Investor Presentaiton
MANAGEMENT STRUCTURE
AND MODEL
Embraer has adopted the most strict stan-
dards of corporate governance and is asso-
ciated with the Brazilian Institute of Corpo-
rate Governance (IBGC, in Portuguese), the
Brazilian Association of Public Companies
(ABRASCA, in Portuguese), Brazilian Institute
of Investor Relations (IBRI, in Portuguese)
and the National Institute of Investors (INI,
in Portuguese). In 2016, the company was
listed on the DJSI for the seventh consec-
utive year, with three years of continual
growth in its overall score. The company
also comprises the ISE and the theoretical
portfolios of the Brazil Index (IBrX, in Por-
tuguese), the Corporate Governance Stock
Index (IGC, in Portuguese), the Stock Index
with Differentiated Tag Along (ITAG, in Por-
tuguese), the Industrial Sector Index (INDX,
in Portuguese), the Bovespa Index Value 2nd
Line (IVBX 2, in Portuguese) and the Brazil
Index 50 (IBrX 50, in Portuguese).
The company's shares are listed in São
Paulo on the New Market (BM&FBOVES-
PA: EMBR3) and in New York, on the New
York Stock Exchange (NYSE: ERJ), through
the American Depositary Receipts (ADRs)
program, level III. In addition to the New
Market requirements, the company's by-
laws impose onerous conditions on any
shareholder who might hold shares equal
or superior to 35% of the capital, includ-
ing submission to Public Tender Offer (OPA,
in Portuguese) as well as an authorization
from the Brazilian government, holder of a
special class share, which grants a veto
right in some strategic matters for the com-
pany and the Country. |G4-41|
General Assembly (GA)
• Elects members to and dismisses members
from the Board of Directors and the Fiscal
Board; sets the global compensation for di-
rectors and board members; deliberates on
account approvals and proposals for profit
and dividend allocation; among the other at-
tributions contained in the provisions of the
Brazilian Companies Act.
⚫The votes of foreign shareholders are limited
to 40% of the votes of Brazilian shareholders.
• Information on voting rights and meetings
are given in detail in the bylaws, available at
https://goo.gl/wFNwSr. [G4-40, G4-42|
Corporate governance structure
Shareholders
Board of Directors
Board of Executive Officers
Strategy
Committee
Audit and Risk
Committee
|G4-34, G4-40, G4-41|
Fiscal Board
Compliance
Internal Auditing
Human Resources
Committee
Risk and Internal
Controls
Board of Directors (BD)
•Composition: 11 members, one elected
by the Brazilian government (as holder of
the special class share); two are elected
by the company's employees (one appoint-
ed by the Embraer Employee Investment
Club - CIEMB in Portuguese - and anoth-
er nominated by the company's non-share-
holder employees); and eight elected by
the other shareholders.
• Two-year term, reelection permitted.
• Eight independent members.
⚫ Eight ordinary meetings per year and extraor-
dinary sessions as necessary 13 meet-
ings in 2016. |G4-47|
.
⚫ Defines strategies; elects, supervises and
dismisses members of the Board of Exec-
utive Officers; monitors risks; and estab-
lishes general business policy. [G4-35|
• Carries out annual formal performance
evaluation of the Board, the board mem-
bers and the Committees - supported by a
specialized external consultant. Members
evaluate themselves, each other, and also
the President and CEO, who, in turn, evalu-
ates the execution of the BD activities every
fiscal year. [G4-44|
The BD's Internal Regiment disciplines
its operations and the body's relationship
with the committees that advise it.
Strategy Committee
• Composition: up to five members.
⚫ Meets every trimester.
• Supports the BD in preparing the Strategic
Plan and the Action Plan; evaluates market
opportunities; and monitors results.
Audit and Risk Committee
.
• Composition: up to five members.
⚫ Meets every bimester.
• Supports the BD in identifying and managing
risks; oversees the quality of financial state-
ments; recommends and supervises the
external audit firm¹; monitors performance
and independence of the internal audit.
Human Resources Committee
⚫Internally designated as the Committee
of People, Compensation, Organization
and Governance.
⚫Composition: up to five members.
• Meets every trimester.
⚫ Guides the BD with regards to the election
and dismissal of the members of the Board
of Executive Officers, the establishment of
compensation and human resources poli-
cies, and to the transfer of resources to em-
ployee associations as well as entities for
assistance, recreation and private pension;
guides on matters of governance of the activ-
ities of the BD and of its Committees.
Fiscal Board
•Composition: from three to five members.
• Meets every trimester.
• Examines the financial statements.
• Permanent and independent administration
entity.
Board of Executive Officers
⚫Composition: from four to 11 members elect-
ed by the BD.
• Two-year terms, with the possibility of re-election.
⚫ Monthly meetings.
• Responsible for daily administration, follow-
ing the guidelines of company bylaws and the
deliberations of the BD and GA.
⚫ Formally responsible for the company's per-
formance on economic, environmental and
social topics: the Executive Vice President
of Finance and Investor Relations and the
Vice President of People and Sustainability,
respectively. IG4-36|
•The Board of Executive Officers is evaluated
annually with the 360° methodology, where-
as the evaluation of the President and CEO
is the responsibility of the BD. All attributes
and composition of the BD, the Committees,
the Fiscal Board and the Board of Executive
Officers are provided in detail at https://goo.
gl/nfyTAO. IG4-35, G4-38, G4-39|
16
1. Function exercised in compliance with American law, especially the Sarbanes-Oxley Act.
17View entire presentation