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CORPORATE GOVERNANCE

The streamlining of reportinginternal processes, commitment to rigorous norms of control and inclusion of another independent board member reinforced the corporate governance practices of the company, whose preferred shares were included in the Bovespa’s Business Sustainability Index (ISE).
Strengthening
Duratex continued the process of strengthening its corporate governance practices, which in the previous year had advanced significantly with the setting up of two important committees, one for Social, Environmental and Cultural Sustainability, and the other for Trading in Shares and Publication of Acts and Material Events.

The company’s adherence to the Abrasca Manual for the Control and Publication of Relevant Information, as drawn up by the Brazilian Association of Listed Companies, was aimed at guaranteeing security in the flow of privileged information. With streamlining in the reporting of its internal processes and complying with rigorous control standards, Duratex once again demonstrated the high level of its practices of corporate governance, and the responsibility assumed in its operations in all aspects of the business: economic, social and those concerning the environment. As recognition of the existence and effective implementation of actions to strengthen its practices of governance and sustainability, the company’s preferred shares were included in the Bovespa’s Business Sustainability Index (ISE) from December 1, 2008. The ISE is made up of the shares from a select group of companies that have demonstrated their degree of commitment to the sustainability of their businesses and the country. The evaluation methodology was developed by the School of Business Administration in São Paulo, and the Getúlio Vargas Foundation (FGV-EAESP).

As another way of showing its commitment to investors and market agents, Duratex adhered to the Bovespa’s Level 1 of corporate governance in May of 2005. The company even goes beyond some of the requirements for listing in this segment, such as maintaining a free-float of approximately 50% of its shares, rather than the 25% minimum. Tag-along rights are extended to preferred shareholders, which guarantee that minority shareholders receive 80% of the share price value paid by controllers in the event of the company being sold. The company also adopts a policy for the minimum distribution of dividends of 30% of adjusted net earnings. There have not been any administrative or legal suits brought against the company in the last five years, its managers or the controlling shareholder, involving the unfair treatment of minority shareholders.

To further strengthen its relationship with investors, Duratex releases information about its economic-financial performance both clearly and in detail, holding conference calls, analyst meetings and road shows in Brazil and abroad. The 22nd presentation to members of the Association of Analysts and Capital Market Investment Professionals (Apimec), was given in November 2008, after the second annual presentation given to members of the New York Society of Securities Analysts (NYSSA), in October in New York (U.S.).

Through the efforts the company makes in its employee training, Duratex also invested heavily in the adoption of the Integrated Administrative System, SAP – System Analysis and Program Development, as used by Grupo Itaúsa Industrial, the main advantage of which principal is to provide better operational control, and which makes business management more efficient and secure, as well better at combating fraud and errors during the processes. The project involves the best market practices in the documentation of the systems and will contribute to the consolidation of a more flexible and efficient integrated management model. Initiated in November 2007, it is estimated that the implementation of SAP will be finalized during 2009.