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Corporate Governance
Santos Brasil is listed at Level 2 Corporate Governance of the São Paulo Stock Exchange (BM&FBOVESPA), and is subject to the segment's differentiated practices.
Its corporate governance system establishes structures and policies for managing and monitoring the Company, taking into consideration its beliefs, values and the guidelines for its relationship with the capital markets.
Represented by its corporate governance structure – Board of Executive Officers, Assistant Directors, Managers, Board of Directors and Fiscal Council – the Company adopts transparency, accountability, fairness and corporate responsibility as inseparable components of its conduct, thus allowing investors and shareholders to follow and monitor its performance and management.
These practices seek to reduce uncertainties in the valuation and investment process, as well as reduce risk, while increasing the number of interested investors and, consequently, boost the Company's market value.
Apart from the Level 2 requirements, in case of sale of control and as envisaged in the Bylaws, Santos Brasil offers 100% tag along rights to all the minority shares in relation to the price obtained by the controlling shareholder. For this reason, Santos Brasil's units are included in BM&FBOVESPA 's Differentiated Tag Along Stock Index – ITAG.
Santos Brasil's units are also entitled to the following rights: (i) priority in capital reimbursement, without premium, in the case of Company liquidation, (ii) dividends at least equal to those for ordinary shares, and (iii) the right to vote at shareholders' meetings that deliberate about specific matters, such as transformation, incorporation, mergers or spin-off, the approval of agreements between the Company and its controlling shareholder, among others.
BOARD OF DIRECTORS
The Board of Directors of Santos Brasil Participações S.A. is a collective decision-making body, which has the authority to establish objectives, policies and general business guidelines for the Company. It is also empowered to appoint, guide and monitor the Board of Executive Officers.
Board members are elected at the Shareholders' Meeting for a unified term of two years and may be reelected. Presently, the Board of Directors consists of nine members and six alternate members.
Board Meetings take place at least once ever quarter, nine Board meetings were held in 2010.
The Board member's total compensation will be fixed annually by the Annual Shareholders' Meeting (ASM) and will be paid in 12 equal parts. The Board of Directors distributes this compensation among its members during its meeting. The total compensation for 2010 was R$1,674,000 .
COMPOSITION OF THE BOARD OF DIRECTORS
| BOARD MEMBER | Position | Term |
|---|---|---|
| Richard Klien | Chairman | Till ASM of 2012 |
| Verônica Valente Dantas | Vice-Chairman | Till ASM of 2012 |
| José Raul Sant‘Anna | Member | Till ASM of 2012 |
| Marcos Nascimento Ferreira | Member | Till ASM of 2012 |
| Maria Amalia Delfim de Melo Coutrim | Member | Till ASM of 2012 |
| Andreas Klien | Member | Till ASM of 2012 |
| Hans J. F. Peters | Independent Board Member | Till ASM of 2012 |
| Wallim Cruz de Vasconcellos Junior | Independent Board Member | Till ASM of 2012 |
| Alcides Lopes Tápias | Independent Board Member | Till ASM of 2012 |
Richard Klien Mr. Klien holds a degree in Economics from the University of Colorado in Boulder, Colorado. He is currently CEO of Transportes da Fink S.A., which was founded by his grandfather in 1924; CEO of Multi STS and RK Participações (both Company shareholders), Fink Terminais Rio (a shareholder in Multiterminais Alfandegados do Brasil Ltda.) and Fink Marítima (a shareholder in Transroll Navegação S.A.) and vice-president of Transroll Navegação S.A. He has been a member of the Company’s Board of Directors since it was incorporated and is also a member of the Board of Multiterminais Alfandegados do Brasil Ltda., Santos Brasil Participações S.A., Santos-Brasil S.A., and CDRJ (the Rio de Janeiro Port Authority). He also sits on the Board of Abratec (the Brazilian Association of Container Terminals), Syndarma (the Brazilian Ship Owners’ Association) and ABAC (the Brazilian Association of Cabotage Shipowners). He is currently Chairman of the Board of Directors of Santos Brasil S.A. and Santos Brasil Participações S.A..
Verônica Valente Dantas Ms. Dantas holds a degree in Business Administration from the Bahia School of Business Administration and joined Opportunity Asset Management Ltda. in 1994, where she is still a managing partner. She has been a member of the Board of Directors of Brasil Telecom S.A., Telemig Celular Participações S.A. and Tele Norte Celular Participações S.A., among others, and an alternate member of the Board of Directors of Brasil Telecom Participações S.A. She is currently Vice-Chairman of the Board of Directors of Santos Brasil S.A. and Santos Brasil Participações S.A..
José Raul Sant’Anna Mr. Sant‘Anna holds a degree in Economics from Faculdade Integrada Candido Mendes of Rio de Janeiro and MBA from IBMEC-SP. He joined Opportunity in 2010 where he is presently a director of Opportunity Private Equity Investment Management Company. He was previously an executive for large companies and banks. He is currently a member of the Board of Directors of Santos Brasil S.A. and Santos Brasil Participações S.A..
Marcos Nascimento Ferreira Mr. Ferreira holds a degree in Civil Engineering from the Federal University of Bahia, with post-graduate studies in Business Administration at the University of California – Berkeley, U.S.A. He joined Opportunity Equity Partners in 1999 and has occupied several positions to date. He has been a sitting and alternate member of the Board of Directors since 2001. He has also been a Board member of several companies, including Telemig Celular, Amazônia Celular, Americel , Telet and Brasil Telecom.
Maria Amalia Delfim de Melo Coutrim Ms. Coutrim holds a degree in Economics from the Federal Rural University of Rio de Janeiro. She joined the Opportunity Group in 1994 and is currently a director of Opportunity Equity Partners Administradora de Recursos Ltda. She has been a member of the Board of Directors of Tele Norte Celular Participações S.A., Telemig Celular Participações S.A., Opportrans Concessão Metroviária S.A. and Brasil Telecom S.A. and was also a director of Opportunity Asset Management Ltda. Currently, she is a member of the Board of Directors of Santos Brasil S.A. and Santos Brasil Participações S.A.
Andreas Klien. He holds a bachelor‘s degree in business administration from the University of Colorado, Boulder, Colorado (USA) and a master‘s degree in marketing from the University of San Diego, California (USA). He set up Cord Vida, the first private cord blood bank accredited by the American Association of Blood Banks. He served as the administrative director and managing partner of Memoteca Fink Guarda de Documentos Ltda. and as the administrative and marketing director of Transportes Fink S.A
Hans J.F. Peters Mr. Peters was awarded a degree in Civil Engineering, majoring in Transport, from the Universities of Darmstadt and Kiel (Germany) and Graz (Austria) in 1962, and a master’s degree in Economics, majoring in Transport, from the University of California at Berkeley in 1971. He currently teaches courses in maritime transport and trade, ports, logistics and multimodal transport systems at the School of Public Policy at George Mason University, in Virginia. He is also a maritime industry consultant for government agencies and a port operations consultant for private companies, as well as a member of the Board of Directors of Cremer S.A., Santos-Brasil S.A. and Santos Brasil Participações S.A..
Wallim Cruz de Vasconcellos Junior Mr. Vasconcellos Jr. was a director of the Brazilian National Development Bank (BNDES) and BNDESPAR, where he spent 20 years. He was chiefly involved with managing equity interests and structuring investments and capital market operations. He has headed and taken part in the negotiation of important transactions, both in terms of their financial volume and complexity and the corporate governance aspects involved. He has been a member of the Board of Directors of Vale do Rio Doce, Aracruz Celulose, Sendas and Cia. Estadual de Gás (CEG). He is currently senior special operations consultant at the IFC and a member of the Board of Directors of Cremer S.A., Santos-Brasil S.A. and Santos Brasil Participações S.A..
