1. White Paper Drafting Sessions
The Fourth Meeting of the Latin American Coporate Governance Roundtable
White Paper Drafting Sessions
Paulo D. Villares

2. White Paper Chapter 5.III and 5.V
The Fourth Meeting of the Latin American Coporate Governance Roundtable
White Paper Chapter 5.III and 5.V
The Role of the Stakeholders and Reponsibilities of the Board

3. Relationships Suppliers Clients Employees Government Community
OWNERS
BOARD OF DIRECTORS
FISCAL COUNCIL
CEO
OFFICERS
INDEPENDENT
AUDITORS
Suppliers
Clients
Employees
Government
Community
Labor Union
Selection/Accountability
Informations
Occasional relationship
STAKEHOLDERS

5. Board of Directors Defining strategies; Electing and removing the CEO;
Defining Officers remuneration;
Supervising Officers and Management;
Selecting Independent Auditors;
Calling together Annual General Meeting
Corporate Law /76 - section 142

6. IBGC IBGC IBGC IBGC IBGC IBGC
CODE OF BEST PRACTICE OF CORPORATE GOVERNANCE

7. Best Practices
The Chairman and the CEO should be two different persons;
Experience, knowledge and diversity among board members;
Size of the Board: 5 to 9 members;
The majority of the Board should be independent;
Board member’s term of office should be one year and reelection accepted.

8. Best Practices There should be at least 6 board meetings annualy;
Annual Evaluation of the Board and/or Board Members;
The CEO should indicate Officers for approval by the Board of Directors;
Independent Auditors – selection, scope definition, fees and report practices;
Auditing or consulting;
Board Committees: audit, compensation, nominating and corporate governance.

9. Issues not considered in the White Paper
Board member’s term of office
Board Size
Board diversity (knowledge, experience and background)
Executives/board members – conflict of interests
Chairman and CEO
Executive sessions

10. Remarks
Fiscal Councils
Audit Committees
(92) - Alternate Directors