Corporate Governance: Codes, Indexes and Compliance
Updated 07/09/2021 at 06:17 pm
Corporate Governance is the system by which companies are directed, monitored and encouraged. It is an organization management concept that addresses matters related to the power of control and management of a company, as well as the ways and spheres of its practice, and to the sundry interests of an entrepreneurial nature, involving relationships between stockholders, Board of Directors, Executive Board, Auditors and Fiscal Council.
Banco do Brasil is among the largest financial institutions in Latin America, being a benchmark in confidence and solidity, and occupying a prominent position in its business segments. We are one of the main agents of the country’s economic and social development, and as such, we take into account the significant role that we play in the financial system and the economy as a whole.
We commit ourselves to the transparency and fairness of our actions, making available to the market all the information we consider important to generate value for the organization and for our stakeholders, in an objective, clear, reliable and timely manner, thus conferring equal rights for our shareholders. We also consider all information subject to disclosure, except those of restricted nature, which might put at risk the activity, strategy, and institutional image, or that might be protected by law.
We account for our actions in a clear, concise, understandable and timely manner, taking full responsibility for the consequences of our acts and omissions while acting diligently and responsibly within our roles. Thus, we seek to ensure the economic viability of the organization, reducing the risks associated to the Bank’s operations, while considering, for our business model, the several types of capital (Financial, Human, Intellectual, Manufactured, Natural, Social and Relationship).
The excellence of our governance practices is verified by BB’s adhesion to Novo Mercado from B3 – Brasil, Bolsa, Balcão (since 2006), a segment that gathers companies with a high standard of corporate governance. We are the only listed bank in this segment.
Banco do Brasil is also certified on the State-Owned Enterprises Governance Program, developed by B3, which highlights another recognition from the market to the constant improvement of the Bank’s corporate governance practices. By adopting best practices of corporate governance, Banco do Brasil demonstrates that its management is committed to the basic principles of Transparency, Accountability, Equity and Social and Environmental Responsibility, supported by the use of monitoring tools that align management behavior with the interests of shareholders, customers and society.
The Code of Corporate Governance is a document that consolidates the practices and principles adopted by the Bank relating to aspects such as control and management, including how they are exercised, as well as corporate interests involving relationships between Shareholders, Board of Directors, Management, Audit and the Fiscal Council.
The document reflects the work carried out by BB over the past years, which resulted in important recognitions for the Bank, such as the recent certification as Reference in State Governance, awarded by B3 (Brasil, Bolsa, Balcão) and the Level I Governance Seal from the Coordinating Department of Governance for State-Owned Companies (Secretaria de Coordenação e Governança das Empresas Estatais – SEST), confirming BB’s compliance with the requirements established by the Law for State-Owned Companies.
The Corporate Governance Code is aimed at emphasizing to all stakeholders, especially investors, all the practices in which our management is committed to, in terms of Transparency, Accountability, Equity and Social & Environmental Responsibility principles that guide the Bank’s management.
|Code of Corporate Governance|
The Report on the Brazilian Code of Corporate Governance became a requirement by the Brazilian Securities and Exchange Commission (CVM), in 2018, for publicly traded companies. It is based on the Code of Best Corporate Governance issued by IBGC (Brazilian Corporate Governance Institute), which is guided by the principles of Transparency, Equity, Accountability and Corporate Responsibility.
The Code’s structure uses the Apply or Explain model, which is internationally recognized as the most suitable model for governance codes. This model recognizes that governance practices should not be summarized as a rigid, standard model applied to companies in the same way, but rather it should provide companies with the freedom to adopt practices that are appropriate for their individual realities.
Although it is not required to, the Bank adopts practically all the principles and practices recommended by the Code, except for items which cannot be applied due to BB’s legal identity (mixed-ownership company) or regulations it is subject to. For these situations, all necessary explanations are provided in the Report.
|Report about the Brazilian Code of Corporate Governance|
The Governance Indicator IG-SEST is an ongoing monitoring instrument developed by the Coordinating Department of Governance for State-Owned Companies, the Ministry of Economy, aimed at assessing compliance with Law 13.303/2016, regulated by Decree 8.945/2016, and guidelines established in Resolutions issued by the Inter-ministerial Commission for Corporate Governance and Management of State Shares (Comissão Interministerial de Governança Corporativa e de Administração de Participações Societárias da União – CGPAR), which seeks to implement the best market practices and the highest standards of corporate governance practices in state-owned companies.
During the first and second assessment cycles, which were released in November 2017 and May 2018, SEST, acting in the coordination and governance efforts of state-owned companies through IG-SEST, strived to promote and support initiatives of federal state-owned companies aimed at proactively complying with legal requirements.
While the first two cycles assessed the compliance of state-owned companies with Law 13.303/2016 and Decree 8.945/2016, the third and fourth cycles gave priority to assessing the effectiveness of the governance structure implemented in state-owned companies based on the guidelines and requirements established by these regulations, CGPAR Resolutions and the best corporate governance practices adopted by the market.
|Governance Index – SEST*|
The Federal Court of Accounts (TCU) conducts constant surveys to better understand the situation of governance in the public sector and encourage public organizations to adopt good management practices.
As of 2017, TCU started to bring together, in a single study, themes that in previous years were analyzed separately – information technology, people, hiring and public governance. In this context, the Integrated Governance and Management Index (IGG) emerged, which constitutes the broadest diagnosis of public governance in the country, covering state-owned companies, mixed-capital companies, autarchies, ministries, courts, foundations, among others, in a total of nearly 500 agencies and entities of the Federal Public Administration. The IGG is made up of the dimensions: public governance; governance and people management; IT governance and management; and governance and contracting management.
Based on the result disclosed by TCU, Banco do Brasil obtained the best score in the indicator (IGG), in 2017 with 91%. In 2018 the Bank’s score increased to 94%.
Complete survey data – Detailed Technical Report; Judgment; Full data (in spreadsheet) and links to individual respondent reports are available at:
Banco do Brasil’s Compliance Program, approved by the Board of Directors, is composed by nine guidelines, integrated and complementary, based on international principles and standards. The Program relies on pillars that aim to prevent, detect and correct inappropriate practices in the institution’s operational and business activities.
The culture of internal controls and compliance, ethical principles and good practices of corporate governance are the basis for sustaining these pillars. The program’s objectives are efficiency and value generation, resulting from actions such as: reducing costs on sanctions, minimizing risks for managers, safeguarding the company’s image and reputation, and improving organizational processes.
Here are the Presetation of the Integration Program to Members of the Board of Directors of Banco do Brasil.
|Integration Program to Members of the Board of Directors|