Governance

Corporate Governance


The Cornélio Brennand Group adopted best governance practices more than a decade ago, with an initial focus on family governance and, later, on corporate governance. The Group's current governance structure is composed of a Family Council, Board of Directors, Advisory Committees and a Family Shareholder Council.



Family Council

Based on best family governance practices, a control system was implemented which separates family and business issues of the Group, through the creation of the Family Council. This council is regulated by various policies and the Constitution of the Cornélio Brennand Family, a document which sets forth the family's values and beliefs and seeks to align all its members with the philosophy in relation to the family and business.

The objective of the Cornélio Brennand Family Council is to constantly promote, develop and safeguard the family's cohesiveness and well-being, by observing and fomenting its values, principles and vision. The Family Council is responsible to manage all the human assets of the Cornélio Brennand Family, with a particular focus on the next generations – seeking to prepare them to be increasingly contributive shareholders, regardless of their personal and professional choices.

The Family Council is composed of seven members from the Cornélio Brennand Family, with representatives from all family branches – including third and fourth generation members, with a mandate of two years.

Board of Directors

Constantly in sync with best management practices, the implementation of the corporate governance process in the Group initially focused on professionalizing the Group's senior management, by having only shareholders on the different boards of directors.
As the governance model evolved, new mechanisms were adopted to enhance the relationship between the Board of Directors and the businesses, to make the decision-making process even more transparent, agile and, above all, efficient. The Group currently has a board of directors for each business unit, comprised of shareholders and independent members.

It is also a member of the main governance forums, such as the IBGC (Brazilian Institute of Corporate Governance).

Advisory Committees of the Board of Directors

The Board of Directors has three advisory committees formed by board members and outside experts:

Audit and Risks Committee
Financial Committee
Governance and People Committee

With pre-established agendas, the committees are not decision-making bodies and report periodically to the Group's Board of Directors.

Family Shareholders Council

The mission of the Family Shareholders Council is to protect and increase the value of the assets of the Group's shareholders, as well as maintain a balance between short- and long-term visions and harmony among all stakeholders. The body has periodic meetings and is represented by all the branches of the Cornélio Brennand family.