Contax manages its business professionally and has, as a principle, transparent communications with employees, clients, shareholders, investment community and participants of the capital markets. For such, the Company adopts good practices of corporate governance aiming to ensure best procedures and internal process controls as well as fair relations between all the constituencies.

The adoption of a “Conduct and transparency Code for the release and use of information and for negotiation of shares in the stock exchange” is one of the initiatives taken by the Company to improve its corporate governance. Approved by the Board of Directors and available at www.contax.com.br, the code shows the ethical principles which govern the Company Management and the actions of all its employees. The document also determines the periods during which insiders with access to privileged information due to their position in the Company, may trade in the stock exchange. This policy helps ensure that all of the information that reaches the market from Contax is simultaneously divulged in Brazil and the United States, where we have our stocks traded.

Another tool adopted to improve communications is the Contax’s Ombudsman, which was set up in October 2007.

The channel was created specially to listen to employees over the phone or through the Company’s website. Employees may send suggestions, praise, questions, complaints or denunciations of fraud or matters of conduct, cooperating to improve internal processes and in prevention of risk to the Company, contracting parties and end customers. The Company guarantees secrecy, transparency and ethical treatment of all cases.

The pilot phase of Contax’s Ombudsman lasted 3 months and was targeted internally to 18,000 employees in Rio de Janeiro. As of 2008, the project will be expanded gradually to include employees in all states, and later, to the external stakeholders, aiming to listen to clients, suppliers and the general public.

BOARD OF DIRECTORS


The Board of Directors is the highest body and the main agent in the Company’s decision-making process. It is the responsibility of the Board of Directors to establish the strategic guidelines, nominate officers and follow-up on the implementation of the adopted policies. Meetings are held every three months, and special meetings whenever required.

The current Board has nine active members and six alternates, one of which represents minority shareholders and another representing holders of preferred shares. The Board of Directors was elected by shareholders at the Annual General Meeting held April 16, 2006 to a three year mandate that began in April, 2006, and ends at the 2009´s meeting.

 

 

Chairman of the Board of Directors

 

Otávio Marques de Azevedo

 

Substitute

 

Flavio Eduardo Sznajder

 

Board Members

Substitutes
Sergio Bernstein Pedro Jereissati
Fabio Schvartsman Rubens Mário Marques de Freitas
Francis James Leahy Meaney  
Michel Neves Sarkis  
Eduardo Klingelhoefer de Sá Antonio Henrique Pinheiro Silveira
José Luís Prola Salinas Joílson Rodrigues Ferreira
Isabel Ramos Kemmelmeier  
Sérgio Mamede Rosa do Nascimento Fernando Argolo Pimenta

Otávio Marques de Azevedo holds a degree in Electrical Engineering from PUC – Minas Gerais. He is president of AG Telecom, a company which is part of the controlling group of Telemar Participações S.A. and director of Instituto Telemar. He was president of the Anatel Advisory Council from February 2001 to February 2002, having been appointed Counselor in March 1999. He held the position of officer of Telemar Participações S.A. in the period from August 1998 to February 1999 and the executive vice-presidency of Tele Norte Leste Participações S.A., from August 1998 to February 1999, as acting CEO. In this same period he was chairman of the Board of the 16 telecommunication companies controlled by Tele Norte Leste Participações S.A. At present, he is also member of the Board of Telemar Participações S.A. and Tele Norte Leste Participações S.A.

Sergio Bernstein graduated in Civil Engineering from the Escola Nacional de Engenharia do Rio de Janeiro (now UFRJ) in 1959. His career started as a trainee in finance at General Electric do Brasil in 1961 and he occupied several management posts in this company up to vice-president of Finance in 1984. From 1988 to 1990 he was vice-president and member of the Executive Committee of the Grupo Fenícia. He has been a member of the Board of Directors and Director vice-president of the Grupo Jereissati since 1990.

Fabio Schvartsman
is a graduate in Production Engineering from the Escola Politécnica of USP-São Paulo and post-graduate in Business Administration by the Fundação Getúlio Vargas-SP. He worked at Duratex S/A from 1977 to 1985 occupying several financial positions. From 1985 to 2007 he worked at Ultrapar Participações S.A. as financial director and investor relations as well as director of Planning and Financial Superintendent. He was a board member of Ultra, S.A. from 1999 to 2007. Since February 2007 he has been president of Telemar Participações S.A. As well as being a board member of Contax, he is also a member of the boards of Gafisa, Telemar e Grupo Pão de Açúcar.

Francis James Leahy Meaney
is the founder and has been CEO of Contax since its founding in 2000. In 2007, Mr. Meaney was also invited to the Board of Directors. He participates actively in several organizations in the contact center industry, including the Associação Brasileira de Telesserviços – ABT, as vice-president. Previously, he was vice-president of Global Crossing Latin America in Miami from 1999 to 2000, general manager of Conectel, the principal paging company in Brazil, from 1997 to 1999, and strategic consultant for Latin American consumer companies between 1990 and 1997. He started his career at Credit Suisse First Boston in New York, where he worked from 1986 to 1988. He is an Economics graduate from the University of Notre Dame and has an MBA from Harvard Business School as well as the Advanced Management Program from INSEAD (Fontainebleau, France).

