The public announcement "Commitment to Brazil" issued on March 22 by Emílio Odebrecht, Chairman of the Odebrecht S.A.'s Board, stated that Odebrecht had taken the decision to collaborate on a permanent basis with the investigations under Operation Car Wash. The public announcement also called for rigorous and transparent practices in our relationships with the public sphere, among other directives.
In early April, the Board of Directors at the Holding, through a significant change in the Governance Policy and thereafter promoting the same improvements in the related Policies in each one of the Businesses, determined:
The kickoff of a "commitment of all and each one of the members of the Odebrecht Group companies", genuinely, as a conviction happened in a seminar with approximately 170 members of the Holding and all the Businesses, also proposed and coordinated by the Odebrecht S.A.'s Board Compliance Committee, when the "Our Commitment To Acting Ethically, With Integrity And Transparency" was achieved and expressed in 10 Principles.
The Global Advisory Council was created to support the governance, strategic direction and development of the group’s companies in a comprehensive spectrum of areas such as purpose, corporate citizenship and sustainability. Linked to the Odebrecht S.A.'s Board of Directors, the Global Advisory Council includes thought leaders from Brazil and various other countries with experience in business, civil society organizations, academia and multilateral and governmental institutions. The creation of the Global Advisory Council is part of Odebrecht’s transformation that began with its decision, in March 2016, to collaborate fully with authorities and with the public commitment it undertook to act always with ethics, integrity and transparency.
The next major portion of the transformation journey happened in the second semester 2016 through intense communication person to person, throughout the Group, and also intensively in the internal media network, while a widespread dialogue was initiated to develop and agree upon the Policy on Compliance in Acting Ethically with Integrity and Transparency.
This process, launched and orchestrated by the Compliance Committee, immediately approved and embraced by the full Odebrecht S.A.’s Board, the CEO and his team and throughout the whole Group was the major educational effort in 2016, and simultaneously established the Compliance Governance in all of the companies of the Group, approved at the Holding Board in November 2016, and in sequence at all the Business Companies, with specific adaptation to their features.
Odebrecht S.A. announced in December/16 the execution of an agreement with the Brazilian Federal Prosecution Office, the U.S. Department of Justice and the Swiss Office of the Attorney General to resolve the investigation into the group’s involvement in wrongdoings to benefit companies in its economic group.
Under the agreement, the group’s holding company agreed to reveal wrongdoings unveiled by the internal investigation conducted in Brazil and abroad involving various instances of power, and to plead guilty to violating applicable Brazilian and Swiss laws and, more specifically, the U.S. Foreign Corrupt Practices Act (FCPA). As Odebrecht has previously acknowledged, it deeply regrets its role in the conduct giving rise to this resolution and apologizes for violating its own principles of honesty and ethics.
By the terms of the agreement with the Brazilian Federal Prosecution Office and the U.S. Department of Justice, Odebrecht agreed to engage an external and independent compliance monitor for a period up to three years, during which it will continue to enhance its compliance system, in accordance with the terms of the agreement, and to expand the extensive remedial steps that authorities acknowledge the group already has taken.
The Global Advisory Council, created by the Odebrecht S.A.’s Board of Directors to support the governance, strategic direction and development of the group’s companies, met for the first time in October in São Paulo, Brazil. The agenda included working meetings with the Board of Directors of Odebrecht S.A., the holding company of the Odebrecht Group, and a seminar in which 180 of the group’s business leaders from around the globe participated, aiming at the strategic direction for 2018 and the following years. . The main topics discussed in the seminar were the role of companies in society, the factors for long-term success and how to compete in challenging environments while upholding integrity, high ethical standards, and transparency.
The chairman of the Board of Directores of Odebrecht S.A., Emílio Odebrecht, announced a series of decisions by the controlling shareholder that reinforce "the new business model that has already transformed Odebrecht."
The significant transformation undergone by our entrepreneurial Group is consolidated in the new Policy on Corporate Governance of Odebrecht S.A. Drafted after eighteen months of research and discussions, it provides guidelines based on the most advanced benchmarks for corporate governance, such as the makeup of the Board of Directors.
Among other guidelines, effective immediately, the office of chief executive officer of Odebrecht S.A. no longer will be held by a member of the Odebrecht family, may not be held by someone over age 65 and will be chosen by the chairman of the board from among the officers of the holding company.
Changes in the Board of Directors of Odebrecht
Emílio Odebrecht announces that he will resign as Chairman of the Board of Directors of Odebrecht S.A. in April 2018, at the closure of the Annual Meeting of the Group, in the presence of 200 Businesses Leaders, Holding and Foundation, and Members of the Board and Shareholders Representatives.
Both his gesture and the new criteria for selecting the CEO represent the desire of the controlling shareholder to segregate the Odebrecht family from the executive leadership of Odebrecht S.A., the holding company of the group.
Emílio did not name his successor, but said he will work together with him on renovating the board of directors, which should be concluded by April, in order to adapt it "to the demands and challenges of the new phase in the life of Odebrecht."
Odebrecht S.A., the holding company of the Odebrecht Group, concluded a financial agreement with five Brazilian banks that raised R$ 2.6 billion in new funds while rolling over shorter-dated liabilities at lower interest rates. The conclusion of the negotiations also leaves Odebrecht in a more comfortable position to honor its financial commitments, including those arising from the agreements signed with the authorities in connection with its Leniency Agreement, and to continue on its path of transformation and growth.
Odebrecht S.A., the controlling shareholder of Braskem, a leading plastics producers in the Americas, and LyondellBasell, one of the world’s largest plastics, chemicals and refining companies, announced on June 15, in a joint notice, that the companies had commenced exclusive negotiations for a potential transaction between LyondellBasell and Braskem.
Odebrecht, in one of the most comprehensive and profound changes of its transformation process, announced the renewal of practically its entire Board of Directors, with a majority of independent members hired from the market and a more diverse composition. The election of the new Board is part of the advances and the consolidation of the Governance Policy of Odebrecht S.A. announced in December 2017, which introduced a clear separation between the role of shareholders and of the management structure of the company.
Petrobras made a public announcement confirming the ongoing understandings aiming to revoke the temporary injunction of the companies of the Group, in force since 12/29/2014. For Odebrecht, this agreement is a recognition of the results obtained in the last two years since the adoption of a robust system to prevent, detect and combat corruption. Moreover, it is a confirmation that Odebrecht is on the right track towards a new cycle of growth.
Odebrecht S.A. signed a leniency agreement with the Ministry of Transparency, the Comptroller General’s Office (CGU) and the Attorney General’s Office (AGU) to the value of BRL 2.7 billion (approximately US$ 700 million). This agreement legally strengthens the Odebrecht leniency enabling the company to sign contracts with the federal administration in Brazil and, among other benefits, contributes to the recovery of the Brazilian infrastructure market, with renewed practices and gains for society as a whole. The terms clearly define the payments that will be made to public entities and the amount is included in the R$ 3.8 billion agreed, in December 2016, in the leniency agreement with the Federal Public Ministry and authorities of the United States and Switzerland.
A few examples, among many initiatives: