In yet another initiative to disseminate throughout the Odebrecht Group the corporate governance practices adopted at the world’s best and most respected companies, Odebrecht Engineering & Construction has confirmed the appointment of its first independent director, João Pinheiro Nogueira Batista (60), an economist with experience in senior executive positions in the financial and industrial industries in the public and private sectors in both Brazil and abroad.
With a B.S. in Economics from PUC-Rio and a graduate degree in Engineering Economics from Universidade Gama Filho (RJ), Mr. Batista is as a director on the board of Swiss Re Corporate Solutions Brasil Seguros S.A., a company where he served as CEO until last month. He also serves on the board of directors of Canopus Holding S.A., of Cerradinho Bioenergia S.A. and of Springs Global Participações S.A.
Previously he served as chairman of the Mergers & Acquisition Committee (2013-2014), as CEO of Suzano Petroquímica (September 2006 to November 2007), as Vice-CEO of Suzano Holding (2003-2007), as CFO of Petrobras (2001-2002) and as Executive Officer at Dresdner Bank Brasil (1989-2001). He also served as President of the Brazilian Investor Relations Institute (IBRI) and as Vice-Chairman of the Board of the Brazilian Corporate Governance Institute (IBGC).
The Odebrecht Group’s new governance model establishes that the Board of Directors of each of its companies be formed by at least 20% independent directors (with a minimum of two). Independent directors must be professionals who, by drawing on their proven experience and decision-making capacity, as is the case of Mr. Batista, contribute to the company’s development and transparent business activities. In 2015, there were six independent directors in the entire Odebrecht Group. Today there are 14. The Group’s goal is to close this year with 23 independent directors.
Since July 2016, the Group has been strengthening the procedures of its Compliance and Governance System. In addition to ensuring the participation of independent directors at all its companies, it created, at the holding company Odebrecht S.A. and at its leading companies, Compliance Committees formed by members of the respective Board of Directors.
Today, the Odebrecht Group has nine Chief Compliance Officers who report not to the Executive Board, but rather to the Compliance Committees, as recommended by the best practice of corporate governance. The Compliance teams already boast more than 50 dedicated professionals, who train and guide Team Members and Suppliers, while working to prevent, detect and correct any irregularities. All these measures are part of the Odebrecht Group’s commitment to work guided by the principles of ethics, integrity and transparency, without any exceptions or deviations.