Enel Brasil’s operations abide by the tenets of Enel Group. These tenets are based on a commitment to transparency and fairness in the company’s relationship with shareholders. The company follows best practices recommended by the Brazilian Institute of Corporate Governance (IBGC) and the provisions of the Sarbanes-Oxley Act. The company also follows the recommendations of the Committee of Sponsoring Organizations (Coso). Distributors Enel Distribuição Rio and Enel Distribuição Ceará, which are listed on the São Paulo Stock Exchange (BM&FBovespa), are also subject to the rules of the Brazilian Securities Commission (CVM).
The group’s governance structure in Brazil includes the General Meeting, Board of Directors and Executive Board, as well as a special Supervisory Board. With a foundation in strategic planning, these agencies evaluate business performance from economic, financial, social, and environmental perspectives so as to achieve gains in efficiency and business sustainability.
The annual General Meeting is a means for shareholders to decide on the company’s affairs and evaluate financial statements, the Management Report, the proposed allocation of net income and dividend payments from the previous year, and to elect members to the Board of Directors and the Supervisory Board as needed. Convened by the Chairman of the Board of Directors, the shareholders or the Supervisory Board, this meeting is held once a year and whenever required as per the company’s best interests.
Board of Directors
The Board of Directors (BOD) is responsible for laying out general policies and strategies. Its role also includes electing the members of the company’s Board and overseeing how they perform in their duties. The Board is also required to monitor the company’s performance and ensure compliance with business ethics and sustainable development principles in order to create value for all stakeholders.
Special monitoring is carried out when it comes to environmental and social concerns, which are reviewed annually during the approval of the Sustainability Report. This information is frequently shared with employees through the internal communications channel (Linha Direta). Furthermore, opportunities for achieving desired results at the national and/or international level are reviewed monthly during Board meetings. Also reviewed during these meetings are the risks associated with such opportunities, and risks inherent to the company’s and its subsidiaries’ business.
In addition to qualifications for defining the company’s strategies, the members of the Board are expected to have extensive knowledge of the energy sector and Enel Brasil. Thus shareholders review candidates’ CVs and qualifications before Board elections are held.
In the case of a conflict of interest, it is up to the Board to ensure that rules, regulations and agreements are strictly monitored and abided by, and that the values of ethics and integrity adopted by the company are upheld. In addition, according to the company’s Bylaws and the Law of Corporations, directors are not allowed to be involved in any corporate transaction in which there are interests that conflict with those of the company or to vote on the approval of the accounts for the fiscal year in which they were in office as Board members.
The Executive Board is responsible for managing and overseeing Enel Brasil’s operations. The members of the Board are elected by the Board of Directors for two-year terms and are eligible to be voted into a new term. Meetings are held on an as-needed basis, and may be chaired by the CEO or another officer appointed by him or her.
The Supervisory Board is responsible for overseeing management’s activities, reviewing the company’s financial statements, issuing an opinion on the annual management report and reporting its findings to shareholders. It may be comprised of three to five full members and also three to five alternates, whether these individuals are shareholders or not. Pursuant to the Law of Corporations, it is a corporate body that is separate from the management and external auditors. The Bylaws of Enel Brasil provide for a special Supervisory Board, which may be set up in any fiscal year upon the request of shareholders.