Odebrecht Group

Transformation Journey

Index

MARCH
2016

Commitment to Brazil

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. 

  • Click here and read the full statement Commitment to Brazil

 

APRIL
2016

Governance Policy

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: 

  • At least 20% of the members of the Boards of Directors (but not less than two) must be considered Independent;
  • Creation of a Permanent Compliance Committee, at the Odebrecht S.A.'s Board of Directors, and at the Businesses;
  • Direct linkage of Compliance Officers to Compliance Committees.

JULY
2016

Our Commitment

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.

  • Click here and read the 10 Principles of "Our Commitment"

 

OCTOBER
2016

Global Advisory Council

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 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.  

  • Click here and learn more about the Global Advisory Council

 

NOVEMBER
2016

APPROVAL OF OUR POLICY ON COMPLIANCE IN ACTING ETHICALLY WITH 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.

  • Click here and read our Policy on Compliance in Acting Ethically with Integrity and Transparency 

 

DECEMBER
2016

OUR APOLOGIES AND LENIENCY AGREEMENT

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.  

 

FEBRUARY
2017

INDEPENDENT MONITORING

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. 

  • Click here and read the full statement about the agreement

 

OCTOBER
2017

EXTERNAL CONTEXT DIRECTION

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.

DECEMBER
11th 2017

ADVANCE AND CONSOLIDATION OF THE POLICY ON GOVERNANCE

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.

 

DECEMBER
15th 2017

ADVANCE AND CONSOLIDATION OF THE POLICY ON GOVERNANCE - II

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."

 

MAY
25th 2018

AGREEMENT WITH BANKS

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.

 

JUNE
15th 2018

NEGOTIATIONS BETWEEN ODEBRECHT AND LYONDELLBASELL

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.

 

JUNE
29th 2018

RENEWAL OF THE BOARD OF DIRECTORS

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.

 

JULY
6th 2018

PUBLIC ANNOUNCEMENT BY PETROBRAS

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.

 

JULY
29th 2018

Business Movement for Integrity and Transparency

Odebrecht S.A., Atvos, Braskem, Ocyan, Odebrecht Engineering & Construction and OR have signed the "Letter of Commitment to the Business Movement for Integrity and Transparency," an initiative led by the Ethos Institute in partnership with the UN Global Compact and Transparency International.

The goal of the movement, which includes 35 other companies in Brazil, is to engage business leaders in the integrity agenda, with a special focus on improving public-private relations and strengthening measures to prevent and combat corruption in Brazil.

Construction of this movement, in which we have been participating since 2017, was bolstered by contributions from members of the Global Advisory Council of Odebrecht in October that year.

 

JULY
31th 2018

LENIENCY AGREEMENT WITH THE CGU AND AGU

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.

 

SEPTEMBER 2018

STRATEGIC DIRECTION 2019/2021

For the second consecutive year, members of the Global Advisory Council (GAC) attended a series of seminars and meetings with Odebrecht leaders in Sao Paulo, Brazil. The main theme of the meetings was the improvement of the Strategic Direction 2019/2021 of Odebrecht S.A. and the Group. The events took place between September 20 and 24, with the participation of the Board of Directors of Odebrecht S.A., as as as the Chief Executive Officer and his team. The seminars also gathered more than 50 directors and leaders of the companies controlled by Odebrecht S.A.

 

2016-2018:
OTHER INITIATIVES

A few examples, among many initiatives:

  • Compliance in Acting Ethically with Integrity and Transparency as an integral part of all the Leaders Action Programs throughout the Group’s Companies
  • Leaders Workshops on “Leading with Ethics, Integrity and Transparency”
  • E-learning plataform for Acting with Ethics, Integrity and Transparency
  • Ethics Hotline: significant improvements including independent external operation
  • Development and implementation of Internal Audit plans 
  • Development and implementation of Due Diligence of Members and Vendors
  • Assessments of IT and financial processes
  • KPI to monitor the maturity of the compliance system and its effective implementation