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Corporate Governance

Corporate Governance

TBG’s activities are guided by the best practices on Corporate Governance, aiming to preserve the Company value, respecting the principles of transparency, equity, accountability and corporate responsibility.
 
The Corporate Governance structure highlights the integrated and coordinated performance of decision-making and executive boards in compliance with the Law of Joint-stock Companies (S.A.) (Law 6404/76) and TBG’s by-laws.
 
TBG continuously pursuits improving its governance practices aims to add value to the Company and enhance the corporate reputation, always guided by reliability, responsibility, transparency and ethics.

Structure

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The Shareholder General Assembly is the Company´s governing authority, in exclusively deliberative character.
 
The Board of Directors is the top TBG guidance and direction board. It is formed by eight sitting counselors and their substitutes. One of the members is elected by the employees in compliance with Federal Law Nº 12353/10. The term is one year but reelection is permitted. 
 
The Statutory Audit Board is an independent body responsible for preserving and defending the interests of the Company. It controls and audits administrative and budgetary, financial and patrimonial management acts. It is composed of three members and their substitutes. 
 
The Executive Board is composed of the Chief Executive Officer, Chief Commercial Officer, Chief Financial Officer and the Chief Operations Officer. It is responsible for managing and operating the Company’s business in compliance with the 2020 Strategic Plan approved by the Board of Directors. In decision-making processes, the Executive Board is supported on relevant organizational issues by Corporate Committees, besides an Ethics Committee established to analyze and address issues of such complexion.
 
The Internal Audit (AUDIN) Rules of Procedure have been approved by the Board of Directors and has an advising function both the Board and directors so as to ensure appropriate levels of internal control checking, respecting definitions of the Internal Audit Annual Work Plan (IAAWP). It is noteworthy that the results of the internal audits are submitted to the Board of Directors approval and are monitored by Statutory Audit Board and directors, subject to verification by the Union General Controller (CGU) and the Federal Accounts Court (TGU), bodies controlled by the Government.
 
TBG also counts on an independent external audit for reviewing the Company’s accounting statements by the end of each fiscal year. These statements are approved by the Annual General Meeting (AGM). The company contracted as external audit is changed every five years in order to ensure isonomy, independence and transparency into the audit process.