Ethics, Governance and Transparency

Dialogue, transparency and active player in the participation and conduction of sector topics and topics of global interest that encourage commitments and cooperation agreements for sustainable development. Ensure the highest standards of corporate governance, aiming at full integrity and robustness of the company’s internal controls and processes and the ethical, integral and transparent conduct of all our stakeholders.

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  • Management of conflicts of interest

    Context:

    The Board of Directors, Suzano’s highest governance body, determines in its Internal Regulations (own, formal, and public instrument) the procedure to be followed in the company in the event of conflicts of interest. According to this instrument, one of the requirements for the election of Board members is the absence of conflict situations..

    Information on situations involving conflicts of interest (such as cross-board membership, holding multiple positions, and having controlling shareholders) is disclosed to stakeholders on a regular basis in Suzano’s public documents, such as the Reference Form and the 20-F Report, available on the Investor Relations website: (as determined by the laws and regulations applicable to the company and under the terms and extent provided for in each of these documents). In this sense, see the specific notes for each of the following items:

     

    • cross-board membership in other management bodies (participation in other boards, holding multiple management and board positions, etc.): cross-board membership in Suzano’s management bodies and even the existence of marital relationship, common-law marriage, or kinship up to the second degree related to Suzano’s managers, its subsidiaries and controllers are disclosed through sections 12.5 and further in the Company’s Reference Form;
    • relevant cross-shareholdings with suppliers and other stakeholders: any relevant cross-shareholdings with suppliers and other stakeholders are disclosed through section 16 (and its subsections) of the company’s Reference Form, when characterizing such suppliers and stakeholders as the company’s related parties, i.e., in order for this characterization to exist – and consequently for the relevant transactions to be disclosed in this section – any relevant cross-shareholdings must be reported;
    • existence of a controlling shareholder and/or shareholders’ agreement: information on the existence of a controlling shareholder (control) and a shareholders’ agreement involving Suzano or related to Suzano is disclosed through section 15 (and its subsections) of the Reference Form and in Item 7 – Major Shareholders and Related Party Transactions of the company’s 20-F Report;
    • Related party disclosures: Information on transactions with related parties is disclosed through Section 16 (and its subsections) of the Reference Form and in ITEM 7. Major Shareholders and Related Party Transactions of the company’s 20-F Report.

     

    Also, considering the cascading of this guideline throughout the company, we have controls and specific policies in place that address the topic in question. They are:

     

    • Code of Conduct
    • Anti-Corruption Policy
    • Integrated Risk Management Policy
    • Policy on Disciplinary Measures
    • Ombudsman Policy
    • Related Party Policy
    • Social and Environmental Investment Policy (Donations).

     

    Suzano is also a member of the Business Pact for Integrity and against Corruption, with the objective of eradicating corruption cases (including incidents of bribery) throughout the company, and thus helping to promote a more ethical and upright market. The pact is an initiative launched in 2006 and coordinated by the Ethos Institute for Business and Social Responsibility, UniEthos – Qualification and Development of Socially Responsible Management, Patri Government Relations & Public Policies, United Nations Development Programme (UNDP), United Nations Office on Drugs and Crime (UNODC), and the Brazilian Global Compact Committee.

    Additional information:

    See below the provisions of the aforementioned Internal Regulations on the topic of conflict of interests.

    “3.1.1. The members of the Company’s Board of Directors must meet the following requirements:
    (…)
    (ii) absence of conflicts of interest with the Company;”

    “4.1. For the purposes of the heading of this clause:
    (…)
    (iii) members of the Board of Directors who have conflict of interest with the Company (“Conflict of Interest” or “Conflict of Interests”), as provided in Clause 20 below, as well as those who have been elected by appointment of a competitor of the Company, shall be considered disqualified.

    “5. Except in the event of Conflict of Interest, as provided in Clauses 20, 21 and 22 below, all information and documents will only be provided or made available to all Board Members, and no Board Member or group of Board Members may receive information that is not available to the others, nor make direct contact with the company, its Directors or employees to request information and/or documents, except as provided in Clause 16 below.”

    “20. Board Members are not allowed to intervene in corporate transactions in which their interests conflict with those of the company, nor in the decisions made by the other administrators, as per the provisions of Clause 22 below. Board Members must state that they have a Conflict of Interest when they consider that any decision by the Board on a matter that is on the agenda to be voted on could result in their own benefit or that of others, with or without prejudice to the Company.

    21. Board Members who feel they have a Conflict of Interest with the Company must declare their impediment at the Board meeting or notify the Chairman of the Board, who must be made aware of their impediment, and record the nature and extent of their interest in the minutes of the Board meeting.

    22. Board Members in situations of Conflict of Interest, after declaring their impediment, may not participate in the discussion, nor vote on the matter in which they have Conflict of Interest, and must withdraw from the meeting room when the Board is to discuss such matter.”

    “24. The information sent to the Board of Directors by the Company or by third parties, concerning the matter in which a specific Board Member declares a situation of Conflict of Interest, will not be sent to such Board Member, nor will he/she be given access to such information by the other Board Members.

    25. Regardless of the notification referred to in Clause 21, should the Chairman identify a situation that could constitute a Conflict of Interest of any given Board Member with respect to any matter to be discussed by the Board, the Chairman shall notify such Board Member, so that he or she may, within the period assigned to him or her, express his or her opinion on the matter, pursuant to the provisions of Clauses 21 and 24.”