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spencer stuart2
header (section title) — (remove when section header present)
About Spencer StuArt boArd ServiceS
At Spencer Stuart, we know how much leadership matters. We are trusted by organizations around the world to help them make the senior-level leadership decisions that have a lasting impact on their enterprises. Through our executive search, board and leadership advisory services, we help build and enhance high-performing teams for select clients ranging from major multinationals to emerging companies to nonprofit institutions.
Privately held since 1956, we focus on delivering knowledge, insight and results through the collaborative efforts of a team of experts — now spanning 56 offices, 30 countries and more than 50 practice special-ties. Boards and leaders consistently turn to Spencer Stuart to help address their evolving leadership needs in areas such as senior-level executive search, board recruitment, board effectiveness, succession planning, in-depth senior management assessment and many other facets of organizational effectiveness.
For more than 30 years, our Board Practice has helped boards around the world identify and recruit inde-pendent directors and provided advice to chairmen, CEOs and nominating committees on important gover-nance issues. We serve a range of organizations across geographies and scale, from leading multinationals to smaller organizations. In the past year alone, we conducted more than 600 director searches worldwide, and in North America one-third of those assignments were for companies with revenues under $1 billion.
Our global team of board experts works together to ensure that our clients have unrivaled access to the best existing and potential director talent, and regularly assists boards in increasing the diversity of their composition. We have helped place women in more than 1,600 board director roles and recruited roughly 600 minority directors around the world.
In addition to our work with clients, Spencer Stuart has long played an active role in corporate governance by exploring — both on our own and with other prestigious institutions — key concerns of boards and innovative solutions to the challenges facing them. Publishing the Spencer Stuart Board Index (SSBI), now in its 31st edition, is just one of our many ongoing efforts.
Each year, we sponsor and participate in several acclaimed director education programs including:
» The New York Stock Exchange (NYSE) Annual Boardroom Summit & Peer Exchange hosted by NYSE Governance Services
» The Global Board Leaders’ Summit hosted by the National Association of Corporate Directors
» The Global Institutes sponsored by the WomenCorporateDirectors (WCD) Foundation
» The Corporate Governance Conference at Northwestern University’s Kellogg School of Management
» The New Directors Program, a unique two-year development program designed to provide first-time, non-executive directors with an exclusive forum for peer dialogue on key issues and “unwritten rules” of corporate boards, produced in partnership with the Boston Consulting Group, Frederick W. Cook & Co., Gibson Dunn, Lazard and PricewaterhouseCoopers
Social Media @ Spencer StuartStay up to date on the trends and topics that are relevant to your business and career.
© 2017 Spencer Stuart. All rights reserved. For information about copying, distributing and displaying this work, contact: [email protected].
@Spencer Stuart
Contents
1 introduction
3 Methodological Notes
4 About BM&FBDVESPA Requirements
5 boArd compoSition
5 New Directors
5 Gender Diversity
7 International Representation
8 Board Size
8 Average Age
9 Director Independence
10 Executive Director
10 Outside Board Service
10 Board Term Length
11 Combined Chairman and CEO Role
11 Board Meetings
12 Board Committees
13 compenSAtion
13 Director Compensation
14 compArAtive boArd dAtA
spencer stuart1
IntroductionCorporate governance and, as a direct consequence, boards have received growing attention from stakeholders over the past several years. This international trend has finally crystallized in Brazil, with the country facing structural economic challenges and companies facing business and governance challenges. Ethics, risk management, succession, sustainability, long-term strategy and business performance are among the most relevant issues discussed by boards in the country.
Although more recent and still less visible than in other countries, shareholder activism has become another aspect of capital markets in Brazil. Traditional investors have also increased pressure on boards on key governance issues, as have other stakeholders such as the government, local communities, media, etc.
As a result, the time demands on board directors are escalating. A few years ago, it was common practice for boards to have four meetings a year, each taking approximately three hours. Meanwhile, the number of board committees was limited to one or two; and, in many companies, the directors did not participate in committees at all, or dedicated very little time to them.
The reality today is completely different: the frequency of board meetings in Brazil is very high, an astonishing 15.1 on average, driven in part by extraordinary meetings. Meetings are also taking more time — at least 50% more time than a few years ago. Boards now have 2.3 committees on average, an increase from 2.1 the previous year. Board directors now participate in (and dedicate more time to) committees, which are frequently led by a board member, as they should be. As the time commitment for board service has increased, so has director compensation, although there is great variance even among similar boards.
