Ethics, Transparency and Good Governance
Neoenergia has as one of its values adherence to Ethical Principles guiding its conduct and that of its employees, based on integrity and compliance with the Brazilian legislation and the best business practices. Additionally, the company requires that its suppliers of goods and services adopt integrity and adhere to the principles supported by the company in its Code of Ethics and Integrity Policies.
Reflecting these commitments, for the second consecutive year, Neoenergia, was one of the 23 companies to receive the 2017 Pro-Ethics Label, an initiative of the Ministry of Transparency, Inspection and Controller General of the Union, and Ethos Institute, which recognizes companies that adopt and disseminate licit, ethical and transparent practices in their activities. It also reached the highest score in an anticorruption program and organizational transparency, coming in 1st place among the 100 largest companies and the 10 largest Brazilian banks, in the Study Transparency in Corporate Report published by Transparency International in January 2018.
To achieve its goals, Neoenergia conducted a series of initiatives under its Integrity Program approved by the Board of Directors, in line with Brazil’s anticorruption laws. These initiatives involve all the group companies. The program is coordinated by the Compliance Superintendence, responsible, among other things, for planning, conceiving, executing, maintaining and assessing the Neoenergia and its subsidiaries Integrity Program, as well as drafting and revising Codes of Conduct, policies and procedures intended to promote and reinforce a culture of integrity based on ethical business principles.
NEOENERGIA’s Corporate Governance System is inspired by and based on a commitment to ethical principles, transparency and leadership in applying good governance best practices, and is designed to be a framework for action based on principles, effective decision making, and appropriate monitoring of compliance and performance.
The governance structure consists of the Board of Directors, Fiscal Council and Executive Board, supported by Committees, which contribute to decision-making. The company’s Shareholders’ Agreement guides the actions of board members and includes a provision for them to abstain from voting on issues that could give rise to conflicts of interest. The Shareholders’ Meeting is the sovereign body with powers to decide on all business relating to the group’s business purpose, and to pass the resolutions that it thinks fit for the protection and development of the group. Its duties, form and functioning are governed by the Brazilian Corporate Law (Law No. 6.404/76) as amended.
The Company’s guidelines are based on its macro strategic plan and the organization’s strategies and goals for a five-year period (2014-2018), with an assessment of the internal and external environment aimed at meeting its principles. The plan is outlined at meetings of the Board of Directors (BoD) and transmitted to the Executive Board (EB) in its meetings. Shareholders’ Meetings allow shareholders to become involved in discussions regarding the Company guidelines, when necessary.
Within the group, compliance with these guidelines is assured by Corporate Governance, Internal Audit, Legal, Financial, Compliance and Investor Relations, which have procedures for carrying out and ensuring compliance with all corporate standards and CVM regulations. The company is a member of the IBGC (Brazilian Institute of Corporate Governance).