Desenvolvido por TheMediaGroup
Desculpe. Seu navegador não suporta o programa que fornece cotações. Por favor, atualize para uma versão mais recente.
Investor Relations / Corporate Governance

Corporate Governance
« back

1. REGIMENTO
1.1. The responsibilities, competencies and duties of the Audit and Risk Management Committee (“Committee”) of Duratex S.A. (“Company”) are defined and established in this Charter.

2. OBJECTIVES
2.1.      The Committee is a collegiate body of advice and guidance established by the Board of Directors of the Company (“Board”) and it’s responsible for:

  1. overseeing the process of internal controls and the management of risks inherent to the activities of the Company and its subsidiaries, as well as the work undertaken by Internal and External Audits; and
  2. assess the quality and integrity of financial statements.

3. COMPOSITION
3.1.      The Committee will consist of at least 3 (three) and maximum of 7 (seven) members selected by the Board among its members, who shall designate one as Chairman.

3.2. The Committee members are subject to the same duties as the Board Directors, defined in the Art. 6 of the Board Charter.

3.3.The Chairman and Chief Executive Officer will be permanent guests at the meetings of the Committee.

3.4. The function of the Committee members can not be delegated.

3.5. The election of its members will occur at the Board Meeting that is elected the Directors of the Company and the mandate will be for 1 (one) year, reelection being permitted.

3.6. In the event of vacancy in the Committee, the Board shall choose a replacement within 30 (thirty) days.

3.7. It is forbidden to members of the committee, directly or indirectly receive any compensation from the Company for the provision of consultancy services, advice or any other that configure impediment or incompatibility with the obligations and responsibilities of a Committee member.

4. OPERATION
4.1. The Committee will meet at least 4 (four) times a year, convened by its Chairman.

4.2. The agenda of the meetings will be circulated to Committee members with a minimum of five (5) working days, with copies to the Board Chairman and the Chief Executive Officer.

4.3. The deliberations of the Committee shall be taken by a majority of its members and will consist on recommendations to the Council.

4.4. The deliberations of the Committee meetings will be recorded in minutes, with copies to the Board Chairman and the Chief Executive Officer.

4.5. Will also be forwarded to the Board Chairman and Chief Executive Officer, copies of the agenda of annual meetings, and all information and studies submitted to the Committee members.

4.6. With a view to better perform its duties, the Committee will schedule and previously report to the CEO, meetings with members of the Board or any other employees of the Company, with the Independent Audit firm and with the responsible by Internal Audit, at least quarterly. These meetings will aim to discuss policies, practices and procedures adopted by the various segments and check, if any, compliance with its recommendations or clarification of their questions.

4.7. The Committee, within its powers, may engage the services of specialists, upon approval of the Board.

4.8. Quarterly, in the Board meeting that analyze the financial statements and the Company's results, the Committee, through its Chairman, will report the work developed in the period, and communicate the relevant facts observed.

5. ATTRIBUTIONS
5.1. With regard to the systems of internal controls and risk management:

  1. (i)      Discuss with the directorship in charge, the strategy used by the Company regarding the level of exposure and tolerance to risks inherent in its activities, including but not limited to the following risks:
    (i.1)   Market Risks (substitute products, aging lines, etc.);
    (i.2)   Operations Risks (operational stops, quality of preventive maintenance, fire fighting management, etc.);
    (i.3)   Credit Risks;
    (i.4)   Environmental risks, including those associated with climate change (exploration of natural resources, regulatory risks, adequacy of products, etc.) and
    (i.5)   Legal Risks

  2. Monitor the compliance with the guidelines established by the Board in order to ensure the control structure and risk management effectiveness.

  3.      Discuss, analyze and monitor systems of risk measuring and exposure limits or mitigating controls established by the Board.

  4. Analyze the risks inherent in new business and / or products developed.

  5. Discuss and analyze with the directorship in charge, guidelines and policies governing the risks management.

  6. Evaluate the effectiveness of internal controls and the process and structures for risk management of the Company and its subsidiaries.

  7. Recommend to the Board and Chief Executive Officer the correction or improvement of practices and procedures when identified risks that can be mitigated within the remit of the Committee.

  8. Determine to the Internal Audit, when deemed necessary, independent verifications aimed at measuring the effectiveness of risk management.


5.2. With regard to the financial statements:

  1. Review prior to disclosure, the Company's financial statements, also included, the accounting notes, the management report and the Independent Auditing report.

  2. Analyze, together with the Independent Auditors in respect of the financial statements: accounting principles and criteria used, the formation of the main provisions; methods of risk evaluation and its results; the main risks, changes in the scope eventually happened in the work of the Independent Audit; relevant deficiencies, if found, main failures of internal controls; effects of external factors (economic, regulatory, sector, social and environmental) in financial reporting and auditing process. The transparent disclosure of financial statements is in major topic of discussion.

  3. Analyze, together with the Independent Auditor, alternative methods of accounting treatment, if any, its effects on the financial statements and the criteria for disclosure and also the accounting treatment advised by the Independent Auditing firm.

  4. Act on the solution of divergences between the Independent Audit firm and Directorship, regarding the financial statements and financial reports.


5.3. With regard to the Internal and External Audits

  1. Forward to the Board the recommendation of the firm to be contracted to provide services of Independent Auditing.

  2. Define and disclose annually, according to the rules of the Federal Accounting Council, the list of services that can not be provided to the Company by the firm responsible for auditing the financial statements, because they affect their independence and / or objectivity. Also disclose and establish services whose hiring is already pre-approved, and those others who must first be submitted for approval by this Committee.

  3. Proceed annually a formal evaluation of Internal and External Audits, analyzing mainly, aspects relating to quality, objectivity, independence and effectiveness of the work.

  4. Meet, discuss and monitor the plan and scope of work to be developed by the External Audit.

  5. Supervise the operation, planning and results of the audit work and the technical skills of the Internal Audit staff.

6. EVALUATION
6.1. The Committee will conduct, formal and annually, your self-evaluation addressing the activities developed by the Committee during the period, which will be submitted to the analysis of the Board.

7. AMENDMENTS
7.1. This Charter may be revised if a majority of the Committee members understand relevant, whose amendments may be submitted to the analysis and approval by the Board.

Updated on July, 2010