In 2002, the Company underwent internal restructuring, through which CCR became the strategic controlling shareholder of all its controlled concessionaires. This restructuring process, which was designed to add strategic value to the Board of Directors, followed best corporate governance practices. As a result, CCR has implemented six technical and advisory committees, namely Governance Committee, Audit Committee, Strategy and Sustainability Committee, Finance Committee, New Business Committee and Human Resources Committee. The objective was to the Board of Directors’ decisions more agile and more efficient.
On April 26, 2019, the Company’s Board of Directors approved the restructuring and the new names of the five (5) Advisory Committees: (i) Results and Finance Committee; (ii) New Business Committee; (iii) People and Governance Committee; (iv) Risk and Reputation Committee; and (v) Audit and Compliance Committee. In addition, at the same Meeting, the Company approved the nomination of the respective members of the Committees, as per item 12.7/8 of this Reference Form. The composition of the committees can be changed at any time the Board of Directors deems appropriate, without a specific term of office. CCR’s Governance Documents impacted by the restructuring of CCR’s Board of Directors Committees will be revised and submitted for appreciation by the Board of Directors in due time and, consequently, reflected in this Reference Form.
The purpose of these committees is to add greater value to our Board of Directors by providing resources that allow the Board of Directors to exercise its functions more efficiently and more rapidly, while improving the quality of our decision-making process. These committees have neither executive nor decision-making powers. Under this condition, their opinions and proposals are submitted for discussion by the Board of Directors. Our committees are formed by members of the Board of Directors and must have rotating coordinators. It is the responsibility of the committee coordinator to ensure the compliance with the committee‘s objectives and invites other participants to discuss specific matters, if necessary.
Audit and Compliance Committee: The Audit and Compliance Committee must have operational autonomy and its own budget approved by the Company’s Board of Directors to cover expenses related to its operation. In the composition of the Audit and Compliance Committee, the following peculiarities must be observed: (a) at least one of them has to be an Independent Board Member, according to the Novo Mercado Regulation and the Company’s Nomination Policy; and (b) at least one of them has to be an expert in corporate accounting matters, pursuant to CVM Instruction 308, noting that the same member of the audit committee may fill these two requirements. Ideally, the Audit and Compliance Committee will be coordinated by an Independent Board Member. Members of the Executive Board of the Company, its subsidiaries, its controlling shareholders, associated companies or companies under common control cannot be members of the Company’s Audit Committee.
The scope of the Audit and Compliance Committee should cover, in general:
- Accounting and legal regulations;
- External audit;
- Internal audit;
- Compliance issues; and e
- Related parties (in accordance with the provisions of the Related Party Transactions Policy, with an ad hoc Committee being installed if necessary).)
Risk and Reputation Committee
The scope of the Risk and Reputation Committee should cover, in general:
- Image management (existing and desired perception and plans);
- Integrated risk map (mitigation plan and policy);
- Financial risks;
- Operational risks;
- Regulatory risks;
- Environmental and social risks;
- Occupational risks;
- Labor risks;
- Crisis contingency plan (guidelines);
- Sustainable development (trends, impacts and GRI);
- Relationship with stakeholders; and
- Donations and sponsorships.
Results and Finance Committee
The scope of the Results and Finance Committee’s should cover, in general:
- Targets of the Company and its subsidiaries;
- Budget and monitoring of results and cash flow;
- Business management (regulatory, investment, corporate and legal);
- Portfolio strategy;
- Innovation strategy: processes and working methods;
- Financial plan;
- Cash flow;
- Dividends (Policy and Payment);
- Capital structure;
- Fundraising; and
- Resource management.
People and Governance Committee
The scope of the People and Governance Committee should cover, in general:
- Governance model (Company’s Bylaw, Charters of the Board of Directors and its Advisory Committees, Policies, Committees, Structure and Organization);
- Evaluation and nomination of the members of CCR’s Board of Directors;
- Management of the organizational transformation (Governance Review);
- Human resources guidelines and processes;
- Organizational climate;
- Organizational culture;
- Examination of management remuneration; and
- Succession plan and nomination of leaders.
New Business Committee
The scope of the New Business Committee should cover, in general:
- Management of current business opportunities;
- Renewals (e.g. deadlines extensions);
- Re-bid of the current concessions;
- Management of the pipeline new opportunities;
- By business division; and
- Innovation strategy.
The table below presents the members of our Committees: