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Governance structure - Nexa | 2017 Annual Report

Governance Structure GRI 102-18

Our governance structure is formed by the General Shareholders’ Meeting, the Board of Directors, the Advisory Committees (Audit, Finance, and Remuneration, Nominating and Governance) and the Executive Board.

GRI 102-18

General Shareholders’ Meeting

The company’s principal decision-making body, the General Shareholders’ Meeting is empowered to amend the Bylaws; elect or dismiss members of the Board of Directors; approve accounts and financial statements; consider asset valuations, mergers, acquisitions, and incorporations, among other topics vital to the ongoing performance of the business.

Board of Directors

The Board of Directors’ function is to advance the fulfillment of the company’s objectives and monitor its performance, while maintaining business continuity. Our Bylaws require the Board of Directors to be composed of a minimum of five and a maximum of 11 permanent members, of which and in compliance with the rules established by the stock exchanges on which we are listed, at least three are independent. The members are elected by the General Shareholders’ Meeting through a resolution to one-year terms, with re-election allowed.

In December 2017, we announced the new make-up of the Board of Directors, with terms of office as of January 1, 2018, strengthening governance through a diversified cultural team (four different nationalities: Brazil, Canada, the U.S. and Peru), four of whom are independent members. None have an executive role and all are remunerated. In 2018, all new members of the Board of Directors and the Executive Board will participate in a business immersion program and undergo a selfassessment process.

Members of the Board of Directors

More information about the duties of the Board of Directors and access to each member’s resume is available at https://www.nexaresources.com/pt/board-of-directors.

Advisory Committees

Advisory committees, which are established by the Board of Directors to assist in monitoring the company’s performance, are composed of board members, are permanent in nature, and handle the following matters – Audit; Finance; and Remuneration, Nominating, and Governance.

Each committee has its own rules of procedure, which establishes roles, terms of office, and operational policies. They meet with the Board of Directors at least four times a year. In addition, periodically, one member from each committee will report on committee activities to the board.

Audit Committee: Monitors the integrity of financial statements and internal control systems, identifies and manages risks, establishes standards and procedures for ethics and conduct.

Finance Committee: Responsible for understanding market scenarios and trends, establishing financial strategies and policies, evaluating and monitoring annual investment plans, proposing guidelines for cash management and the company’s liquidity position.

Remuneration, Nominating and Governance Committee: Evaluates remuneration models; recommends candidates who might eventually serve as the chair or as members of the Board of Directors; assesses the Board of Directors’, the CEO, and each of the advisory committees’ performances; and develops corporate governance guidelines and principles.

Executive Board

The Executive Board is responsible for day-to-day business management and for all stakeholder relations. This leadership team is responsible for ensuring the development and execution of the strategic and budgetary plan, which is based on guidelines received from the Board of Directors.

Composed of the President and eight officers, the Executive Board meets weekly to monitor strategic planning, discuss financial and non-financial issues, and design tactical action plans for its teams.

Executive Board