Board composition has become an area of increasing scrutiny. There is both progress and significant room for improvement in Brazil; the number of independent directors has increased markedly from last year’s board index of 26% to 31% of all board members. Gender diversity, by contrast, seems to be stuck around 7%. Other areas for improvement include the number of foreign directors and the functional backgrounds of directors, since many boards continue to have a strong concentration of financial profiles, for example.
31%Independent directors on
Brazil boards
Brazil Board index 2016 2
Board assessment is becoming better known and more broadly used, yet in a somewhat “lighter” version of what could be considered a full board assessment. A robust board assessment typically looks at a broad set of considerations, such as board composition, the agenda, and the dedication and contributions of individual directors. Few boards expand their assessments to include the committees and the chairman. Nevertheless, there is a welcome trend toward making board assessment common practice.
This issue of the Brazil Board Index includes governance data from 179 companies listed in special segments of Corporate Governance of BM&FBovespa: 129 companies in the New Market; 21 companies in Level 2; and 29 companies in Level 1. Companies in these segments adhere to more rigid rules of corporate governance that go beyond the obligations of the Brazilian Law of Corporations (Lei das Sociedades Anônimas).
The companies included in the 2016 index are largely the same as in the 2015 index, with the following changes:
» Three companies changed names — Abril Educação is now Somos Educação, HRT Participações is now PetroRio and Renar Maçãs is now Pomi Frutas.
» Two companies are new to the index: AES Tietê, which entered Level 2; and FPC Par Corretora de Seguros, which entered the New Market.
» Five companies left the stock exchange or special segments as a result of mergers or acquisitions: Banco Industrial e Comercial, Bematech, Cia. Providencia, Diagnósticos da America (DASA) and Tempo Participações.
Number of Companies
New Market Level 2 Level 1 Total
2015 132 20 30 182
2016 129 21 29 179
The main focus of the index is on board composition and remuneration practices of Brazil companies in these three segments. We also include comparisons with 16 other countries, which are intended to provide a broader view of board practices and corporate governance best practices.
The 2016 index includes an analysis of 1,648 board positions, approximately 3% more than in 2015. Eleven percent are chairs and 7% are vice chairs. Directors (64%) and alternates (18%) are the most common positions. One company did not provide the chair name, and one company has three co-chairs.
Number of Board Positions
New Market Level 2 Level 1 Total
2015 1,077 216 309 1,602
2016 1,092 229 327 1,648
Chairmen 130 21 29 180
Vice Chairmen 88 12 20 120
Members 874 196 278 1,348
Total 1,092 229 327 1,648
spencer stuart3
introduction
The companies and directors included in the index reflect a good distribution of industry sectors.
Industry Chairmen Vice Chairmen Members Total
Consumer Goods, Services & Retail 23 14 148 185
Education, Nonprofit & Public Policy 4 4 26 34
Financial Services 35 26 221 282
Industrial (includes Oil & Gas) 95 62 797 954
Life Sciences 7 5 62 74
Professional Services 10 6 52 68
Technology, Communications & Media 6 3 42 51
Total 180 120 1,348 1,648
methodologicAl noteSInformation was taken from year-end data (31 December, 2015), and data were analyzed between July and September of 2016, including the averages for each segment and for the three segments combined.
The source of the data are companies’ latest published annual reports (Reference Forms for 2015) presented to the CVM (Securities and Exchange Commission of Brazil), the regulatory authority for listed companies in Brazil.
Care was taken to provide comparable data in 2015 and 2016, and collected from the official sources. It is not possible to independently guarantee that the information provided is complete, accurate or error free.
Proprietary data from Spencer Stuart’s databases, including the comparative data from other countries, were also used for international comparisons. All compensation values appear in U.S. dollars as of July 15, 2016, converted by BACEN (Brazil Central Bank) exchange rates.
