Corporate Governance is the system by which companies are directed and monitored, thus connecting the relationship between its shareholders and other stakeholders with the governance bodies of the Company (Executive Boards, Independent Auditors) in order to ensure proper alignment of the parties.

Good corporate governance practices, which basic principles are transparency, accountability, equal treatment of shareholders and social and corporate responsibility, are adopted in order to preserve and increase the company’s value, thus facilitating its access to capital and contributing to its continuity under a socially responsible attitude. 

Having the best operational processes is no longer a synonymous of competitive advantage. More efficient decision-making processes and transparency in management is what really makes the difference today. 

Therefore the implementation of good corporate governance practices is really desired in organizations, whether it is a close or open corporation, with their shares listed or not in stock exchange. That is a primary condition for an effective and professional management. 

 

Code of Ethics

The Code of Ethics of Sete Brasil is a document that gathers the principles and behaviors indicated by the company and reinforce Corporate Governance structure, making it more updated and transparent.

 

 Click to download the document.

 

 

Corporate Governance at Sete Brasil

Sete Brasil is an investment close corporation specialized in asset portfolio management targeted on the offshore oil and gas sector, especially those related to the Brazilian Pre-Sal.

The Company’s business model is constantly associating strategic partnerships with companies proficient and experienced in asset operations and whose ownership is shared between Sete Brasil and its partners. On one hand this model promotes an alignment between interests and risks among partners. On the other hand, it allocates in each company the activities they can best perform (operating vs. capital raising and generation of scale).

The Governance of Sete Brazil is based on the principles of good corporate governance, aligned with its Code of Ethics, Bylaws, Shareholders Agreement and the Brazilian corporate legislation.

Thus, for conducting of its business, Sete Brasil uses as a guide to its governance, the following basic commitments:

  • Corporate Governance policy that prioritizes transparency, loyalty, fairness and the utmost respect for the interests of all shareholders, partners and other stakeholders as they relate to the Company;
  • voluntary commitment practices that exceed fundamental principles which underlie good corporate governance - transparency, fairness, accountability and environmental and corporate responsibility;
  • additional information disclosure in relation to what is required by applicable laws and regulations;
  • implementation of sustainable development practices that exceed legal requirements, promoting the welfare and growth of the community in which it operates;
  • Human Resources development;
  • sharing its generated wealth with partners, investors and executives, ensuring a strong alignment of interests around a common goal;
  • keep the following governance bodies: Independent Audit and Executive Boards, all of them being governed by the Statutes, Shareholders Agreements and Bylaws, in addition to the Corporations Act;
  • provision in the Company's Bylaws for constitute a permanent Fiscal Council;
  • In addition to the the Brazilian corporate legislation, follow recommendations from Best Practices Codes for Corporate Governance recognized by the Capital Market, as well as regulatory bodies, such as CVM and the “Novo Mercado da Bovespa” (Bovespa New Market).

Thanks to our governance model, we have achieved a rating of investment grade by Standard & Poor's (S&P), the international rating agency for credit risk.

 

Governance Bodies

The Executive Board is responsible for the management of Sete Brasil. Their mission is to protect and enhance the assets of the Company, being their powers, duties and responsibilities of its members determined by legislation, Statutes, and their respective Bylaws, observing the provisions of the Shareholders' Agreement of the Company.

Under the shareholders of Sete Brasil, governance is made through Shareholders’ Meeting and Independent Audit.

The governance structure admits the presence of Executive Directors on the boards of subsidiaries.

The following are the governance bodies of Sete Brasil:

General Shareholders’ Meeting

The General Shareholders’ Meeting is the supreme body of the Company, with authority to decide on all matters related to the corporate business and take the necessary measures for protection, development and sustainability of the Company, analyzing and monitoring the efficiancy of the governance bodies.

The Shareholders’ Meetings take place ordinarily (AGO) once a year, according to the Corporate Act, and extraordinarily (AGE) whenever called by any of the partners or by the chairman of the Board.

Executive Board

The Executive Board, led by CEO and Investor Relations Officer, is the collegiate body, executive, representing the Company and is responsible for implementing the strategic plans, the management of corporate business in general and the daily routine of the Company.

It acts to provide other agencies with complete, accurate, well-informed and timely information, always aiming to meet the legitimate interests of the Company, with annual goals to be met.

The Executive Board consists of four executive officers: Chief Executive Officer and Investor Relations Officer, Chief Financial Officer, Operations and Partner Relations Officer and Engineering Officer, elected and removed at any time by the Board of Directors for a term of three years, and allowed reelection and the accumulation of functions of one or more directors by a single director. Also exists within the Board the figure of Legal Director, a non-statutory position. 

Independent Audit

It competes to Independent Audit to verify and judge the information and to audit the financial statements of the Company, present letters of recommendations to directors, reviews of relevant implications of fraud and errors, always with a copy of the reports to the Board of Directors and the Fiscal Council, in addition to forward copies of any material submitted to the Company to the Board.

 

Currently, the independent auditor who provide this service to the Company is the PricewaterhouseCoopers Independent Auditors.

Last updated on 2016-03-15T11:44:34

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