Governance
CORPORATE GOVERNANCE
The Cornélio Brennand Group adopted best governance practices more than a decade ago, with an initial focus on family governance and, later, on corporate governance. The Group’s current governance structure is composed of a Family Council, Board of Directors, Advisory Committees and a Family Shareholder Council.
ORGANOGRAMA
The preservation of the Group’s legacy involves the constant engagement and preparation of the shareholders and heirs of the Cornélio Brennand family. Family Governance is the structure responsible for supporting and monitoring the training of members of the new generations of the family. This work, extremely important for
the Group’s longevity, is led by the Family Council, which is responsible for promoting and safeguarding the family’s values, principles and vision, in addition to ensuring the continuity of the business and supporting the succession process. The Cornélio Brennand Family has members of the third and fourth generations occupying positions in the governance of the GCB, and there are already representatives of the fifth generation participating in the Family Governance forums.
Social Transformation Committee (CTS):
Responsible for defining guidelines, planning and carrying out private social investment actions and for promoting a culture of social engagement and volunteering among the generations of the Cornélio Brennand Family. The CTS plays a relevant role in strengthening the Social agenda of the ESG journey and includes, in its composition,
the participation of the Group’s ESG management as one of the members of the body, in order to promote alignments and synergies in this agenda. Main programs: Together for Várzea and the Mata da Várzea Regenerative Territories Program.
Training Committee:
Responsible for supporting the collective and individual development of shareholders and monitoring the process of succession of generations. Main programs: Shareholder Training Program (PROA) and the GCB Generations Mentoring Program.
Integration Committee:
Responsible for ensuring family integration and transparency in communication between family members. Main actions: Family gatherings with the participation of all generations and organization of communication channels, promoting disclosure in an agile and transparent manner.
Legacy Committee:
Responsible for ensuring the perpetuation of the legacy of the Cornélio Brennand Family, maintaining and encouraging its values across generations. Main deliveries: Management of the Family and Group’s historical collection and the structuring of a Memory Center.
Constantly in sync with best management practices, the implementation of the corporate governance process in the Group initially focused on professionalizing the Group’s senior management, by having only shareholders on the different boards of directors.
As the governance model evolved, new mechanisms were adopted to enhance the relationship between the Board of Directors and the businesses, to make the decision-making process even more transparent, agile and, above all, efficient. The Group currently has a board of directors for each business unit, comprised of shareholders and independent members.
It is also a member of the main governance forums, such as the IBGC (Brazilian Institute of Corporate Governance).
For the best performance of their functions, the Boards of Directors have four advisory committees, which support the direction and strategic decision making process of GCB. On a permanent basis, the committees make periodic reports to the councils. When necessary, boards can establish temporary committees or working groups to addres s ad hoc demands and reviews.
People and Sustainability Committee:
Responsible for defining the human resources strategy, evaluating and rewarding key positions, executive succession program, monitoring the GCB’s ESG agenda and promoting best practices in people management and sustainability.
Audit and Risk Committee:
Under the coordination of an independent expert, the committee’s main responsibilities are: to ensure compliance with the Risk Policy of the Cornélio Brennand Group;
monitor the main risks of GCB companies; monitor the results of internal and external audits; evaluate and supervise the accounting and financial results; ensure
compliance with legal, statutory, regulatory and tax rules; monitoring the GCB’s Compliance Program, including compliance with the Codes of Conduct, and supervising
occurrences registered in the Ethics Channel for the Conduct Committee.
Strategic Committee:
Responsible for recommending investments, analyzing new business opportunities, monitoring strategic planning cycles and conducting portfolio analyses and specific projects.
Governance Committee:
It is the board responsible for implementing the best governance practices in the Group and proposing improvement ac tions; examine, discuss and make recommendations regarding the remuneration practices of the Boards and their Committees; propose the competences that should integrate the profile of counselors and specialists; monitor
the development of family members who work in governance bodies; suggest and periodically revise the GCB’s corporate governance structure.
The mission of the Board of Directors is to protect and increase the value of the assets of the Group’s shareholders, as well as maintain a balance between short- and long-term visions and harmony among all stakeholders. The body has periodic meetings and is represented by all the branches of the Cornélio Brennand family.