Corsan’s Governance Structure is the system of principles and guidelines that are the groundwork for the Company’s activities, encompassing essential principles of Corporate Governance: transparency, fairness, accountability and corporate responsibility.
These principles are propagated by Corsan by disseminating the company’s corporate governance culture; ensuring compliance with rules and regulations, aiming at adherence to institutional policies; aligning the structure of internal controls to risks and ensuring that decisions taken at the various levels of the Company are fulfilled and aligned with its strategic objectives.
Governance
In 2020, the corporate governance principles and practices were adopted and improved by Corsan, factors that contributed to publicize and strengthen management transparency. The normative framework was updated, through the review and creation of institutional policies and codes.
In order to strengthen the governance processes, Corporate Governance Department (SGC) was created to provide advice and support to senior management and other institutional bodies of the Company. Furthermore, the Superintendence of Corporate Governance, Risk Management and Compliance was strengthened, with the objective of conducting a complete review of corporate policies and mechanisms aimed at these topics. Executive Risk Committee – CER was also created, being responsible for implementing, executing and monitoring action plans to mitigate the main corporate risks.
Conformity, Integrity and Risk Management
Ethics and transparency are part of Corsan’s corporate values. Thus, the priority is to always act guided by the triad: ethics, integrity and transparency. In 2020, Corsan Íntegra was launched, the Company’s integrity program, which covers a set of internal mechanisms and procedures used to prevent, detect and fight corruption and fraud, in accordance with: Federal Law No. 12,846/2013, State Law No. 15.228/2019 and State Decree No. 55.631/2020.
Corsan Íntegra aims to guide company employees to act to ensure compliance with laws, regulations and organizational instruments, preserving assets, image, integrity and other ethical values of the Company. The main instruments that make up the program are:
Code of Ethics and Conduct: revised in 2020, the Code of Ethics and Conduct is based on Corsan’s corporate values and seeks to contemplate the Company’s specificities, presenting principles, ethical values and commitments to be observed by shareholders, administrators, employees (apprentices, interns, employees, directors and committee members) and business partners.
Integrity Policies:
> Integrity and Compliance Policy
> Anti-Corruption Policy
> Third Party Hiring Policy
> Money Laundering Prevention Policy
> Harassment Prevention Policy
> Giveaways and Gifts Policy
> Sponsorship Policy
Denouncement/Whistleblowing Channel: used by internal and external audiences to report possible irregularities and misconducts that may violate Corsan Íntegra.
Integrity Diligence: the establishment of relationships with third parties must be preceded by diligences suited to the profile of Corsan’s different stakeholders. In this way, it is possible to previously evaluate entities surveyed with society, making sure that there are no situations that impede the relationship to occur.
Penalties: disciplinary infractions committed by employees may lead to sanctions, notably those provided for in Corsan’s Disciplinary Regulation, in addition to the applicable legal ones.
Corsan is continuously enhancing Corporate Governance, improving its risk management mechanisms and stakeholder involvement in integrity actions in line with the business strategy. At the end of 2020, the company took part in the Ethos Institute’s Business Pact for Integrity and Against Corruption, a requirement for obtaining the Clean Company seal. This seal is linked to the Pro-Ethics Program, of the Comptroller General of Brazil (CGU), which praises companies committed to integrity.
Risk management: Corsan’s corporate risk matrix, annually revised by the company’s Board of Directors, was updated in 2020: the nomenclatures of some risks were readjusted and the probability and impact of all itens was reassessed. The Policy and Manual for Risk Management and Internal Controls was also updated, based on the ABNT NBR and ISO 31000:2018 standard, best corporate governance practices.
Also in 2020, the Executive Risk Committee (CER) was created, a multidisciplinary team whose purpose is to support senior management and the risk management area in carrying out actions to map, treat and monitor corporate risks, analysis and monitoring of internal controls, with the objective of mitigating existing risks, especially those with greater probability and impact. The committee also works to promote the dissemination of the risk management culture in all of the Company’s strategic areas.