« back

download Pdf Version

1. REGULATION
1.1. The responsibilities, competencies and duties of the Sustainability 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 aims to stimulate and create mechanisms to integrate sustainability in the management process of the Company.

3. COMPOSITION
3.1. The Committee will consist of at least 3 (three) and maximum of 5 (five) 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 3 (three) 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 Board.

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. When considered necessary, the Committee may invite, communicating previously to the CEO, Directors or any of its employees to attend meetings and discuss matters relating to his area.

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

4.8. At Board meeting, the Chairman of this Committee, will report the work developed and communicate the relevant facts observed since the last explanation.

5. ATTRIBUTIONS

5.1 Advise the Board in establishing guidelines and principles for sustainable development of the Company and its subsidiaries in their four (4) pillars: social, environmental, economic and within the best practices of corporate governance.

5.2. Monitoring the development and implementation of environmental actions in the short, medium and long term.

5.3. Evaluate the guidelines and policies that discipline the management of main environmental and social risks, supporting the Audit and Risk Management Committee in the effective supervision of the controls used for their mitigation.

5.4. Analyze and approve policies relating to environment and social responsibility.

5.5. Advise in the analysis of main topics of the annual sustainability report.

5.6. Advise and recommend the main social actions implemented by the areas aiming the economic and social development of local communities.

5.7. 5.7. Ensure, along with the Directorship, wide disclose to the interested public - external and internal - of material information relating to the Company.

5.8. Evaluate and recommend membership to any agreements, national or international, related to sustainability.

5.9. Monitor and anticipate trends in sustainability global issues, such as those related to climate change issues, checking, monitoring, and evaluating products, technologies and industry process in which we operate and proposing actions or guidelines that reduce the exposure risks of the Company, when appropriate.

5.10. Evaluate new investments and partnerships from the perspective of operational sustainability and reducing the operational execution risk.

5.11. Analyze the scope of the company's operation, regarding the economic, social and environmental impacts on the communities where it operates and to propose actions to strengthening ties in the locations where the operations surrounds.

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