In 2002, the company underwent internal restructuring, through which CCR became the strategic controlling shareholder of all of the subsidiary 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 set up six technical and consulting committees as follows: Governance Committee, Audit Committee, Strategy and Sustainability Committee, Finance Committee, New Business Committee and Human Resources Committee. The objective was to ensure efficiency and speed with regard to the Board of Directors’ decisions.
The purpose of the committees is to add greater value to our Board of Directors, in that instruments were established to permit them to exercise their functions more efficiently and quickly and, at the same time, improve 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 made up of members of the Board of Directors, with rotating coordination. Each committee coordinator ensures the compliance with the committee‘s objectives and invites other participants to meetings to discuss specific matters, when thought prudent.
- Audit Committee: seeks to help the Board define the quality standards of the financial reports and internal controls and, also, evaluates the quality of the financial reports, the risks involved in the accounting principles used and assuring the adjustment and efficacy of internal controls, proposing changes when necessary. The audit committee also is responsible for monitoring identified problems.
- Strategy and Sustainability Committee: it evaluates the CCR Group’s general objectives and guidelines, analyzing and issuing opinions about the Strategic Objective, the General Objectives and Guidelines and the Business Plan, all suggested by the president. In 2011, the Committee, which until then was known only as the Strategy Committee, was restructured and called the Strategy and Sustainability Committee. As a result, it also has the responsibility to identify critical topics and good socio-environmental practices for both the Company and other organizations in the sector.
- Finance Committee: examines the Company‘s financial policy, analyzing its structure and recommending corrective actions. It also monitors and reports to the Board of Directors regarding key financial issues, such as loans/refinancing of long-term debt, risk analysis, dividends policy, stock issues and debt and investment bonds.
- Governance Committee: suggests and supervises the format and the process for the constitution of the Board of Directors, regularly developing, reviewing and proposing the description of its functions and recommending candidates. The Governance Committee proposes the dynamics of the way the Board of Directors operates – meeting timetables, agenda, information flows and definition of the meetings and other communications with shareholders, executives and external stakeholders – which leads to the regular evaluation of the Board of Directors, the Committees, the Chairman and the Secretary of the Board. It is also responsible for proposing and reviewing the responsibilities of the committees and the regular assessment of their structures and the needs of new members. It can develop and manage the process of selecting independent members when necessary.
- New Business Committee: evaluates, at the request of the Board of Directors, the development of studies for potential acquisitions of ownership stakes, identifying potential problems and approaches to be followed in the negotiation.
- Human Resources Committee: issues opinions and proposes changes regarding CCR’s and its subsidiaries’ compensation policies, as well as Profit-Sharing Programs (PPRs), the processes for naming members of CCR’s Board of Directors and potential candidates indicated by the Chairman, at the request of the Board of Directors, and the evaluation methodology for the selection of CCR’s board members, among others.
The table below shows the members of our Committees:
|Ana Dolores Moura Carneiro Novaes||Renato Torres de Faria|
|Luiz Alberto Colonna Rosman||Ana Dolores Moura Carneiro Novaes|
|Tarcísio Augusto Carneiro||Luiz Alberto Colonna Rosman|
|Wilson Nélio Brumer||Wilson Nélio Brumer|
|Paula Soares Traldi||Fernando Luiz Aguiar Filho|
|Leonardo Porciúncula Gomes Pereira||Leonardo Porciúncula Gomes Pereira|
|Governance||Strategy and Sustainability|
|Ricardo Coutinho de Sena||Paulo Roberto Reckziegel Guedes|
|Ana Maria Marcondes Penido Sant‘Anna||Ana Maria Marcondes Penido Sant‘Anna|
|Luiz Carlos Cavalcanti Dutra Júnior||Fernando Luiz Aguiar Filho|
|Eduarda Penido Dalla Vecchia||Henrique Sutton de Sousa Neves|
|New Business||Human Resources|
|Flávio Mendes Aidar||Paulo Roberto Reckziegel Guedes|
|Ana Dolores Moura Carneiro Novaes||Ana Maria Marcondes Penido Sant‘Anna|
|Paulo Roberto Reckziegel Guedes||Luiz Carlos Cavalcanti Dutra Júnior|
|Henrique Sutton de Sousa Neves||Eduarda Penido Dalla Vecchia|