Alcides Lopes Tápias Mr. Tápias holds a degree in Business Administration from Mackenzie University and a degree in Law from Faculdades Metropolitanas Unidas. He has worked for several companies, including Alpargatas, Banco Bradesco and Sadia. In September 1999, he was appointed Minister of Development, Industry and Foreign Trade by the then President, Fernando Henrique Cardoso, where he remained until July 2001. He is currently a partner in Aggrego Consultores and a member of the Board of Directors of Sadia, where he is also Chairman of the Finance Committee. At Banco Itaú he is a member of the Board of Directors, a member of the Committee for Disclosing Material Acts and Facts and Securities Trading, and a member of the Audit Committee. Currently, he is a member of the Board of Directors of Tubos e Conexões Tigre, Medial Saúde, LPS Brasil – Consultoria de Imóveis S.A., and Rodobens Corporativa S.A.; a member of the Brazilian Mercantile and Futures Exchange (BM&F) and of Spread Teleinformática Ltda.; Chairman of the AmBev Fiscal Council and Chairman of the Board at the MAM - Museum of Modern Art. He is also a member of the Board of Directors of Santos Brasil S.A. and Santos Brasil Participações S.A..
BOARD OF EXECUTIVE OFFICERS
The Board of Executive Officers of Santos Brasil Participações S.A. is the legal representatives and is responsible for the day-to-day executive management of the Company. The Executive Officers carry out the policies, guidelines and activities related to the Company's corporate purpose using the means necessary to make sure the decisions and guidelines set by the Board of Directors are faithfully observed.
The Executive Officers are elected by the Board of Directors for a two-year term, with the possibility of reelection. Presently, the Board consists of: (i) Chief Executive Officer; (ii) Chief Financial and Investor Relations Officer; (iii) Chief Commercial Officer and (iv) Chief Operating Officer.
The total compensation of the Executive Officers is fixed annually at the Annual Shareholders' Meeting. For 2010, it was R$11.945.758 and includes salaries, benefits, bonus and stock options, and is distributed among the Officers based on the achievement of targets set and approved by the Board of Directors.
COMPOSITION OF THE BOARD OF executive officers
| executive officer | Position | In the Company since | Term |
|---|---|---|---|
| Antônio Carlos Duarte Sepúlveda | Chief Executive Officer | 2000 | Till ASM 2012 |
| Washington Cristiano Kato | Chief Financial and Investor Relations Officer | 1997 | Till ASM 2012 |
| Caio Marcelo Morel Correa | Chief Operating Officer | 2006 | Till ASM 2012 |
| Mauro Santos Salgado | Chief Commercial Officer | 2007 | Till ASM 2012 |
Antônio Carlos Duarte Sepúlveda. Mr. Sepúlveda holds a degree in Civil Engineering from the Federal University of Bahia and an MBA from Saint Joseph’s University in Philadelphia. He has been working in the port sector since 1992 and in the company since 2000. Mr. Sepúlveda was Chief Administrative Officer of the Company from 2002 to March 2010, when he became Chief Executive Officer.
Washington Cristiano Kato. Mr. Kato holds a degree in Business Administration from the University of São Paulo and a master’s degree in Business Administration from the Fundação Escola de Comércio Álvares Penteado. He has previously worked for Mahle Metal Leve S.A., São Paulo Alpargatas S.A. and Fratelli Vita Bebidas Ltda. He has been with Santos-Brasil S.A. since its foundation in 1997 and is currently the Company’s Chief Financial and Investor Relations Officer.
Caio Marcelo Morel Correa. Mr. Correa holds a degree in Economics from the Federal University of Rio Grande do Sul and has also taken a special accounting course at the Getúlio Vargas Foundation in Rio de Janeiro. He has 26 years of experience in the maritime transport and port operations sector and has previously worked for Transroll Navegação S.A. Mr. Correa was Chief Administrative Officer of the Company from 2006 to March 2010, when he became Chief Operations Officer.
Mauro Santos Salgado. Graduated in naval engineering from the Federal University of Rio de Janeiro, he worked at Ishikawajima do Brasil Estaleiros S.A. with shipbuilding from 1973 to 1995, at Libra Terminais S.A., with the implementation and management of container port terminals in Rio de Janeiro (RJ) and in Santos (SP) from 1996 to 2004, being Statutory Chief Executive Officer up to April 2007. Mr. Salgado started working at the Company as Development and Superintend Officer of Santos Brasil Logística in August 2007, being elected Chief Administrative Officer in March 2010. After a corporate restructuring, Mr.Salgado was elected Chief Commercial Officer in January 2011.
