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Corporate governance

Corporate governance

Corporate Governance

Corporate governance ensures that all parties involved in our process are aligned with Cipalam’s interests and objectives, significantly contributing to our growth and sustainable development, to the excellence of our products and services, and to the achievement of our corporate vision. to serve the South American market, offering a mix of steel products and services.

Our corporate governance structure, strong and very well structured, was established to manage processes, making the company increasingly perennial and solid, integrating not only the interests of shareholders and managers, but the interests of all stakeholders.

Rules of conduct and related topics

For Cipalam, transparency is essential. Integrity is a value, fostered by the partners and disseminated throughout the organization and relationships, in addition to being guaranteed by practices and assured in its code of conduct. Principles that are present in the day-to-day of the organization. Any deviation that disagrees with these values ​​or with the premises defined in this code of conduct must be registered and dealt with by the company’s ethics committee.

Our Code of Conduct is disseminated throughout the organization and freely accessible to any audience on a specific page on the company’s website. Cipalam also has policies on conflict of interest, human rights, and anti-corruption, which support the understanding and application of the Code of Conduct.

Reporting

Channel

Cipalam has a reporting channel managed by an outsourced specialist company, which guarantees confidentiality and proper treatment of all registered complaints. To access, just click on the specific page on the site.

Governance Structure

Structured in 2011, under the guidance of Fundação Dom Cabral (FDC), Cipalam’s governance is based on the best market practices. The company’s objective was to create a structure capable of disseminating the principles of transparency, equity and corporate responsibility. It is formed by the Family, Partners and Administration Councils, which are in full operation.

In 2021, Cipalam established command and decision fronts for specific themes:

– Definition of the data protection officer, ensuring proper handling of the requirements of the General Data Protection Law (LGPD).

– Formation of an LGPD committee, which meets periodically and ensures the monitoring of the program, as well as the adequacy of Cipalam to the legal requirements of the law.

– Constitution of a specific structure to manage and deal with the ESG theme (linkar para a página do site). Directly linked to the CEO, it will ensure that Cipalam advances on the subject and in the sustainability negotiations.

Administrative Board

CEO - Edilar Luciano

Organizational Development

Financial Administrative Board - Commercial Board - Industrial Board

Cipalam's decision and command structure is defined as follows:

Administrative Board

Body constituted with the participation of three independent directors and two partner-counselors: José Edélcio Drumond Alves, chairman of the board (partner); Geraldo Éder Drumond Alves (partner); Josmar Verillo (independent director); Albano Vieira (independent director), and Thomas Brull (independent director). The administrative board is responsible for advising the executive board, collectively, on various matters, including: – Ensure the fundamental beliefs, values, image, concept, and integrity of the company before the market and society. – Contribute to the balance between the interests of partners, managers, and other interested parties. – Ensuring the robustness of the strategy development process, monitoring its execution, and evaluating business performance. – Propose and monitor projects related to new businesses. – Guide and approve policies and criteria for the constitution and exit of assets that make up the investment portfolio. – Ensure the quality of the company’s management. – Ensure business risk management procedures and monitor them. – Approve the company’s organizational structure and functional policies. – Guide, approve and monitor codes of conduct and good governance practices. – Hire and dismiss independent auditors. – Examine and validate recommendations on corrective audit processes. – Approve the financial statements prepared by the board and submit the annual management reports for approval by the partners. – Authorize the provision by the company of endorsement, surety, and other guarantees in favor of the company. – Proactively contribute to the creation of new businesses, equity interests and/or business intensification. – Evaluate and propose to partners opportunities to carry out company acquisitions, mergers, incorporations, and spin-offs. – Report to the board of partners.

Board of Directors

It is made up of four members: CEO, industrial director, commercial director, and administrative-financial director, who may or may not be partners – and whose names are validated by the Board of Directors. Acting collectively, it is responsible for the general management of the company, with competence and accountability to the Board of Directors.

Currently, Cipalam’s executives are: Edilar Luciano Vitali Alves (CEO and partner), Marcos Moura (industrial director), Richard Schick (commercial director) and Ricardo Martinho (administrative-financial director).

The CEO is endowed with powers and attributions for the company’s results. It also guarantees representation of Cipalam before any government agency at the federal, state and municipal levels; in addition to managing processes, guidelines and goals, ensuring the execution of the company’s strategic planning; value chain management, promoting the development of the organization; guarantee of ombudsman processes and compliance matters; management of business risks, in alignment with the board of directors and executives, in addition to conducting communication processes and corporate practices, social and institutional relations.

The industrial board is responsible for the technical management of Cipalam’s industrial processes, comprising the production of bars and profiles, tubes, briquettes, and gases, in addition to maintenance and utilities, health and safety.

It is the responsibility of the commercial department to commercially manage Cipalam’s business, focused on the commercialization of products and co-products, marketing and digital performance.

 

The administrative-financial board is responsible for the administrative, financial management and distribution of the company’s products, having as central duties the logistics and distribution of Cipalam products, in addition to controlling, finance, supplies, PCP and IT.

Committees

They are responsible for supporting the Board of Directors:

– ESG Committee works on the definition of sustainability policies and practices in the company and evaluates the results of environmental, social and governance processes. It is made up of members of the board, leadership, and the environment.

– Ethics Committee: made up of members of the board, it handles all requests sent via the reporting channel, investigating, and implementing actions to ensure proper treatment of reports and Cipalam’s ethical commitment.

– Crisis Management Committee: acts at times that may compromise the company’s sustainability and/or reputation, preventively or correctively. Its composition varies, depending on the theme/situation, and may involve members of the Board of Directors, directors, and leaders. 

– LGPD Committee aims to ensure business compliance with the General Data Protection Law. Accompanies action plans and supports the DPO in the role of guardian of the company’s personal data.

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