Investor Presentaiton
2016 Braskem | Annual Report
BRASKEM GOVERNANCE MODEL
G4-34, G4-39
SHAREHOLDERS (GENERAL MEETING)
STRATEGY AND COMMUNICATION COMMITTEE (CEC)
PEOPLE AND ORGANIZATION COMMITTEE (CPO)
INVESTMENT AND FINANCE COMMITTEE (CFI)
COMPLIANCE COMMITTEE (CC)
Standing Committees
to Support the Board
of Directors
COMPLIANCE AREA
BOARD OF DIRECTORS
FISCAL COMMITTEE (WITH RESP. OF AUDIT COMMITTEE)
INDEPENDENT AUDIT
SUPPORT CORPORATE GOVERNANCE
EXECUTIVE OFFICE
DISCLOSURE COMMITTEE
ETHICS COMMITTEE
27
CLIENTS
GENERAL SHAREHOLDERS'
MEETING (AG)
The General Shareholders' Meeting
is the sovereign body, which has the
power to decide all business related
to the Company and to make the
resolutions it deems appropriate for its
defense and development.
BOARD OF DIRECTORS (CA)
Braskem's Board of Directors is an
autonomous body of a collegiate
nature, composed of eleven members
and their respective alternates, six
of whom are Independent Directors,
elected or dismissed at any time by
the General Meeting. Its Chairperson is
not a Company executive. The term of
office of the members of the Board of
Directors is two years, and reelection
is permitted.
STANDING COMMITTEES TO
SUPPORT THE BOARD OF
DIRECTORS
The four Standing Support Committees
are part of the Corporate Governance
structure and aim to advise the Board
of Directors on pre-established matters.
The basic roles and responsibilities of
the Support Committees to the Board
of Directors, as well as the basic
guidelines for their constitution, are
described in the Board of Directors'
Rules of Procedure.
Compliance Committee (CC)
Created in 2016, the Committee
has a Permanent Support
nature to the Board of Directors
regarding its continuous
commitment to act with
transparency and integrity, in
accordance with best Governance
practices and applicable laws,
standards, and regulations, as
well as with Company Policies,
monitoring conduct based on
principles and ethical values.
In this way, the Committee is
responsible for ensuring the
monitoring of exposure to risks,
internal control systems, and
compliance with laws, standards,
and regulations, among others.
People and Organization
Committee (CPO)
Its role is to evaluate, monitor,
and review Policies and Programs
in force, regarding the aspects of
People and Organization, such
as Remuneration, Health, Safety,
and Environment, and the Private
Pension Program. In addition,
the CPO reviews significant
changes in macrostructure and
replacement and succession of
executives in strategic positions.
Finance and Investment
Committee (IFC)
Evaluates new Policies, monitors
and analyzes the Policies
in force regarding Financial
Management, Insurance and
Guarantees, Financial Risks
Management, among others.
It is also responsible for the
investments subject to approval
and investment monitoring. This
committee is also responsible
for contributing to the Braskem
Business Leader Action Program
proposal, prior to its presentation
to the Board of Directors,
focusing
the
on analyzing
strategy, investment
financial
•
plan, and leverage goals.
Strategy and Communication
Committee (CEC)
Evaluates
new
Policies,
monitors and analyzes the
current Corporate Policies
concerning Capital Markets,
Social Responsibility, and
Corporate Sustainability, as well
as Institutional Image Programs.
In addition, the Committee
contributes to the general
guidelines and assumptions used
as the basis for the preparation
of the Braskem Business Leader
Action Program.
FISCAL COMMITTEE (CF)
Composed of five members and an
equal number of alternates, the
Fiscal Committee is an independent
corporate body of Braskem's
administration that supervises the
acts of the administrators to ensure
compliance with their legal and
statutory duties, issuing opinions and
providing information to the partners,
and monitoring the internal audit.
The committee has expanded powers,
as provided by the Sarbanes-Oxley
Act of the United States.
INDEPENDENT AUDIT
Responsible for independently issuing
opinions on the Financial Statements
in accordance with current legislation.
STATUTORY EXECUTIVE OFFICE
Officers are responsible for exercising
the management of the Company's
business and functional areas, as
well as for implementing the General
Policies and Guidelines established by
the Board of Directors.
ETHICS COMMITTEE (CET)
The Ethics Committee is an advisory
and deliberative body whose purpose
is
to support the Compliance
Committee in matters involving
violations of the commitment to
act ethically and with integrity and
transparency. It is also responsible
for evaluating and discussing
the outcome of investigations of
complaints in an exempt manner,
all information
treating
and
documents analyzed with absolute
secrecy and confidentiality.View entire presentation