THE FISCAL COUNCIL
The Fiscal Council of Santos Brasil is a permanent body, whose members have the same duties as administrators, that is, they should exercise the functions laid down by corporate law and the Bylaws to achieve the objectives and in the interest of the Company.
The Fiscal Council supervises the managers' activities, checks their compliance with their legal and statutory duties and analyzes the trial balance and other financial statements prepared by the Board of Executive Officers, at least once a quarter.
The Fiscal Council is elected by the Annual Shareholders' Meeting and will hold office till the first Annual Shareholders' Meeting to be held after its election, reelection being permitted. It consists of four (and may have five) members and the same number of alternate members. Seven Fiscal Council meetings were held in 2010.
The Fiscal Council members' compensation is fixed annually by the Annual Shareholders' Meeting. In 2010, the total compensation was R$521,591, which was equally distributed among the four members .
COMPOSITION OF THE fiscal council
| Member | Position | Member since | Term |
|---|---|---|---|
| Gilberto Braga | Chairman | 1999 | Till ASM 2011 |
| Antonio Carlos Pinto de Azeredo | Member | 2006 | Till ASM 2011 |
| Eduardo Grande Bittencourt | Member | 2010 | Till ASM 2011 |
| Leonardo Guimarães Pinto | Member | 2007 | Till ASM 2011 |
Gilberto Braga. Mr. Braga graduated in Economics from the Faculdade Candido Mendes Ipanema in 1983 and in Accounting from the Universidade Gama Filho (UGF) in 2001. He also received a master’s degree in Financial Administration from IAG-PUC/Rio in 1992. He is a tenured professor at IBMEC-RJ, where he gives post-graduate courses in tax planning, corporate governance, ethics and private equity. He was a controller of the Opportunity companies and currently provides consultancy services to the Group in the corporate, tax and forensic accounting areas. He is currently a member of the Fiscal Council of Telemig Celular S.A., and Chairman of the Fiscal Councils of Santos-Brasil S.A. and Santos Brasil Participações S.A..
Leonardo Guimarães Pinto. Mr. Pinto earned a degree in accounting from the Universidade Estadual do Rio de Janeiro in 2001 and an MBA in Corporate Finance from IBMEC-RJ in 2005. Since 2001, he has been working as an investment analyst at Opportunity and is currently a member of the Fiscal Council of Santos-Brasil S.A. and Santos Brasil Participações S.A..
Antonio Carlos Pinto de Azeredo. Mr. Azeredo holds degrees in Civil Engineering and Law and is also an accountant. He is a founding partner and CEO of Domínio Assessores Ltda., which provides outsourced accounting, tax and human resources services to several companies, including Tecondi - Terminal para Contêineres da Margem Direita S.A., Termares Terminais Marítimos Especializados Ltda., Transroll Navegações S.A. and Transportes Fink S.A.. He is currently a member of the Fiscal Council of Santos-Brasil S.A. and Santos Brasil Participações S.A..
Eduardo Grande Bittencourt. Mr. Bittencourt earned a bachelor’s degree in accounting from the Federal University of Rio Grande do Sul in 1966 and a post-graduation degree from the Center of Studies and Research on Business Administration from the same university. He taught forensic accounting in the accounting specialization programs of the Federal University of Ceará and at the University of Piauí in September 1993 and September 1996, respectively. He also taught auditing at the university he graduated from 1969 to 1976. He was member of the Board of Directors of C.P. Eletrônica S.A. from 2004 to 2005 and of Trafo Equipamentos Elétricos S.A. in 2009, in which he presided the Special Independent Committee during the merger of the company into WEG S.A. He was a member of the Audit Committees of Banco do Brasil S.A. from 2006 to 2008; Brasil Telecom S.A. from 2004 to 2005; Brasil Telecom Participações from 2007 to April 2009; Lojas Americanas S.A. from 2005 to April 2006; São Paulo Alpargatas S.A. From April 2002 to 2005; Tupy S.A. from 2003 to April 2010, among other companies. He is currently a member of the Audit Committee of the following companies: Bematech S.A. since June 2004; Light S.A. since April 2006; Santos Brasil S.A. and Santos Brasil Participações S.A. since March 2010; and WEG S.A. since April 2010.
