Corporate governance structure

Governance, risk management and compliance

Governance

BB Seguridade’s commitment to transparency in its relationship with the market, and especially with its minority shareholders, is ratified by the subscription to the Novo Mercado of B3 – Brasil, Bolsa, Balcão rules, which gathers companies that meet the highest governance requirements in the Brazilian market.

The company also holds the Level 1 certification in the Governance Indicator of the “Secretaria de Coordenação e Governança das Empresas Estatais (IG-SEST)”, which is a government authority that monitores and assess the compliance to laws, to regulations and to the best good corporate governance practices by the federal state-owned companies.

By adopting best corporate governance practices, BB Seguridade shows that its management is committed to transparency, accountability, fairness, and corporate responsibility, supported by the use of risk monitoring, compliance, and business tools that align the behavior and decisions of executives to the long-term interests of shareholders and the Company.

Click here to access the Bylaws, the Policies and the Code of Ethics and Conduct that guide the BB Seguridade operations.

 

Equity investments management

BB Seguridade’s decision-making and strategic process guides the actions of the investees companies pursuing sustainable results, ethical practices, and diligence in the actions of its representatives.

Thus, together with the invested companies and the private partner in each business, we seek to optimize the capital allocation and to direct the strategic decisions, through an active participation in their governance bodies and a cooperative relationship with the Boards of Directors of these companies, respecting the autonomy of the management in the execution of the strategic guidelines. Always with the strict observance of ethical and socially responsible principles, reflected in the codes of ethics and conduct of each company and of the holding company itself.

We strive to maintain a high level of maturity in corporate governance in our investees. Accordingly, we adopt measures with the companies of the group to formalize, assess the effectiveness and monitor good business practices, assisting in the improvement of the accountability process and ensuring transparency in relationships, in compliance with their corporate documents and the decisions of their governance bodies, seeking the sustainable value generation for shareholders and other stakeholders and respecting the risk parameters defined for each business.

 

Corporate Governance

 

Board of Directors

The Board of Directors, BB Seguridade’s highest management body, which sets the general direction of the Company’s business and of its controlled and affiliated companies, has strategic, guiding, elective, and supervisory attributions, not comprising operational or executive functions.

Fiscal Council

The Fiscal Council is the supervisory body that oversees the management’s acts, verifying the fulfillment of their legal and statutory duties, for the protection of the Company’s interests. The Fiscal Council exercises its attributions and responsibilities also regarding the whole-owned companies, which have adopted the single Fiscal Council regime.

Audit Committee

The Audit Committee (“Coaud”) is a statutory advisory body to the Board of Directors regarding the exercise of its auditing and oversight functions on the quality of financial statements and effectiveness of internal control systems and internal and external audits, which operates on a permanent basis, acting independently from the Company’s Executive Board. The Audit Committee also performs its duties and responsibilities with the whole-owned companies, which have adopted the single Audit Committee regime.

Related Parties Transactions Committee

The Related Parties Transactions Committee (“CTPR”) is a statutory advisory body to the Board of Directors, which operates on a permanent basis. It is incumbent upon the CTPR to analyze transactions with related parties, under certain circumstances and in accordance with the stablished in the Related Parties Transactions Policy. The approval of the matters submitted for deliberation by the Committee will be taken by 2/3 (two-thirds) of the members, and the independent member of the committee appointed by the minority shareholders has a veto power, ensuring equality and transparency, in order to assure to the shareholders, investors and other stakeholders that the Company is floowing the best corporate governance practices.

Eligibility Committee

The Eligibility Committee (“EC”) is a statutory advisory body to the Board of Directors, which operates on a permanent basis. The EC is responsible, among other activities, for providing opinions, in order to assist shareholders, on the fulfillment of requirements and the absence of restrictions on appointments of Directors and Fiscal Counselours of BB Seguridade, its subsidiaries and affiliates companies and members of the advisory committees to the Board of Directors of BB Seguridade.

Risk and Capital Committee

The Risk and Capital Committee (“Coris”) is a statutory advisory body of Board of Directors, which operates on a permanent basis, being composed exclusively of independent members. The Coris is responsible, among other activities, to advise the Board of Directors on Company’s risk and capital management, and  evaluate and report to the Board of Directors on reports dealing with risk and capital management processes.

Executive Board

The Executive Board is the collegiate and deliberative body responsible for executing the strategies of BB Seguridade. The members of the Executive Board are responsible for representing the Company and managing its business in general, as well as complying and ensuring compliance with the Bylaws, the resolutions of the General Shareholders’ Meeting and the Board of Directors, always observing best corporate governance practices.

