Corporate governance

Governance and transparency

In 2016, Odebrecht S.A. made significant progress in the Governance System. Progress has been made on three fronts – structure, governance and compliance – and comprised the following key initiatives:

Engineer Diego Bellini, in Parque da Cidade, Odebrecht Real Estate Developments project in São Paulo

20%

of independent advisors

OPTIMIZATION PROJECT – Its purpose was to review the role of the holding company Odebrecht S.A., in order to establish a new management and relationship model with the companies that make up the Business portfolio.

NEW MANAGEMENT STRUCTURE – An organizational restructuring was defined in which the 14 Business areas existing at the end of 2015 would be reduced to ten. Some companies and assets were also sold, which included those of Odebrecht Ambiental in Brazil. In addition, two of the five auxiliary companies were maintained: Odebrecht Insurance Broker and Odebrecht Retirement Fund.

NEW LEADERS – Six new Business Leaders (LNs) took over the companies Braskem, Odebrecht Engineering and Construction - Infrastructure, Odebrecht Real Estate Developments, Odebrecht Latinvest, and Odebrecht TransPort. At Foz, which maintained Odebrecht Ambiental’s assets outside Brazil, the LN will be nominated in 2017.

ODEBRECHT S.A. BOARD OF DIRECTORS - It was formed in 2016 by nine members, including three independent directors and one executive officer (the CEO of Odebrecht S.A.). The Board elects the Chief Executive Officer (CEO) of Odebrecht S.A., who then chooses its Board, composed of five Heads of Functional Support (RAF) in the areas of Finance, Legal and Governance, Planning & People, Investments, and Communication and Sustainability, as well as two special advisors.

PRESIDENCY OF THE BOARDS OF DIRECTORS – It was strengthened as the main business decision-making body. The chairmanship of the Boards is no longer the prerogative of the CEO of the holding company, this function now being also exercised by three other executives defined by the Chief Executive Officer. In this governance model, the Board of Directors of each Business strategically directs the business performance, while the Business Leader (LN) performs the executive functions.

INDEPENDENT BOARD DIRECTORS – In 2016, the participation of at least 20% of independent advisors, not less than two advisors, was defined in all boards of directors of the Odebrecht Group.

GLOBAL ADVISORY COUNCIL – Conceived in 2016, the Global Advisory Council begins to formally act in 2017, with the mission of evaluating trends and orienting Odebrecht S.A. in adopting differentiated Governance systems and best practices for conducting its Businesses.

 

Role of the Holding

Odebrecht S.A. has had its role as a holding company redefined in order to ensure a structure that creates value and reflects the Group’s culture and governance while maintaining the independence and sustainability of each Business.

 

Strategic Architect


Odebrecht S.A. is a holding company that acts as strategic architect and directs the Businesses, through Governance and policies, to meet the expectations of the interested parties. It has the responsibility to align, around the organizational culture, the elements (strategy, macrostructure and personnel) that will enable the Group to achieve the desired objectives.