SESSION 3 – DEVELOPING BOARD PROFESSIONALISM OECD – Organisation for Economic Co-operation and Development In co-operation with the World Bank Group The Third Meeting of the Latin American Corporate Governance Roundtable 8-10 April, 2002 Bolsa Mexicana de Valores, Mexico City, Mexico Sergio Foguel, Member of the Board Odebrecht S.A. - Brazil

ODEBRECHT S.A. The Third Meeting of the Latin American Corporate Governance Roundtable ENGINEERING & CONSTRUCTION PULP & PAPER CONCESSIONS ODEBRECHT S.A. CONCESSIONS OIL & GAS PULP & PAPER Session 3 – Developing Board Professionalism Odebrecht: Milestones Business Scope – 2002 Figures Key Issues At The Board Governance Framework: The Basic Board Agenda TEO – Basic Tenets TEO - Communication Core Competence

ODEBRECHT S.A. 20s 50s 60s Foundation of Construtora Norberto Odebrecht South America Forestation and Pulp Project Africa Acquisition of the control of OPP Acquisition of the control of TRIKEM Investment in TRIKEM Asia/Europe USA 40s Isaac Gondim & Odebrecht Creation of Odebrecht Holding Company 90s Concessions Business Acquisition of CBPO 80s Decision on Diversification & Internationalization Acquisition of TNE 70s Acquisition of the control of COPENE Oil& Gas Project BRASKEM Creation 00s Odebrecht Milestones Local Regional International National Engineering & Construction Chemical & Petrochemical and other Businesses

ODEBRECHT S.A. Business Scope PULP & PAPER ODEBRECHT S.A. (Holding Company) ENGINEERING & CONSTRUCTION CHEMICAL & PETROCHEMICAL Core BusinessesMinority Stakes CONCESSIONS OIL & GAS PULP & PAPER ODEBRECHT S.A. ( Holding Company)

ODEBRECHT S.A. Figures People: Brazil Others Consolidated Gross Revenue (US$ 4.2 billion) Consolidated Gross Revenue (US$ 4.2 billion) Chemical & Petrochemical 60% Engineering & Construction 36% Others 4% Note: Based on 2000 figures

ODEBRECHT S.A. OIL & GAS Support Company OCS ENGINEERING & CONSTRUCTION CHEMICAL & PETROCHEMICAL Keys Issues ODEBRECHT S.A. Board’s Mission / Role / Responsibilities The Power Balance between Board and Management Setting the Overall Direction Composition of the Board Effectiveness - Evaluation

ODEBRECHT S.A. At The Board Key Task: Appointing, Evaluating and Releasing the CEO Key Role: Trustee (not “watchdog”, not “pilot”) Focus: Adding Value Process: Investment in Alignment Pays Off !

ODEBRECHT S.A. Governance Framework: The Basic Board Agenda (*) Collins and Porras, 1996 – Neubauer, 2000 Strategic Direction Core Ideology Values Purposes Future (10 yrs) Envisioned Goals and Architecture Overall Strategy Odebrecht Entrepreneurial Technology (Core Competence) (*) Planning, Follow-up, Evaluation Framework Policies Metrics (Tangible & Intangible) Structure (Legal & Organizational) Confederation of Entrepreneurs-Partners Key People (Current, Potential, Succession)

ODEBRECHT S.A. ENTREPRENEUR - PARTNER PEOPLE SELF DEVELOPMENT education on the job and for the job SERVING THE CLIENT with quality, productivity, innovation and responsibility PARTNERSHIP participating in the conception participating in the conception and execution of the work, producing and sharing results DECENTRALIZATION through PLANNED DELEGATION REINVESTMENT of results to create new growth opportunities CONFIDENCE IN PEOPLE, in their capacity and desire to develop The Odebrecht Entrepreneurial Technology Basic Tenets The Odebrecht Entrepreneurial Technology Basic Tenets

ODEBRECHT S.A. PULP & PAPER The Odebrecht Entrepreneurial Technology ENTREPRENEURS- PARTNERS CLIENTS COMMITMENT TO SERVE RESULTS COMMUNICATION SHAREHOLDERS

ODEBRECHT S.A. THE PRACTICE OF THE T.E.O. ENHANCES THE SIMULTANEOUS PRESENCE IN VARIOUS BUSINESSES, MANAGEMENT SPHERES, GEOGRAPHIC AREAS AND CULTURES. MULTIPLE DELEGATED ENTREPRENEURIALSHIP. Core Competence