Michel Neves Sarkis
graduated in Business management from the Universidade Federal do Espírito Santo, and in Accounting from the Faculdade Costa Braga-São Paulo, and holds a master’s degree from PUC-São Paulo. He has been the financial director of TNL Contax since April 2001 and was elected investor relations director of Contax Participações S.A., in December 2004. He was previously auditor at PricewaterhouseCoopers, from 1990 to 1995. He was divisional controller of Pepsi in Minas Gerais and Rio de Janeiro between August 1995 and November 1997, where he was responsible for the financial department. In November 1997 he was elected general manager of the Rio de Janeiro Division of the Conectel Paging Company. In 1999, he joined Prosegur Brazil as general manager of the Divisions of Bahia and Espírito Santo.

Eduardo Klingelhoefer de Sá holds a degree in Mechanical Engineering from the Universidade Federal do Rio de Janeiro – UFRJ, with an MBA from the University of Warwick, UK. He has been at the Brazilian National Economic and Social Development Bank (BNDES) since 1985, having acted in several operational areas. He worked for nine years in financing projects in the industrial area of BNDES and prepared risk capital operations for ten years, in the area of variable income of BNDES (former BNDESPAR). He structured 17 private equity and emergent company funds, with participation in the investment committees of some of these funds.

José Luís Prola Salinas holds a degree in Accounting Sciences from the Fundação Educacional do Oeste de Santa Catarina, with a masters degree in Production Management and Information Management Systems; holding a doctorate in Administration, with emphasis on Strategy and Competitiveness, awarded by the Universidade do Rio Grande do Sul and École des Hautes Études Commerciales de Montreal – Canada. He has been with Banco do Brasil since 1982, and was its general auditor until 2007; at present he is vice-president of Technology and Logistics. He is a board member of Cobra Tecnologia and a member of the Deliberative Council of Previ (Banco do Brasil employees’ retirement fund).

Isabel Ramos Kemmelmeier is a Civil Engineering graduate (Production Engineering) from PUC-RJ, with an MBA in Finance from the Brazilian Institute of Capital Markets (IBMEC-RJ). She worked at Opportunity Asset Management from July 1996 to March 2006, where she directed the Equity Research Department from 2003 to 2006. She is also a member of the Internal Audit Board of Light (Power Utility Company) and Metalúrgica Gerdau. Previously, she was a member of the Internal Audit Board of Lojas Renner, Iochpe-Maxion, AES Tietê , Eletrobrás, Eletropaulo, Usiminas, Comgás, Telemig Celular and CRT Celular. She was also a member of the Board of Directors of Eletrobrás.

Sérgio Mamede Rosa do Nascimento
is a Physics teacher graduated from the Universidade de Franca, with an MBA in Finance from the Instituto Brasileiro de Mercado de Capitais (IBMEC), and Masters Degree in Economics Engineering from UDF – Associação de Ensino Unificado do Distrito Federal. He was CFO of Companhia de Seguros Aliança do Brasil, from October 1999 to March 2003. At Banco do Brasil, he assumed several functions, acting as head of the socio-economic studies, head of the Department of Financial Consultancy, Executive Manager of BB-DTVM, in fund management and executive manager of the Corporate Finance. He also acted as representative of Banco do Brasil in the Higher Council of the Employees Retirement Fund.

FISCAL COMMITTEE

The Fiscal Committee, which started its operations in 2006, reinforces the Company’s commitment to transparency and best corporate governance practices. Its function is to monitor the activities of management, and analyze and comment upon the financial statements, reporting its opinions to the shareholders.

Five active members and equal number of substitutes, one representing minority shareholders and another representing holders of preferred shares, form the Fiscal Committee. They were elected on April 16, 2007 for one-year mandate up to the 2008´s Shareholders’ Meeting.

 

 

Committee Members

Substitutes 

Allan Kardec de Melo Ferreira (president)

Denis Kleber Gomide Leite

Aparecido Carlos Correia Galdino

Sidnei Nunes

Ricardo Scalzo

Pedro Wagner Ferreira Coelho

Itamaury Teles de Oliveira

Célia Maria Xavier Larichia

Márcio Luciano Mancini

Ricardo Magalhães Gomes

BOARD OF EXECUTIVE OFFICERS

Responsible for the direct management of Contax business, the Executive Board has the mission to carry out strategic decisions defined by the Board of Directors. Pursuant to the Company’s Bylaws, the Board of Officers must comprise one CEO, one CFO and up to three other officers, appointed by the Board for a three-year mandate, extendable, subject to be dismissed at any time.

Board of Executive Officers




AUDIT

Contax created the Internal Audit Area in 2006, reporting directly to the CEO and working to continually improve corporate governance practices. Its first task was to adapt all systems of internal control to meet the demands of the U.S. Sarbanes-Oxley Act (SOX), a process which involved strategic areas such as Invoicing, Treasury, Human Resources and Accounting, among others.

In 2007, efforts were directed towards correction of the problems identified during the implementation of SOX. The areas involved were monitored periodically and supported by the Internal Audit so as to eliminate gaps and make the Company SOX-compliant. The commitment for 2008 is for continuity in monitoring the internal controls of the Company.

INVESTOR RELATIONS

Contax is committed to the transparency and to improving its relationship with the investment community. For this purpose, it has an Investor Relations area with the responsibility to release information and to meet the needs of analysts, shareholders and potential investors in an agile, clear and efficient way.

In 2007, results were released in the form of quarterly reports accompanied by explanatory releases, as well as the compulsory information determined by both the Brazilian Securities and Exchange Commission (CVM) and the U.S. Securities and Exchange Commission (SEC). These documents are available in the investor section of the Company’s website together with all other information and relevant communications. Another initiative was to organize shareholder meetings within the Company and during conferences organized by financial institutions.