeg S.A.
40 | An overview of publicly-held companies – 2013/2014
Nível 2
ƒƒAbril Educação S.A.
ƒƒAlupar Investimentos S.A.
ƒƒBanco ABC Brasil S.A.
ƒƒBanco Daycoval S.A.
ƒƒBanco Indusval S.A.
ƒƒBanco Pine S.A.
ƒƒBanco Santander (Brasil) S.A.
ƒƒBanco Sofisa S.A.
ƒƒCentrais Elétricas de Santa Catarina S.A. CELESC
ƒƒContax Participações S.A.
ƒƒEletropaulo Metropolitana Eletricidade
de São Paulo S.A.
ƒƒForjas Taurus S.A.
ƒƒGol Linhas Aéreas Inteligentes S.A.
ƒƒMarcopolo S.A.
ƒƒMultiplan Empreendimentos Imobiliários S.A.
ƒƒNet Serviços de Comunicação S.A.
ƒƒRenova Energia S.A.
ƒƒSantos Brasil Participações S.A.
ƒƒSaraiva S.A. Livreiros Editores
ƒƒSul América S.A.
ƒƒTransmissora Aliança de Energia Elétrica S.A.
- TAESA
ƒƒCia. Energética de Minas Gerais - CEMIG
ƒƒCia. Energética de São Paulo - CESP
ƒƒCia. Estadual de Distribuição de Energia
Elétrica – CEEE-D
ƒƒCia. Estadual de Geração e Transmissão de
Energia Elétrica - CEEE-GT
ƒƒCia. Ferro Ligas Bahia - FERBASA
ƒƒCia. Paranaense de Energia - COPEL
ƒƒCTEEP - Cia. de Transmissão de Energia
Elétrica Paulista
ƒƒEucatex S.A. Indústria e Comércio
ƒƒFras-le S.A.
ƒƒGerdau S.A.
ƒƒInepar S.A. Indústria e Construções
ƒƒItaú Unibanco Holding S.A.
ƒƒItaúsa - Investimentos Itaú S.A.
ƒƒKlabin S.A.
ƒƒMangels Industrial S.A.
ƒƒMetalúrgica Gerdau S.A.
ƒƒOi S.A.
ƒƒParaná Banco S.A.
ƒƒRandon S.A. Implementos e Participações
ƒƒSuzano Papel e Celulose S.A.
ƒƒUsinas Siderúrgicas de Minas Gerais S.A. USIMINAS
ƒƒVale S.A.
ƒƒCompanhia Energética de Brasília - CEB
ƒƒCosan Limited
ƒƒDimed S.A. - Distribuidora de
Medicamentos
ƒƒDohler S.A.
ƒƒDufry A.G.
ƒƒDuke Energy International - Geração
Paranapanema S.A.
ƒƒEmbratel Participações S.A.
ƒƒFinanceira Alfa S.A.
ƒƒGP Investments Ltd
ƒƒGPC Participações S.A.
ƒƒGrazziotin S.A.
ƒƒGuararapes Confecções S.A.
ƒƒHaga S.A. Indústria e Comércio
ƒƒIndústrias José Batista Duarte S.A.
ƒƒJereissati Participações S.A.
ƒƒKarsten S.A.
ƒƒKepler Weber S.A.
ƒƒLAEP Investments Ltd
ƒƒLATAM Airlines S.A.
ƒƒLojas Americanas S.A.
ƒƒMundial S.A. - Produtos de Consumo
ƒƒPetróleo Brasileiro S.A. - PETROBRÁS
ƒƒPlascar Participações Industriais S.A.
ƒƒRJCP Equity S.A.
ƒƒSchulz S.A.
ƒƒSondotecnica Engenharia Solos S.A.
ƒƒSouza Cruz S.A.
ƒƒTelecomunicações Brasileiras S.A. TELEBRÁS
ƒƒTelefônica Brasil S.A.
ƒƒTupy S.A.
ƒƒUnipar - União de Indústrias Petroquímicas
S.A.
ƒƒVia Varejo S.A.
ƒƒWhirlpool S.A.
ƒƒWilson Sons Limited
Nível 1
ƒƒAlpargatas S.A.
ƒƒBanco Bradesco S.A.
ƒƒBanco do Estado do Rio Grande do Sul S.A.
- BANRISUL
ƒƒBanco Industrial e Comercial S.A. BICBANCO
ƒƒBanco Panamericano S.A.
ƒƒBradespar S.A.
ƒƒBraskem S.A.
ƒƒCentrais Elétricas Brasileiras S.A. ELETROBRÁS
ƒƒCia. Brasileira de Distribuição - Grupo Pão
de Açúcar
ƒƒCia. de Fiação e Tecidos Cedro e Cachoeira
Tradicional
ƒƒAES Elpa S.A.
ƒƒAES Tietê S.A.