Constituent companies of Spencer Stuart EMEA & U.S. Board Indexes
Countries Stock Exchange Number of Companies
Belgium BeL20, BelMid 53
Brazil BM&FBovespa New Market, Level 2, Level 1 179
Denmark OMX Copenhagen 25
Finland OMX Helsinki 25
France CAC40 40
Germany DAX30 30
Italy 37 (FTSE MIB) and 63 (Mid Cap, Small Cap, others) 100
Netherlands AEX 25
Norway OBX 25
Russia Top companies from Expert 400 47
Spain IBEX-35 + top companies by market cap 95
South Africa JSE Top 40 + top companies by market cap + select SOEs 79
Sweden OMX Stockholm 50
Switzerland SMI 20 20
Turkey BIST 30 30
U.S. S&P 500 486
United Kingdom FTSE100, plus top 50 FTSE250 150
Brazil Board index 2016 4
About bm&FboveSpA requirementSCompanies in the special listing segments adhere to rigid rules of corporate governance that go beyond the obligations of the Brazilian Law of Corporations (Lei das Sociedades Anônimas).
BM&FBovespa Regulation New Market Level 2 Level 1
Com
pani
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Issued shares Only common stock
Common and preferred stock (with additional duties)
Common and preferred stock (as per legislation)
Minimum percentage of outstanding shares (free float)
At least 25% free float
Public distributions of shares Share dispersion efforts
Prohibition to statutory provisionsLimitation of less than 5% of the voting capital, qualified quorum and “immutable clauses”
There is no regulation
Grant of tag-along rights 100% for common shares100% for common and preferred shares
80% for common shares (as per legislation)
Tender offer of share purchasing for at least their economic value
Compulsory in case of registration canceling or segment exit
As per legislation in force
Becoming a member of the Market Arbitration Chamber
Mandatory Optional
Financial statements Translated into English As per legislation in force
Annual public meeting Mandatory
Calendar of corporate events Mandatory
Additional disclosure of information Securities negotiation policy and code of conduct
Boa
rd o
f Dire
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s CompositionMinimum of 5 members, of which at least 20% must be independent
Minimum of 3 members (according to law)
Term Unified term of up to 2 years, reelection alllowed
Prohibition of accumulation of positions
Chairman of the board and chief executive officer or chief executive by the same person (a grace period of 3 years from accession)
ObligationsDemonstration on any public offer for the acquisition of company shares
There is no regulation
spencer stuart5
Board composition
new directorS » BM&FBovespa companies elected 179 new members in 2015, representing 10.9% of all board directors.
The Brazilian average is lower than the international average.
Global View: New director representation B
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% new board members
(int’l average = 14)10.9 12.5 15 15 8 10.3 18.2 16.8 21 19 9.6 14 9 11.7 16 14.4 7.1
» New board directors are younger on average than the overall director pool. The average age of new board members is 51, compared with 56 for all directors. The oldest new member is 84, and the youngest is 26.
» Only 3% of the new directors hold executive positions in the company, compared with 7% of all board members.
» Thirty-five percent of the new board members are independent; by comparison, 30.9% of all board members are independent. New directors are more likely to be independent in Level 2 (36%) and in Level 1 (38%), significantly higher than the overall pool of directors in these segments (31% and 15%, respectively). Since Level 1 has no legal requirement for the minimum number of independent members, the 38% among new members is quite relevant.
» Nearly 65% of the new directors come from industrial sector. Others are from consumer goods, services and retail (11%); financial services (10%); technology, communications and media (6%); life sciences and professional services (4% each); and education, nonprofit and public policy (2%).
» Among the new members, nine are board chairs, representing 5% of all chairs. All of the newly appointed chairs are men, just one is independent and one is a non-Brazilian citizen.
» There are also seven vice chairs (6% of all vice chairs). All of them are men and non-independent.
gender diverSity » Women continue to be underrepresented in boardrooms. Women represent just 7.3% of all
members, nearly unchanged from last year (7.2%). Level 2 boards have the highest percentage of female directors, 9.2%, while Level 1 boards have the lowest, 6.7%. Excluding the alternate female members, only 5.8% of board members are women.
» Fifty-seven percent of the female directors come from the industrial sector, followed by 15% in both financial services and consumer goods. Considering all directors, women represent 7% or less in the other industries.
