Corporate Governance Directives
CCR’s Board of Directors governance model may be characterized by three main dimensions: attributions, composition and dynamics.
The roles of each – both individually and collectively – are outlined in the Company’s Corporate Governance Manual. All decisions are collective, and there is always a balance among the parties proposing, analyzing and approving the matters at hand.
An example of this dynamic is the Company’s key-post election and dismissal system. The party that proposes a person is neither the one which confirms it nor the one which approves that individual. This format allows the entire Board of Executive Directors and the members of the Board of Directors to be in full harmony regarding the decisions taken.
| Suggestion | Confirmation | Approval | |
|---|---|---|---|
| CEO | – | – | BD |
| CCR‘s Directors | CEO | – | BD |
| CEO of subsidiaries(1) | EVP | CEO | BD |
| Officers os subsidiaries | Chairpersons of subsidiaries | EVP | CEO |
(1) Among the approved officers, the BD chooses one Executive Vice President (EVP)
The same process is repeated regarding the Remuneration Policy. The Board of Directors defines the CEO remuneration. The CEO suggests the CCR and its subsidiaries‘ remuneration policy, which is approved by the Board of Directors.
The Company’s Board of Directors is currently composed of 11 members and the Board of Executive Officers is composed of 7 members.
According to the Company’s bylaws, the Board of Directors must consist of, at least, eight members and, at most, fifteen members. The members of the Board of Directors are usually elected by the shareholders assembled at an annual meeting for a term of two years, and they can be reelected.
Shareholders representing at least 5% of the Company’s voting capital may request the adoption of the multiple vote process, granting to each share the amount of votes as there are members of the Board of Directors. Shareholders have the right to cast all of their votes for a single candidate or to distribute them among several candidates. To see the bios of the board members, click here.
The Board of Executive Directors is the Company‘s managing executive and representative body. The members of the Board of Executive Directors are elected for terms of two years and may be reelected. To see the bios of the executive directors, click here.
