Governance structure GRI 102-18
Our governance structure is composed of the Shareholders’ Meeting, the Board of Directors, the Advisory Committees and the Board of Executive Officers.
It is our main decision-making body, empowered to amend the Bylaws, elect or dismiss members of the Board of Directors, approve accounts and financial statements, and other matters that are vital to our businesses.
Board of directors GRI 102-22
(From the left:)
Independent Member (Audit Committee and Finance Committee)
João Henrique Batista de Souza Schmidt
Member (Finance Committee)
Diego Cristóbal Hernandez Cabrera
Luis Ermirio de Moraes
Chairman of the Board (Remuneration,
Nominations and Governance Committee)
Eduardo Borges de Andrade Filho
Independent Member (Compensation,
Nominations and Governance Committee)
Board of Directors (BoD)
It strives for fulfillment of the business objectives and monitors our performance, seeking business longevity. The BoD, among other activities, is responsible for establishing a general guide for the company’s business, defining mission, strategic objectives and guidelines; conduct annual adoption and approval of strategic planning; approve transactions related to Capex investments, loans or derivative contracts, mergers, spin-offs, mergers, divestitures and joint ventures, in accordance with the provisions set forth in the Bylaws; directing and ensuring the company’s governance and sustainability.
Our Bylaws require that the Board of Directors be comprised of at least five and at most 11 full members, at least three of them independent, in order to comply with the rules established by the stock exchanges in which we are listed. The members’ term of office is one year, with the possibility of re-election. The Board of Directors (BoD) is composed of nine members, including two women and seven men, of five nationalities – Brazilian, Canadian, American, Croatian and Chilean. No member, including the Chairman of the Board, exercises an executive function in the company and all are compensated. GRI 102-23
More information on the Board of Directors’ attributes and access to each member’s résumé is available at https://ri.nexaresources.com/BoardofDirectors.
Advisory Committees GRI 102-18
In its quest for continuous excellence, the Board of Directors has established committees to advise it on monitoring the company’s performance. Composed of board members, the committees are permanent and cover Audit, Finance, Remuneration, Nominations and Governance matters.
Each committee has its own set of internal rules, which establishes roles and mandates, rules and procedures for its operation. There are at least four meetings per year, and periodically one of the members reports on the activities of the committee back to the BoD.
Audit Committee – Comprised of three independent members of the BoD, its objectives are to supervise the integrity of financial statements and internal control systems, monitor the risk management process, and establish ethics and conduct standards and procedures.
Finance Committee – Comprised of three members of the BoD, one independent. It is responsible for understanding market scenarios and trends, defining strategies and financial policies, evaluating and monitoring annual investment plans, proposing guidelines for cash management and the company’s liquidity position.
Remuneration, Nominations and Governance Committee – Composed of two members of the BoA, one being independent. This committee is responsible for evaluating compensation models, recommending candidates for CEO and the Board of Directors, assessing the performance of the Board of Directors, the CEO and each of the Advisory Committees, and developing corporate governance guidelines and principles.
Board of Executive Officers
Our Board of Executive Officers is made up of leaders who are able to act globally in key areas of business and in relationships with all stakeholders. It aims to ensure the development and execution of the strategic and budgetary plan, based on guidelines received from the Board of Directors.
Comprised of the president and eight directors, it is responsible, among other things, for monitoring strategic planning, discussing financial and non-financial issues and devising tactical action plans for the teams.
Board of executive officers