Brazil Board index 2016 6
Female representation by industry sector Industry New Market Level 2 Level 1 Total
Consumer Goods, Services & Retail 14 2 2 18
Education, Nonprofit & Public Policy 4 - - 4
Financial Services 11 2 5 18
Industrial (Includes Oil & Gas) 39 15 14 68
Life Sciences 5 - - 5
Professional Services 2 2 - 4
Technology, Communications & Media 2 - 1 3
Total 77 21 22 120
» Compared with other countries, Brazil has one of the lowest percentages of female directors — lower than the international average of 22% and well below Norway (42%), which has the highest representation of women on boards.
Global View: Female director representation
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% female directors among
all directors (int’l average = 22)
7.3 24.2 23 30 34.3 N/A 22.4 21.6 42 7.6 20.9 14 35 19.8 9.5 23 19.8
» Some 11.7% of newly elected members are women, significantly higher than female representation among all directors (7.3%). Level 2 companies have the highest percentage of new female directors, 17.9%.
» The average number of women on boards is 0.7, compared with 8.5 men.
» Nearly 44% of boards have at least one female member, and 17% have two or more women. Seven boards (4%) have three or more women.
» In contrast with other countries, Brazil has one of the lowest rates of female participation on boards. Eighty-eight percent of companies internationally have at least one woman on their boards. In eight countries, all or nearly all major company boards have one or more female members.
spencer stuart7
Board composition
Global View: Companies with female directors
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% companies with at least one woman director (int’l average = 85)
43.6 96.2 88 100 100 93 96 80 96 38 97.5 74 100 90 57 99.3 97.3
» Only two women serve as board chair (one in a consumer goods company and the other in a financial services company). Both are Brazilian and non-independents. The female chairs are aged 58 and 68; the average age of all chairs is 61.2.
» Five women serve in the role of vice chair. They are also Brazilians and non-independents; one of them holds an executive position in the company. The average age of the female vice chairs is 63.6, older than the average age for the male vice chairs (55.9) and the average age for all the vice chairs (56.2).
» Three companies have a female CEO, representing 1.6% of all companies.
internAtionAl repreSentAtion » Some 10.2% of Brazilian board members are foreign directors, an increase from 9.4% last year. Non-
Brazilian directors come from 34 different countries.
» Almost one-quarter (23%) of foreign directors are American, followed by French (13%), Argentine (8%), Portuguese (6.5%) and Italian (5.3%) directors. Other countries represent less than 5% of the foreign directors.
» Participation by South Americans and Asians on Brazil boards rose by 50%, accounting for 30% of all foreign members. Directors from Oceania, Africa, Central America and the Caribbean account for only 4% of foreigners.
» Brazilian boards have among the lowest percentages of foreign directors among all countries.
Global View: Representation of foreign directors
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% foreign directors among
all directors (int’l average = 28)
10.2 32.6 42 35 33 N/A 7.7 42.7 29.6 22.2 21.3 12.5 24 62 15 32.1 N/A
» Thirty-nine percent of Brazilian boards have at least one foreign member, and 21% have two or more. Twenty-five boards (14%) have three or more foreigners.
» Three of the foreign directors hold an executive position in their companies: two CEOs and one global marketing and innovation president. Seven percent of the foreigners are chairmen, and another 7% are vice chairmen.
» Only 20% of the foreigners are independent directors; many of the others represent large shareholders.
Brazil Board index 2016 8
boArd Size » Brazilian boards have as few as three members and as many as 29. The average board size is 9.2
members, up from 8.8 in our 2015 report.
» Thirty-eight percent of all boards have six to eight members. The largest boards (13 or more members) represent 17% of all boards, while the smallest boards (5 or fewer members) represent 18% of the companies.
Average Board Size New Market Level 2 Level 1 Total
5 or less 28 1 3 32
6 – 8 50 10 9 69
9 – 12 34 4 9 47
13 or more 17 6 8 31
Total 129 21 29 179
AverAge Age » Seventy-five percent of Brazilian board members are between 40 and 69 years old. The youngest
director, aged 26, serves on a New Market company board; the two oldest board members, aged 90, serve on companies in Levels 2 and 1.
» The average age of Brazilian board members is slightly lower than the international average.