Executive Board Advisory Committees

The role of these committees is to provide inputs to the Executive Board for decision making.

Business Committee
Its objective is to be an integrated committee of analysis, proposition of solutions, and acceleration of actions with potential to impact the fulfillment of the Company’s corporate strategy, through integration between multi-functions áreas and covering subjects such as products, new business lines development, market trends, channel development, strategy, value generation, among others.

Finance and Investments Committee
Its objective is to advise the Executive Board on strategic issues related to the company’s investments, monitoring and issuing opinions on the matters within its competence, as well as deliberating on guidelines for the asset and liabilities management, capital structure, composition of investment portfolios, categorization of financial investments, among others.

Purchasing and Contracting Committee
Its objective is to advise the Executive Board in decisions related to purchasing and contracting and deliberations on matters within its competence, such as the standard draft of contracts and Reference Terms, approval of contracts renewal and amendments, among others.

Ethic and Integrity Committee
Its objective is to assist the Executive Board in promoting ethic, integrity and responsibility in the conduct of the governance bodies’ members, employees and third parties in compliance to the laws, regulations, standards and guidelines applicable to its business. Furthermore, the Ethics and Integrity Committee is responsible for proposing the updating of the Code of Ethics and Standards of Conduct and promoting the application of the documents.

Continuity and Crisis Committee
Its purpose is to advise the Executive Board on continuity and crisis management. The committee is responsible for preparing and submitting the Crisis Management Plan to the Executive Board, proposing actions to solve problems and weaknesses that require immediate actions, deliberating on the correction of problems and weaknesses with the potential to generate imminent discontinuity, incident, or crisis, among other attributions.

 

Risk, Compliance and Integrity Management

BB Seguridade adopts the Three Lines Model for the management of risks, internal controls and compliance, focusing on the continuous improvement of structures and processes, aiming the achievement of the Company’s strategic objectives.

First-line roles are directly related to the delivery of products and/or services to clients. They cover the establishment of appropriate mechanisms for managing the risks associated with the operation.

Second-line roles, which also participates in management actions and decisions, provide assistance to the first tier, in managing risk, internal controls, and compliance, including monitoring, advising, mentoring, testing, analyzing, and reporting.

The third-line roles are performed by Internal Audit, which has unrestricted access to people, resources and information. It advises and evaluates the governance bodies on the adequacy and effectiveness of governance and risk management, internal controls, and compliance. Its independence from management ensures the necessary impartiality in planning and executing its work.

All lines work in synergy and contribute collectively to the creation and protection of value. This alignment ensures the reliability, coherence, and transparency of the information required for risk-based decision making.

  • Holding Risk Management and Controls
  • Risk Management of the Investees
  • Integrity Program

Board of Directors

The Board of Directors, BB Seguridade’s highest management body, which sets the general direction of the Company’s business, is responsible, among other attributions, for:

  • Supervising the risk management and internal control systems
  • Promoting the dissemination of the culture of risk management, internal controls and compliance
  • Ensuring adequate and sufficient resources for the exercise of risk management, internal controls and compliance activities in an independent, objective and effective way.

 

Audit Committee

The Audit Committee is a statutory advisory body to the Board of Directors, which operates on a permanent basis, acting independently from the Company’s Executive Board, and is responsible, among other functions, for:

  • Evaluating and monitoring the Company’s risk exposures
  • Supervising the activities developed in the areas of internal control, internal and external auditing
  • Monitoring the quality and integrity of the internal control mechanisms, the financial statements and the information and measurements disclosed by the Company

 

Internal Audit

Internal Audit is subordinated to the Board of Directors and is responsible for assessing the adequacy of internal controls, the effectiveness of risk management and governance processes, and the reliability of financial statements.

 

Risk and Internal Controls Management Area

Technical area, segregated from the business functions, linked to the Company’s CEO, responsible for modeling, supervising and advising the processes related to risk management, internal controls and compliance, including those related to integrity and those associated with the prevention of corruption and fraud.

BB Seguridade’s exposure to relevant risks also arises from the operations of affiliated companies. Therefore, the Company has specific structures and processes to monitor and assess the adequacy and effectiveness of governance and risk management, internal controls and compliance carried out by the companies of the group.

To fulfill the mission of protecting assets, achievements, and projects, we never lose sight of the value of reliability – creating long-term value incrementally and sustainably through straightforward and efficient management.

This is why the Integrity Program is so important. It is a set of measures to prevent, detect, punish and remedy corruption, fraud, irregularities and ethical and conduct deviations, which occurrence cause damages to the Company, with financial and reputational losses.

In addition to protecting employees, customers, and investors, an effective integrity program also protects the society.

 

Click here to access the Integrity Program.