NEWS ABOUT CORPORATE GOVERNANCE - September/1999
- For the third time in São Paulo, the Brazilian Corporate Governance Institute - IBGC, will give its Board of Directors Course. This course, unique in Brazil, consists of ten modules of a total 104 class/hours. It is directed at both directors wishing to recycle their knowledge and at those beginning such activities. Interested parties may enroll for the full course or for any combination of modules desired. In the latter case, these enrollments can be made even after the course has begun, and it will continue until early December. The full program comprises the following modules: Module 1A - The Duties and Responsibilities of a Director and Module 1B - Dividend Policy (August 27), Module 2 - Structure of the Board and Effective Meetings (Sept. 10), Module 3 - Basic Accounting for Directors (Sept. 17, 24, and Oct. 1), Module 5 - Budget Planning and Control (Oct. 8 and 15), Modules 4 and 6 - Cash flow (Oct. 22), Module 7 - Taxes (Nov. 5), Module 8 - Labor and Social Security Legislation (Nov. 12), Module 9 - Strategic Planning (Nov. 19 and 26), and Module 10 -Debate Ethics and Sessions (Dec. 3). Further information available at tel.: (11) 3043 7008, fax: (11) 3043 7005 or e-mail ibgc@amcham.com.br
- The records of the Corporate Governance Seminar, organized by the Brazilian Corporate Governance Institute - IBGC, and sponsored by BNDES and by the CVM - Brazilian Securities Commission, held at the end of last year, are available at the BNDES Institutional Relations Department (http://bndes.gov.br). This seminar, coordinated by Attorney João Laudo de Camargo, represented an important achievement for Brazilian Corporate Governance. It covered topics such as, Corporate Governance Systems, Brazilian Corporate Legislation Systems, Boards of Directors and Shareholder Appointed Audit Boards, Independent Auditors, and the Role of the CVM. The speakers, Ronaldo Veirano, Francisco Costa e Silva, Nelson Siffert Filho, and Irineu de Mula, among others, presented and debated several matters with a large public interested in Corporate Governance.
- The ICSS (Social Security Cultural Institute), founded in 1992 to upgrade and improve Social Security through educational and cultural activities, is linked to ABRAPP (Brazilian Association of Private Pension Funds) with which all Brazilian pension funds are associated. The ICSS is sponsoring the launching of the Fifth National Social Security Award in Rio de Janeiro, on September 13, 1999. As a clear reflection of the increasing importance of corporate governance for pension funds, this year the Corporate Governance Award was created to honor the directors of pension funds that have performed outstanding work in this area. The individuals honored this year were Messrs. Izaltino Camozatto, President of the GTD, a pension fund organization that, in conjunction with other private associations controls Escelsa, and Francisco Gonzaga de Oliveira, who, during his tenure as President of Petros -the Petrobrás Pension Fund- was one of the principal motivating forces behind the Fund’s increasingly active involvement in the strategic decisions of companies in which it is a shareholder. Another note on pension funds - with close to 1,000 enrollments to date and the confirmed attendance of the Minister of Social Security at the opening ceremony on October 4, the Twentieth Brazilian Pension Fund Congress, to be held in São Paulo this year, further underscores the high degree of interest in this area.
- The Directors’ Report is a vital contribution to ensuring full transparency of companies with their shareholders and the general public, and is an important Corporate Governance practice. This month, ABRASCA (Brazilian Association of Publicly Traded Companies) presented the First ABRASCA Award for the Best Annual Report of 1998, during the Fourth Annual Report and Corporate Communication Seminar held in São Paulo. The President of the Judging Committee, Mr. Lélio Lauretti, announced Aracruz as the award winning company, from among the finalists, which were Banco Itau, Pão de Açúcar, Gerdau, Sadia, Unibanco, Escelsa, and Brahma.
- On October 25 and 26, in the presence of Finance Minister Pedro Malan, the CVM (Brazilian Securities Commission) is organizing a seminar to discuss the most effective means of protecting minority shareholders. This event will include Brazil’s leading jurists, institutional investors, fund administrators, and leading business executives. It will ensure that the suggestions arising therefrom will be included in the changes planned for Brazilian Corporation Law.
- A quote from the Best Corporate Governance Practice Code - Brazil :
- - Jurisdiction of the Board of Directors -
“Article 142 of the Brazilian Corporation Law establishes the authority of the Board of Directors. It must also emphasize establishment of strategies, election and dismissal of directors, the monitoring of the director’s management performance, and the election and dismissal of independent auditors”.