ƒƒBanco Alfa de Investimento S.A.
ƒƒBanco do Estado de Sergipe S.A.
ƒƒBanco Mercantil do Brasil S.A.
ƒƒBANESTES S.A. - Banco do Estado do
Espírito Santo
ƒƒBardella S.A. Indústrias Mecânicas
ƒƒBattistella Administração e Participações
S.A.
ƒƒCambuci S.A.
ƒƒCia. de Bebidas das Américas - AMBEV
ƒƒCia. de Eletricidade do Estado da Bahia COELBA
ƒƒCia. de Gás de São Paulo - COMGÁS
ƒƒCia. de Saneamento do Paraná - SANEPAR
ƒƒCia. de Tecidos Norte de Minas COTEMINAS
ƒƒCia. Energética do Ceará - COELCE
ƒƒCia. Siderúrgica Nacional - Sid Nacional CSN
Corporate Governance and the Capital Market | 41
ACI
Audit Committee Institute
An independent initiative
sponsored by KPMG
Launched in 1999 in the US, and in 2004 in Brazil, ACI - the Audit
Committee Institute - promotes the exchange of information and
the development of leading corporate governance practices. It is a
significant forum for discussions, which disseminates significant
information to organizations’ Audit Committee, Statutory Audit
Committee and Boards of Directors members, thus enabling the
enhancement of insights on their responsibilities and activities, and
strengthening their operation manner.
ACI promotes roundtables, develops researches and publishes
information by means of the Audit Committee Institute periodical.
Among the themes addressed in the panels promoted by ACI, the
following stand out: the activities and effectiveness of the Audit
Committees, Statutory Audit Committees and Board of Directors;
risk management; leading corporate governance practices in family
companies; how leading practices are assessed by rating agencies
and financial institutions; IFRS and Law 11638; the Management’s civil
liability and D&O insurance, among others. To learn more about ACI,
visit the link www.kpmg.com/BR.
42 | An overview of publicly-held companies – 2013/2014
ACI Roundtables
Event
Date
Topic
Panelist
ACI’s launch
February 18, 2004
Implementation of the Audit
Committee
Isaac Sutton - Member of the Audit Committee Aracruz Celulose
Scott Reed - ACI Partner
1st Panel
April 15, 2004
Board members and the
Audit Committees: Required
capabilities and activities to be
developed
Fernando Albino - Partner - Albino Advogados
Associados
Aloísio Macário - Corporate Governance Manager
- PREVI
Herbert Steinberg - Partner - Panel
2nd Panel
January 7, 2004
Leading practices in Boards and
Committees
João Guimarães Monforte- President - IBGC
3rd Panel
October 20, 2004
Legal and Statutory
Responsibility
of the Board and Committee
members
Marcelo Fernandes Trindade - President - CVM
Renato Chaves - Investments Director - PREVI
Syllas Tozzini - Sócio - TozziniFreire Advogados
4th Panel
February 16, 2005
Section 404 - Sarbanes Oxley Act
Robert Lipstein - KPMG
João Carlos da Costa Brega - CFO - Multibras S.A.
Sidney Simonaggio - CEO - RGE - Rio
Grande Energia S.A.
5th Panel
May 18, 2005
Section 404 of Sarbanes
Oxley Act:
Implementation Practices
Nilton C. Rezende - CFO - Ecolab Química Ltda.
Caio de Almeida Cunha - CFO - SAP Brasil Ltda.
Gilberto Costa de Souza - Corporate
Governance Advisor
6th Panel
August 17, 2005
SOX 301 - Statutory Audit
Committee or
Audit Committee
Paulo Roberto S. da Cunha - Member of the Audit
Committee - Banco Bradesco S.A.
João Verner Juenemann - Board Member Banrisul
Luciano C. Ventura - Member of Companies’
Statutory Audit Committees - LCV Consultoria em
Governança Corporativa e Repre. de Acionistas
7th Panel
November 9, 2005
Risk Management
Antônio Luiz Pizarro Manso - CFO - Embraer
Roberto Lamb - Professor at Universidade Federal
do Rio Grande do Sul
Celebration of the 2nd
Anniversary of ACI
(in Brazil)
February 15, 2006
Market Regulation for 2006
Isaac Sutton - Audit Committee Member - Aracruz
Celulose
Sidney Ito - Partner - KPMG
Marcelo Fernandes Trindade - President - CVM
8th Panel
May 26, 2006
Self-assessment of the Audit
Audit Committee
Luciano C. Ventura - Member of Companies’
Statutory Audit Committees - LCV Consultoria em
Governança Corporativa e Repre. de Acionistas
Martin Glogowsky - President - Fundação CESP
9nd Panel
October 6, 2006
SOX update and assessment of
control environment
Leonardo Moretzsohn Andrade - Controllership
Officer - CVRD
10th Panel
March 9, 2007
Fraud and governance in IT
Renato Opice Blum - Partner - Opice Blum
Advogados Associados
Frank Meylan - Partner - KPMG
Corporate Governance and the Capital Market | 43
Event
Date
Topic
Panelist
11th Panel
June 25, 2007
Audit Committees and
Statutory Audit Committee:
Are there similarities between
their functions and duties?
