Corporate Governance

 

Triunfo adopts the best practices of corporate governance in the management of its businesses, always guided by principles of transparency, equality and accountability. This posture is essential in the management of its businesses, seeing as the company is listed in the Novo Mercado sector, the highest level of corporate governance of the Brazilian Securities, Commodities and Futures Exchange (BM&FBOVESPA) and trades Over-the-counter at the New York Stock Exchange.

All Triunfo employees are motivated to make a commitment to the basic values of this management through internal standards that secure uniformity of their actions and suitability of the company´s policies.


Board of Directors

The Board of Directors is responsible for establishing the policies and directives of the company´s businesses, covering the long-term strategy and control and supervision of the performance of the company. It also supervises the management of the Executive Directorship. It consists of seven members, two of them independent, with a unified mandate for two years, and the possibility of reelection. In accordance with the Social Statute, the roles of President of the Board of Directors and CEO cannot be held by the same person. GRI 4.1; 4.2; 4.6; 4.7 

The Board of Directors at Triunfo consists of the following executives:

Luiz Fernando Wolff de Carvalho President of the Board. Professional with extensive experience in the field of engineering. Acted as a Site Engineer and Superintendent at Engenharia Brasileira de Construções (EBEC) until 1983 and also as Superintendent at C.R. Almeida Engenharia e Construções, between 1983 and 1987. In December 1987 acquired Construtora Malachias and, in January 1988, became an associate at Construtora Triunfo S.A.

Fernando Xavier Ferreira Independent Board Member. Professional with experience in the field of Telecommunications. Acted as Executive Secretary at the Ministry of Communications, General Brazilian Director at Itaipu Binacional, President of Telecomunicações Brasileiras, of Northern Telecom do Brasil and of Telecomunicações do Paraná (Telepar). Also acted as a member of the Latin American Committee of the New York Stock Exchange (NYSE) and as President of the Board of Directors at Embratel S.A.

Antônio José Monteiro da Fonseca de Queiroz Serving Board Member. Professional with experience in the field of Management. Acted as Administrative Supervisor at Rondomaq Construções Ltda and also in the development of the “Terra Nova” project with the Companhia de Desenvolvimento do Mato Grosso (Codemat).

João Villar Garcia Serving Board Member. Shareholder in Construtora Triunfo since 1985. Has also acted as a director at C.R. Almeida S.A.

Leonardo de Almeida Aguiar Serving Board Member. Engineer at Construtora Triunfo since 1996. Participated in the duplication of the BR-38, between Belo Horizonte and São Paulo, and in the construction of the Volkswagen Truck Factory in Resende (RJ). Also participated in the reformation of Lapa and Franco da Rocha train stations, for the Paulista Metropolitan Trains Company (CPTM) in São Paulo and in the construction of the Itiquira hydroelectric plant in Mato Grosso. Currently holds the position of Commercial Manager at Construtora Triunfo for the regions of São Paulo and Brasília.

Ricardo Stabille Piovezan Serving Board Member. Since 1988 has worked in companies linked to Triunfo in the area of Finance and Management. Until early 2008, acted as Director of Investor Relations for Concepa.

Marcelo Souza Monteiro Independent Board Member. Acted as Financial Manager for the Companhia Paranaense de Energia (COPEL), between 1990 and 1995. Also worked at the Banco Pactual, between 1995 and 2007, where he occupied the positions of Electricity Sector Analyst, Share Portfolio Manager (Fundo América Latina and Fundo de Energia) and Emerging Markets Share Portfolio Manager. In 2001, became an associate at Banco Pactual. Was also Emerging Markets Share Portfolio Manager at Pactual Capital Partners, from 2007 until 2009.

Independent Board Members The Independent Board Members cannot have any kind of ties with Triunfo, neither commercial nor professional. In this category are included suppliers, clients, employees (and their respective spouses and relatives to second degree) and administrators of service providers. The only remuneration received is for the specific role of Board Member. GRI 4.3 


Audit Committee

The Audit Committee, created in 2010, is composed of three committee members and three deputies. It is responsible for the supervision of management decisions and for analysis of financial statements which should be reported to shareholders (including minority shareholders). Its members cannot participate on the Board of Directors or in the Executive Directorship, be part of the workforce or its subsidiaries, or even be a spouse or relative of managers at the company. GRI 4.10  

 

 


Transparency and Ethics

In line with the rules of the Novo Mercado, Triunfo presses for the best corporate practices, communicating with transparency through its various channels of communication so as to consolidate a permanent and open dialogue with its stakeholders. Its economic/financial situation, as well as projects and future plans are divulged at an annual public meeting, known as Dia da Triunfo. In accordance with international accounting standards, the company ensures that 25% of its shares are in public (free) float, offers shares which permit widespread share dispersal and publishes information of interest to the market every quarter. The company also has a responsibility to inform about any negotiations involving issued securities carried out by its businesses, directors or executives, as well as submitting any shareholder agreements or stock option programs to the BM&FBOVESPA.

There is a constantly updated calendar of corporate events on the Triunfo website, alongside information about corporate policies and institutional news. For those interested in receiving regular information about Triunfo, the company has a mailing list which one can sign up to at www.triunfo.com/ri.

Policies and Code of Conduct  GRI 4.8; 4.11 

Ethics is one of Triunfo´s fundamental values. All of its actions, decisions and relationships are based on responsible and transparent actions.

So as to reinforce this organizational value, since 2010 Triunfo´s Code of Conduct has been accessible on its website, for employees and other stakeholders. All newly contracted employees are given a copy and, after familiarizing themselves with its content, sign a term of agreement. GRI SO3 

The Code defines the company´s standards and procedures with regards to ethics, honesty, mutual respect and moral integrity and establishes procedures to guard against corruption, discrimination, abuse of power, conflict of interest and favoritism towards suppliers. One of its items establishes anti-corruption practices which state that no employee may receive financial payment or any other form of advantage for services provided to another stakeholder, just as they may not use their position or function for their personal benefit. In regard to the relationship with the public sector, one item describes how payment or gifts offered to public servants to acquire or facilitate services provided is strictly not permitted. The Code also states that contributions favoring political parties or religious groups, whether financial or consisting of goods or services, must be previously authorized by the Presidency.

Furthermore, the content details how the use of company equipment is solely permitted for professional purposes, establishes standards in relation to workplace attitudes and explains management processes in the areas of Health, Safety and the Environment. It also clearly states the penalties applicable for noncompliance towards items contained in the Code.

The results of this effort contribute towards the reduction of fraud, misappropriation of resources and illicit acts. All of Triunfo´s businesses are subject to evaluation of risks relating to corruption. In 2012, there were no cases of corruption identified in any of Triunfo´s businesses. GRI SO2; SO4 

 

 

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