São Paulo, December 11 – The chairman of the board of Odebrecht S.A., Emílio Odebrecht, announced in a notice to the company’s 75,000 employees a series of decisions taken by the controlling shareholder to strengthen the governance and compliance model and to clearly define the operational scopes of the shareholders, directors and leaders of the Group’s companies.
Effective immediately, the position of chief executive officer of the holding company no longer will be exercised by a member of the Odebrecht family. The chief executive officer will be selected by the chairman of the Board of Directors (BoD) from among the executive officers of Odebrecht S.A. and may not be older than 65.
“This decision represents the controlling shareholder’s wish to separate the Odebrecht family from the executive leadership of Odebrecht S.A., the Group’s holding company, and makes clear that the shareholders meeting is the forum through which the controlling shareholder may act, interact and take decisions,” Emilio explained in the notice. Accordingly, the family will be represented at Odebrecht S.A. by the chairman of the BoD.
The controlling shareholder also determined that Odebrecht S.A. must strive to ensure that the businesses in its portfolio attract partners and have stock traded on the exchange.
The significant transformation carried out by the Odebrecht Group is consolidated in its new Policy on Governance. Defined after one year and a half of research and discussion, and based on the most advanced references of corporate governance, it provides clear guidelines on, for example, plurality in the composition of the Board of Directors. As per the new Policy, the choice of directors “must value diversity of knowledge, experience and cultural aspects, as well as nationality, age group and gender.”
Age limit – The directors will act guided by independence, transparency and objectivity, deciding always on the best interests of the Group and, thereby, serving the interests of shareholders. Members of the BoD must be 75 years or younger and have a term of office of two years, with reelection limited to four consecutive terms.
The decisions confirm and reinforce the new model of the company into which Odebrecht already has transformed. The holding company will play a strategic role as investor and advisor and be responsible for maintaining group’s cultural identity, without directly interfering in the management of the Business Units. Odebrecht S.A. will participate in the companies through the BoDs of each of them. As such, the Business Units adopt their own governance standards with equal rigor and quality. The Business Leaders are now the highest-ranking executives at each company and their BoDs represent the highest decision-making body.
“The entire evolution process, accompanied by the public commitment to act ethically with integrity and transparency, represents an Odebrecht that already is a reality and which we wish to perpetuate into the future,” said Emilio in his message to team members.
About the Odebrecht Group
Founded in 1944, Odebrecht is a Brazilian company with a global footprint, with operations in 25 countries. Its nine Business Units operate in the petrochemical, engineering & construction, infrastructure, agroindustrial, oil & gas, transport, real estate and shipbuilding industries. Each Business is financially and operationally self-sufficient and has its own governance structure, which is reinforced by an effective Compliance system and by the commitment of all Team Members to act ethically with integrity and transparency. The Odebrecht Group has around 75,000 professionals of various nationalities and exports products and services to approximately 100 countries. In 2016, it reported gross revenue of R$89.8 billion.