Ethics, Transparency and Good Governance
Neoenergia has as one of its values the adoption of Ethical Principles, guiding its conduct and that of its employees based on the integrity and compliance with the Brazilian legislation and the best business practices.
We believe that a sustainable society is built only when there is trust, integrity and respect to the laws. Ethics is part of the decisions of the Neoenergia Group companies, guiding the development of our business and our relationships with clients, shareholders, executives, employees, suppliers, service providers, the market and public entities.
To achieve this purpose, an integrity program adhering to Brazilian anti-corruption legislation was implemented, coordinated by the Compliance Superintendence of the group. The area, in addition to being responsible for the planning, design, execution, maintenance and evaluation of the program, elaborates and reviews codes of conduct, integrity policies and related procedures and works on the identification, evaluation and mitigation of non-compliance risks. Thus, it seeks to ensure the adherence of the companies of the Neoenergia Group to the principles of legality and anti-corruption.
The main actions of the group to promote ethics and integrity are: Presidency commitment, code of ethics, supplier code of ethics, reporting channel, anti-corruption regulations, integrity reports, tax transparency report and participation in the corporate movement for integrity and transparency.
Neoenergia’s Corporate Governance System brings together the policies and principles that govern the organization, operation and relations of subsidiaries and Neoenergia, meeting the highest standards of Corporate Governance of Brazilian companies, which qualifies Neoenergia for listing its shares in the Novo Mercado of B3.
The Governance and Sustainability System, always configured in accordance with the Shareholders’ Agreement and current legislation, is inspired by the purpose of continuing to build, each day and collaboratively, a more sustainable and accessible energy model, and is based on the Bylaws which, approved by the Shareholders’ General Meeting, bring together and endorse all the key elements of the Governance and Sustainability System, the development of which is attributed to the Board of Directors, without prejudice to other powers.
The Neoenergia Group’s Purpose and Values, also gather and endorse all key elements of the Corporate Governance System, whose development is assigned to the Board of Directors, without prejudice to other competencies.
The Governance and Sustainability System is subject to a constant review process for continuous incorporation of best practices.
The governance structure consists on 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, 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 and transmitted to the Executive Board in its meetings. Shareholders’ Meetings allow shareholders to become involved in discussions regarding the Company guidelines, when necessary.
Internally, compliance with established guidelines and with the law is ensured by the joint work of the Corporate Governance, Internal Audit, Compliance, Internal Control, Legal, Financial and Investor Relations areas, which adopt best practices in execution and verification of compliance with all corporate legislation and anti-corruption and anti-money laundering legislation. In addition, the Company is affiliated to the IBGC, complying with CVM regulations and adopting the best governance practices.