102-24 (GRI )
Processes for nominating and selecting the highest governance body and its committees
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The election of members to compose the Board of Directors of the company must comply with the Policy for the Nomination of Members of the Board of Directors, whose objective is to determine the criteria for the composition of the Board, with due regard for the best corporate governance practices, with appropriate transparency.
The Policy is based on: (i) the corporate governance guidelines of the company’s bylaws, as amended (Bylaws); (ii) the Code of Conduct applicable to companies in the organization’s economic group, whose adoption was ratified at a meeting of the company’s Board of Directors on March 18, 2018; (iii) Law No. 6,404, of December 15, 1976, as amended; (iv) IBGC’s Code of Best Corporate Governance Practices and the Brazilian Code of Corporate Governance; and (v) the Novo Mercado Listing Rules of B3 S.A. – Brasil, Bolsa, Balcão, in force since January 2, 2018 (Novo Mercado Regulations).
Pursuant to the terms of the Policy, at least 2 members of the Board of Directors or 20% of the Board (whichever is greater) must be independent members, as defined by the B3 Novo Mercado Regulation and CVM Instruction No. 461/07, further observing that the following situations may compromise the independence of a member of the Board of Directors:
- act or have acted as an administrator or employee of the company or of the controlling group, of an independent audit firm that audits or has audited the company, or even of a non-profit entity that receives significant financial resources from the company or its related parties;
- have a spouse, partner or relative of up to second degree who acts or has acted as an administrator or employee of the company or of the controlling group, of an independent audit firm that audits or has audited the company, or even of a non-profit entity that receives significant financial resources from the company or its related parties;
- act or have acted, either directly or as a partner, shareholder, board member or director, in a relevant commercial partner of the company and/or company that may be considered a competitor of the company or its subsidiaries, provided that such performance represents a conflict of interest with that of company or its subsidiaries or affects the independence of the Board;
- have close family ties (kinship of up to four degrees) or significant personal relationships with direct or indirect controlling shareholders, non-independent Board Members or Company Directors;
- having served four consecutive terms as a Board Member in the company as the Suzano Annual General Meeting to be held in 2018.
In 2019, the Board of Directors constituted an Eligibility Committee (EC), which should be formed by three or five members. In its composition, the majority of its members must be independent members of the Board of Directors and/or external to the company, and who have independence, according to the same parameters provided for in this policy. The EC Coordinator must have renowned specialization/experience in selection processes, preferably being an external member who has the character of independence.
The EC is responsible for safeguarding the independence of Board Members classified as independent:
- evaluate and/or indicate to the Board of Directors people who, having complied with the legal requirements and those provided for in the company’s Bylaws, may be candidates for inclusion on the slate to be submitted for election by the Board of Directors to the General Meeting;
- evaluate and nominate to the Board of Directors people for positions of Board of Directors, to replace eventual vacancies of positions, until the next Annual General Meeting.
The independent Board Members nominated must have adequate training and skills to exercise the position, to be certified by the EC.
The EC may ask the nominee for the position to attend an interview to explain the requirements of this article, and the acceptance of the invitation will respect the will of the nominee.
Currently, the EC has the following composition: Nildemar Secches, Lilian Maria Ferezim Guimarães and Eduardo Nunes Gianini.
With regard to the advisory committees to the company’s Board of Directors, their respective members are directly chosen by the Board, the body to which they report, observing in this selection the rules for convening a meeting and deliberating/counting votes provided for in the company’s Bylaws. Members of the company’s Board of Directors are allowed to participate in one or more advisory committees.