Sidney Ito - Partner - KPMG
André Coutinho - Partner - KPMG
12th Panel
October 1, 2007
Relationship with
external and internal auditors
João Carlos Orzzi Lucas - Audit Officer - Brasil
Telecom
13th Panel
December 6, 2007
The development of
Corporate Governance in Brazil
Maria Helena Santana - President - CVM
14th Panel
April 8, 2008
IFRS and US GAAP cases of
implementation
processes
Geraldo Toffanello - Accounting Corporate Officer
- Gerdau Group
Pedro Carlos de Mello - General Accountant Banco do Brasil S.A.
15th Panel
August 7, 2008
The importance of leading
corporate governance practices
from the perspective of IFC
(World Bank) and Moody’s
rating agency
Luiz Tess - General Manager - Moody’s Latin
America
Pedro M. Meloni - Principal Advisor - Latin
America and the Caribbean - IFC - International
Finance Corporation
16th Panel
October 15, 2008
Potential benefits of Private
Equity investments for Corporate
Governance practices
and the progress of ownership
structure in Brazil
Mauro Cunha - Partner of Mauá Investimentos
and President of IBGC
Alexandre Saigh - Partner of Pátria Investimentos
17th Panel
December 2, 2008
Corporate Governance
and the Capital Market: a
current overview of Brazilian
corporations on Bovespa and on
US exchanges
Sidney Ito - Partner - KPMG
Alexandre Di Miceli da Silveira - CEG’s
Coordinator (Fipecafi/USP)
Gilberto Mifano - Chairman of BM&FBovespa’s
Board of Directors
18th Panel
March 12, 2009
Statutory Audit Committee
and Audit Committee:
Responsibilities, potential
conflicts and lessons learned
Sidney Ito and André Coutinho (moderators) Partners - KPMG
Alan Riddell and Cláudio Ramos (speakers) Partners - KPMG
19th Panel
June 25, 2009
Monitoring of risk management
- How should Statutory
Audit Committees and Audit
Committees operate in order to
be effective?
André Vitória - Chief Risk Management Officer
AMBEV
20th Panel
October 1, 2009
IFRS and Law 11638 - What is
the Statutory Audit Committees’
and Audit Committees’ role
concerning this topic and
how should they operate in an
effective manner?
Celso Giacometti - Board member and Advisor
Charles Krieck - Partner - KPMG
Pedro Anders - Partner - KPMG
21st Panel
December 9, 2009
Corporate Governance
Development in Brazil:
an overview of 2009 and
perspectives for 2010
Alexandre Di Miceli da Silveira - CEG’s
Coordinator (Fipecafi/USP)
PhD Professor Eliseu Martins - CVM’S Officer
Sidney Ito - Partner - KPMG
22nd Panel
March 18, 2010
1. Family and small companies:
which aspects of leading
corporate governance practices
should be considered?
2. The CVM Instruction 480
Pedro M. Meloni - IFC’s Advisor for Latin America
Jorge Eduardo M. Moraes - BNDES’ Company
Investment Department for
Small and Middle-sized companies
Rodrigo Camargo - Partner of Frignani e
Andrade Advogados
Rogério Andrade - Partner of KPMG
44 | An overview of publicly-held companies – 2013/2014
Event
Date
Topic
Panelist
23rd Panel
June 8, 2010
Legal liability of board members
and D&O insurance
Dr. Gustavo Contrucci - Partner of Contrucci &
Restiffe Sociedade de Advogados
24th Panel
September 17, 2010
A refresher on the matters of
greatest concern for companies’
board members and committee
members
Luciana Pires Dias - CVM’s Superintendent of
Market Development
Alan Riddell - Partner of KPMG’s
Financial Advisory Services area
Ramon Jubels - Partner of KPMG in Brazil,
specialist in IFRS matters
Carlos Alberto Nascimento - Mastersaf Solução
Fiscal e Tributária’s Tax Manager
25th Panel
December 8, 2010
Corporate Governance
perspectives for 2011
Gilberto Mifano - Chairman of IBGC’s
Board of Directors and Former President of
BM&FBOVESPA
Horácio Lafer Piva - Member of Boards of
Directors of various companies, including Klabin
and Redecard
Sérgio Darcy da Silva Alves - Member of Banco
Santander’s Board of Directors and former officer
of the Central Bank of Brazil
26th Panel
March 23, 2011
The significance and effective
operation of audit committees in
Brazil and worldwide
Workshop for attendants
27th Panel
June 14, 2011
The communication process
between the CFO / internal audit
/ external audit and the board of
directors and Audit Committee
João Miranda - CFO of the Votorantim Group
André Vitória - AMBEV’s Chief Risk and Internal
Audit Officer
28th Panel
August 23, 2011
Corporate Governance and the
