The only company in Queiroz Galvão Group listed on the stock exchange, QGEP has adopted a corporate governance policy aimed at balancing the interests and the expectations of all of our stakeholders, including our shareholders. QGEP has adopted best practices In governance and follows the principles of transparency, equality, accountability and corporate responsibility in all decision making processes.
The Company is managed using a clearly defined structure, through bodies with transparently defined attributes. This structure is comprised of the Board of Directors and the Executive Board. The Code of Ethical Conduct and the Articles of Incorporation support the action of these bodies and guide the manner in which QGEP develops its activities, focused on generating value for shareholders, respecting human rights and preserving environmental resources. The Company is listed on the BM&FBovespa Novo Mercado, a segment for companies that follow the strictest governance practices.
All Company shareholders therefore have voting rights at the Shareholders’ Meetings and joint share sale rights (tag along) in the case of disposal of shareholder control. Other Novo Mercado rules include non-accumulation of shares by the CEO and chairman of the Board of Directors and that at least 20% of the Board of Directors must be comprised of independent members.
QGEP management is supported by specific policies, which the Company has used to build its relations with its various stakeholders: GRI G4-45
| QGEP SHAREHOLDER COMPOSITION* |
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| * Base date: December 31, 2013 |
Compensation Policy: based on the appreciation, development, and retention of employees. QGEP is studying adoption of a profit sharing plan based on social, environmental, economic and financial, and operational criteria. The compensation policy for the executive board is connected to the Company’s performance, with variables that depend on a group of financial and performance indicators that are subject to constant monitoring by the Board of Directors. GRI G4-51
Material Fact or Act Disclosure and the Securities Exchange Policy: establishes disclosure of clear information and defines rules for exchange of securities issued by QGEP to guarantee practices of good conduct and prevention of disclosure of confidential information.
Market Risk Management Policy: formalizes measures to mitigate exposure to market risks, such as interest and exchange rates.
| QGEP CORPORATE STRUCTURE (%)* |
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The Board of Directors is responsible for establishing general policies and guidelines for QGEP action, including the Company’s medium and long term growth strategy. Members of the Board are elected by shareholders at the Shareholders’ Meeting, they serve two year terms, and are eligible for reelection.
To provide support to Board of Directors and Executive Board activities, QGEP may institute work groups to deal with specific matters. In 2013, the work group created in accordance with the Market Risk Management Policy continued its activities, while a new work group was created pursuant to the new Material Fact or Act Disclosure Policy and the Securities Exchange Policy. These groups answer to the Executive Board as well as to the Board of Directors by submitting regular reports. GRI G4-46
Another good practice adopted by the Company in line with Novo Mercado rules is that a minimum of 20% of the Board of Directors is comprised of independent members. QGEP has two independent board members, with recognized experience in the market. The board members appointed by the controlling shareholder also take part in councils and in managing other Grupo Queiroz Galvão companies. GRI G4-40 G4-43
Pursuant to the Listed Corporations Act (Lei das Sociedades por Ações), members of the Board of Directors are prohibited from voting at meetings or shareholder meetings where there is a conflict of interests with the Company. Any decisions made by the Board of Directors concerning transactions with related parties, as defined by applicable laws, must be approved by an affirmative vote by the Company’s independent board members. QGEP shareholders may make recommendations and suggestions to the Board through the Investor Relations area.
GRI G4-37 G4-40 G4-41 G4-49 G4-50| MEMBERS OF THE BOARD OF DIRECTORS* |
|---|
| Antônio Augusto de Queiroz Galvão Chairman |
| Ricardo de Queiroz Galvão Vice Chairman |
| Maurício José de Queiroz Galvão Member |
| José Augusto Fernandes Filho Member |
| Leduvy de Pina Gouvêa Filho Member |
| José Luiz Alquéres Independent board member |
| Luiz Carlos de Lemos Costamilan Independent board member |
Board of Directors activities have been continually enhanced by QGEP, including the incorporation of certain sustainability considerations in the decision making process. In 2013, this body held 17 meetings, which dealt with matters related to investments made, approval of financial statements and assessment of the Company’s performance. GRI G4-44 G4-47
The QGEP Executive Board is responsible for implementing and executing policies and strategies defined by the Board of Directors, conducting business according to the Company’s principles and values. This body is comprised of four members, elected by the Board of Directors, with members serving two year terms and being eligible for reelection.
Managers and coordinators designated to account for economic, environmental and social topics answer directly to the CEO and CFO and Investor Relations Officer. The positions of the CFO and the Investor Relations Officer are currently held by the same person, who submits performance results to the Board of Directors. GRI G4-35 G4-36
The Executive Board’s relationship with the Board of Directors is conducted ethically and transparently. Officers are supported by a highly qualified management team with recognized experience in the oil & gas sector.
Most of these professionals have actively participated in significant discoveries in Brazilian basins and have done exemplary work in exploration and production areas at major companies in the industry. This combination of management and technical skills allows QGEP to conduct its activities with the highest standard of quality and deliver exceptional performance.
| EXECUTIVE BOARD MEMBERS |
|---|
| Lincoln Rumenos Guardado Chief Executive Officer |
| Sergio Michelucci Chief Exploration Officer |
| Paula Costa Côrte-Real Chief Financial Officer and Investor Relations Officer |
| Danilo Oliveira Chief Production Officer |
QGEP’s relationship with its shareholders and other market participants is guided by ethics and transparency, with clear guidelines expressed in the Material Fact or Act Disclosure and the Securities Exchange Policy for procedures related to maintaining the confidentiality of non-disclosed material information and making information available on the Company’s Investor Relations website.
In 2013, QGEP took part in over 140 individual meetings with shareholders and potential investors and in 12 conferences in Brazil and abroad, coming into contact with approximately 300 institutional investors. The Company also promoted a meeting in partnership with the Association of Capital Market Investment Professionals and Analysts (Associação dos Analistas e Profissionais de Investimentos do Mercado de Capitais – Apimec), which was held for the first time in Rio de Janeiro and included attendance by Company directors to present results and business outlooks.
In 2013, the Investor Relations area held an event for the entire sell side, broadcast live to the public, to present the Atlanta Field Development Plan to the market. The details of the Anticipated Production System, along with the timeline and a detailed budget, were presented and the floor was later opened to questions.
