Corporate Governance Directives

Motiva’s Board of Directors governance model may be characterized by three main dimensions: attributions, composition and dynamics.

The roles of each – both individually and collectively – are outlined in the Company’s Corporate Governance Manual. All decisions are collective, and there is always a balance among the parties proposing, analyzing and approving the matters at hand.

An example of this dynamic is the Company’s key-post election and dismissal system. The party that proposes a person is neither the one which confirms it nor the one which approves that individual. This format allows the entire Board of Executive Directors and the members of the Board of Directors to be in full harmony regarding the decisions taken.

(1) Among the approved officers, the BD chooses one Executive Vice President (EVP)

The same process is repeated regarding the Remuneration Policy. The Board of Directors defines the CEO remuneration. The CEO suggests the Motiva and its subsidiaries‘ remuneration policy, which is approved by the Board of Directors.

The Company’s Board of Directors is currently composed of 11 members and the Board of Executive Officers is composed of 8 members.

Motiva’s Board is composed of members with academic backgrounds and professional experiences that ensure complementary technical skills, deep industry knowledge, and alignment with the Company’s values. The Board strictly adheres to legal standards regarding fiduciary duties and responsibilities, as established under Brazilian law.

Additionally, the Board of Directors is permanently supported by the following Committees:
(i) People and ESG;
(ii) Audit, Compliance, and Risk;
(iii) Strategy.

The same rules of Brazil’s Corporations Law (Law No. 6,404/76) apply to committee members, which establishes a one-tier board structure, in accordance with Brazilian legislation and the rules of the Novo Mercado.

It is worth noting that out of the 11 board members, 2 have served on the Company’s Board of Directors for over 7 years. In the past year, the attendance rate at Board meetings was 98.70%.

Board members are generally elected by shareholders at the Annual General Meeting for a two-year term and may be re-elected.

Shareholders representing at least 5% of the Company’s voting capital may request the adoption of cumulative voting, which allows each share to cast as many votes as there are board members. Shareholders may choose to concentrate their votes on a single candidate or distribute them among several.

To view the profiles of the Board members, click here.

The Board of Executive Directors is the Company‘s managing executive and representative body. The members of the Board of Executive Directors are elected for terms of two years and may be reelected. To see the bios of the executive directors, click here.