Capital Market
Sidney Ito - Partner KPMG
Ana Paula Carracedo - Senior Manager of
Corporate Governance - KPMG
29th Panel
September 14, 2011
1. The internal control structure
for Banco do Brasil
2. CVM Public Notice SNC 10/11
Sidney Ito - Partner - KPMG
Fernando de Rosa - Executive manager at the
Internal Control Department of Banco do Brasil
30th Panel
June 7, 2011
2012 economic expectations for
board members and committee
members
Mailson Ferreira da Nóbrega – Member of the
Boards of Directors of various companies and
Partner of Tendências Consultoria Integrada
31st Panel
March 26, 2012
1. Ten key points of attention for
Audit Committees in 2012
2. Required changes and
structuring for a company going
through an IPO process
Sidney Ito - Partner - KPMG
Carlos Renato Donzelli - Magazine Luiza S/A
Luís Roberto Pogetti - Copersucar
32nd Panel
July 3, 2012
Risks posted by derivatives
and financial instruments and
the responsibility of the board
members and audit committees
Cássio Casseb Lima - Member of the Board
of Directors of Lojas Marisa, the Jereissati
Participações Group and the Jereissati Telecom
Group
Corporate Governance and the Capital Market | 45
Event
Date
Topic
Panelist
33rd Panel
August 24, 2012
Corporate Governance and
Succession in Family Companies
Ramiro Becker - Partner of Becker Advogados,
and OAB/PE’s president for Real Estate Affairs
Commission and OAB/PE’s state board member
Sidney Ito - Partner - KPMG
34th Panel
September 26, 2012
PREVI: adoption and monitoring
of leading governance practices
in its investments
Marco Geovanne - Investment Officer PREVI
ACI FS (Financial Services)
October 3, 2012
Progress of the Audit Committee
models – An approach aimed at
the effective control of risks
Anthero Meirelles - Inspection Officer of the
Central Bank of Brazil
Jeremy Anderson - KPMG’s Global Financial
Services Leader
Ricardo Anhesini - KPMG’s Global Financial
Services Partner
35th Panel
October 4, 2012
Lessons learned from Rio+20
and the responsibility of board
members and committee
members for social and
environmental risks
Fábio Feldmann - Former Secretary
of the State of São Paulo Environment
Department
Carlos Brandão - Member
of the Board of Directors of IBGC
and member of the GRI Committee
Yvo de Boer - KPMG’s Global Sustainability
Advisor, and former Executive Secretary
of the UN
36th Panel
December 5, 2012
Corporate Governance structure
in Brazil and access to the
international capital markets
Alex Ibrahim - Vice President and Regional Leader
of NYSE Euronext for Latin America, Bermuda,
and the Caribbean
Sidney Ito - Partner - KPMG
37th Panel
March 12, 2013
TOTVS’ Corporate Governance
structure and risk management
Laércio Cosentino - CEO, Chairman and
founder of TOTVS
38th Panel
June 6, 2013
Statutory Audit Committees and
Audit Committees: differences
and similarities in their operation
José Écio Pereira da Costa - Member of the Audit
Committees of Gafisa,
Votorantim Industrial and Fibria
Luiz Alberto Falleiros - Member of Itáu Unibanco’s
and Total Agroindústria Canavieira’s Statutory
Audit Committees
Richard Doern - Coordinator of Group Stefani’s
Audit Committee
Roberto Lamb - Member of the Statutory Audit
Committees of Gerdau, Marfrig and AES Tiete
39th Panel
September 18, 2013
The relationship between the
João Carlos Brega - Whirpool’s CEO for
CEO and the Board of Directors
Latin America
46 | An overview of publicly-held companies – 2013/2014
Corporate Governance and the Capital Market | 47
KPMG in
noBrazil
Brasil
KPMG is a global network of independent professional firms providing Audit, Tax
and Advisory services. We have more than 155,000 outstanding professionals
working together to deliver value in 155 countries worldwide. In Brazil, we are
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We offer, on a worldwide scale, a consistent set of accounting and financial skills
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Contact
Sidney Ito
Lead partner of Risk and Corporate Governance Advisory
of KPMG in Brazil and South America, and of the Audit
Committee Institute (ACI) in Brazil.
Team involved in the Study:
Beatriz Tenuta
Daniela Giannocaro
Marcio Belmonte
Mark Cubell
Rogério Andrade
Tel: + 55 (11) 2183-3000
acibrasil@kpmg.com.br
kpmg.com/BR
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