Ethics, Transparency and Good Governance

 

One of Neoenergia’s values is Integrity. Our conduct and that of our employees is based on ethical principles and compliance with Brazilian law and best corporate practices. We would stress too that our suppliers of goods and services practice integrity and observe the principles defended by the company in its Code of Ethics and Integrity Policies.

 

In the light of this commitment, Neoenergia was one of the 25 companies, among 295 which applied, to be awarded the Pró-Ética Seal 2016, an initiative of the Ministry of Transparency, Inspection and Office of the Comptroller-General and the Instituto Ethos for the recognition of companies which adopt and disseminate legal, ethical and transparent practices in their operations.

 

To achieve its ends, Neoenergia has carried out 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 Superintendence of Compliance, which was set up in 2014 and is responsible, among other things, for planning, conceiving, executing, maintaining and assessing the Integrity Program of Neoenergia and its subsidiaries, 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.

 

The corporate governance practices of the Neoenergia Group are intended to ensure transparency and fairness in business, and respect for the rights of stakeholders, according to the guidelines of the Brazilian Institute of Corporate Governance (IBGC). This model allows us to take advantage of business synergies between group companies and to centralize processes, practices and policies.

 

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 which it thinks fit in defending and developing 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, are aimed at meeting its principles. The plan is outlined at meetings of the Board of Directors (CA) and transmitted to the Executive Board at its own meetings (RD). Shareholders’ Meetings allow shareholders to become involved in discussions of the Company guidelines when necessary.

 

Within the group, compliance with these guidelines is assured by the areas of Corporate Governance, Internal Audit, Legal, Financial, Compliance and Investor Relations, which have procedures for carrying out and ensuring the observance of all corporate standards and CVM regulations. The company is a member of the IBGC (Brazilian Institute of Corporate Governance).