Eletrobras

Management and Corporate Governance

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Corporate Governance

Ethics, transparency, equality, accountability and corporate responsibility are the principles that guide our governance practices.
    

Since we are a publicly traded company with shares traded in Brazil, the United States and Spain, we comply with the requirements of the Brazilian Securities and Exchange Commission (CVM)/B3, the Securities and Exchange Commission (SEC)/New York Stock Exchange (NYSE) and the Latibex of Madrid Stock Exchange. The listing in the Corporate Governance Level 1 of BM&FBovespa, the achievement of the level of excellence in the IG-SEST indicator of the Secretariat of Coordination and Governance of State-Owned Companies (SEST) and the certification in the Corporate Governance Program for State-Owned Companies of B3 ​reinforce our commitment to the best management practices and sustainability.
    

Bylaws, policies and manuals

We develop and continually update mechanisms to strengthen our corporate governance, such as Bylaws, policies, internal regulations and manuals.
    

Access these documents here​

Download the Code of Corporate Governance Practices of Eletrobras

Download the 2020 Annual Public Policy and Corporate Governance Letter

    

Shareholdings

We lead a system composed of electric power generation, transmission and distribution companies, a holding company and a research center, in addition to half the capital of Itaipu Binacional, which is owned by Brazil.
    

Learn more about our companies

Access our shareholdings here
    

Governance bodies

Our governance structure includes the Shareholders' General Meeting, the Fiscal Council, the Board of Directors and the Board of Executive Officers. The Audit and the Board of Directors’ Supporting Committees respond to the Board of Directors.
    

Shareholders' General Meeting

There are two types of Shareholders' General Meeting: ordinary and extraordinary. The Ordinary General Meeting is mandatory and held annually, within the first four months following the end of the fiscal year. The Extraordinary General Meeting is convened as provided by law and whenever deemed appropriate by the Board of Directors.
    

Access the minutes, announcements and administration proposals of Shareholders' General Meetings of Eletrobras

Download the Manual for Participation in Shareholders' Meetings of Eletrobras
    

Fiscal Council

The Fiscal Council is formed by up to five members and relative alternates, three of whom are appointed by the majority shareholder; one, by minority shareholders holding common shares; and one, by minority shareholders holding preferred shares. They serve a term of office of two years, being allowed, at most, two renewals.​​ In compliance with the Sarbanes-Oxley Act (SOX) requirements, as the company is listed in the New York Stock Exchange, the Fiscal Council has been adapted to include one financial expert among its members, in the function of Audit Committee.
    

It holds ordinary meetings monthly and convenes extraordinary meetings whenever called by the chairman of the Board of Directors, the CEO of the company or by any of the members​ of the Fiscal Council.
    

See the members of the Fiscal Council of Eletrobras​
    

Board of Directors

The Board of Directors is formed by up to eleven members, eigth of whom are appointed by the majority shareholder; one, by minority shareholders holding common shares; one, by minority shareholders holding preferred shares; and one representing the employees.
    

They serve a term of office of two years, being allowed, at most, three renewals.​ The Board of​ Directors holds ordinary meetings every month, and convenes extraordinary meetings whenever necessary.
   

See the members of the Board of Directors of Eletrobras

Access the minutes of the Board of Directors' meetings of Eletrobras

Download the Internal Regulations of the Board of Directors of Eletrobras


Board of Executive Officers

The Board of Executive Officers is formed by six officers and one CEO, elected by the Board of Directors, with a term of office of two years, being allowed, at most, three renewals.​
    

The members of the Board of Executive Officers hold ordinary meetings every week, and convene extraordinary meetings whenever necessary.
    

See the members of the Board of Executive Officers of Eletrobras​

Download the Officers' Variable Remuneration Program
    

Audit

The Audit responds to the Board of Directors and assesses the appropriateness, efficiency and effectiveness of internal control systems, compliance with laws and internal and external normative acts and the fulfillment of plans, goals, objectives and policies established by the company.
    

Board of Directors’ Supporting Committees

Formed exclusively by members of the Board of Directors, the committees assist the board in strategic issues, in order to ensure the decisions made by the top management are technically informed. The members of the Board of Directors’ Supporting Committees are chosen after the Ordinary Shareholders' General Meeting.
    

Audit and Risks Committee​: this committee advises the Board of Directors in issues regarding accounting principles, risks and internal controls, legal claims, compliance, independent audit and proceedings with regulatory agencies (Office of the Comptroller General and the Federal Court of Accounts).

Download the Internal Regulations of the Audit Committee and Statutory Risks  


Management, People and Eligibility Committee: it advises the Board of Directors in decisions regarding policies on remuneration, people management and development of the competences of our professionals.
    

Download the Internal Regulations of the Management, People and Eligibility Committee
    

Strategy, Governance and Sustainability Committee​: it advises the Board of Directors in establishing actions focused on corporate sustainability, and on monitoring the performance through indicators that make up our sustainability platform.
    

Download the Internal Regulations of the Strategy, Governance and Sustainability Committee​
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