Global View: Average age of directors
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Avg. age – all members
(int’l average = 57.5)55.9 56.9 57.2 57.3 59.7 N/A 58.9 58.7 55.3 53.1 56.8 60 57.3 60.5 57.6 57.5 N/A
spencer stuart9
Board composition
director independenceAccording to CVM requirements, the independent directors must not maintain connections with (i) the company, the controllers or controlled subsidiaries; (ii) the administration bodies of the company, the controllers or subsidiaries; (iii) members who hold 10% or more of the voting capital. The independent directors should not be authorized to operate in the firm market. In the independence context, and for period of one-year, a connection is considered:
– Any employment relationship or related to the provision of professional services, or participation in any administrative, consultative, fiscal or deliberative administration body;
– Having a direct or indirect participation, in a percentage equal to or greater than 10% of the total capital or the voting capital;
– Being a spouse, partner or relative until the second degree.
» Independent directors now represent 30.9% of all board members. New Market and Level 2 boards, which are required to have at least 20% independent directors, have 36% and 31% independent members, respectively. Level 1 boards, which do not have a minimum requirement for independence, have a significantly lower rate (15%).
» Between 2015 and 2016, there was a five-percentage point increase in the total number of independent directors, mainly driven by an increase in the number of independent directors on Level 1 boards, from 8% to 15%.
» Brazil has the lowest average number of independent members on boards, far below the international average:
Global View: Independent directors
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Avg. # independent
members (int’l average = 5.8)
2.8 4.4 4.6 6.4 8.4 N/A 5.8 7.2 4.7 3.6 7.2 4.2 5 9.1 3.2 6.3 9.1
» Among the 509 independent members, 20 are chairmen (4%) and 11 are vice chairmen (2%).
Number of Independent Members
New Market Level 2 Level 1 Total
Chairmen 16 4 - 20
Vice Chairmen 9 2 - 11
Members 364 65 49 478
Total 389 71 49 509
Brazil Board index 2016 10
executive directorS » Only 6.9% of all board members hold executive positions in their companies. Level 2 company boards
have a higher rate of executive members (10%). The most common executive positions are CEOs (63%) and vice presidents (22%).
» Brazilian companies have an average of 8.6 non-executive members, similar to the international average.
Global View: Non-executive members
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Avg. # non-executive members
(int’l average = 7.7)
8.6 7.8 6 6.6 11.2 7.3 9.3 6.9 4.8 7.1 8.6 8.6 6.4 9.8 8.7 6.7 N/A
outSide boArd ServiceJust over half (51.5%) of Brazilian board directors serve on other Brazilian boards. 4.2% of board directors report that they serve on boards outside Brazil. Percentages may not fully reflect directors’ total outside board activity since boards are not required to report directors’ other board commitments.
boArd term length » All companies meet the CVM requirement on unified terms of no more than two years. One Level 1
company does not meet this requirement.
» Seventy-three percent of all boards have mandates of two years. Level 1 has the lowest percentage with two-year mandates at 65%.
spencer stuart11
Board composition
combined chAirmAn And ceo roleS » 178 out of 179 companies meet the CVM rules requiring the separation of the chairman and CEO positions.
There is, however, one New Market company that combines the roles.
» The Brazilian percentage of boards combining the CEO and chairman roles is one of the lowest among all countries.
Global View: Combined chair and CEO roles
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% Combined CEO & Chairman
(int’l average = 15.8)0 7.5 N/A N/A 62.5 0 22 4 N/A 0 5.1 57 0 0 7 1.3 52
boArd meetingS » On average, boards met 15.1 times in 2015, with no difference between the three segments. Special
meetings exceeded regular meetings in all segments. On average, boards held 8.7 special meetings and 6.4 ordinary meetings. Many of the special meetings were related to merger and acquisition activity and/or restructuring activities.
» Brazilian companies met as few as two times and as many as 113 times (109 special). Almost 60% of the companies met 10 to 16 times a year.
Board Meetings: Total meetings per year
» Brazilian boards have one of the highest average number of meetings, above the international average of 9.9.
25 or more
20 – 2415 – 1910 – 145 – 94 or fewer meetings
7%
15%
32%25%
13%
7%
Brazil Board index 2016 12
Global View: Board meetings
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Avg. # board meetings per year (int’l average = 9.9)
15.1 9.5 9.3 10.6 9 6.5 11.1 8.5 10.9 6.8 6.1 10.7 9.4 9.9 20 7.6 8.1
boArd committeeS » On average, Brazilian boards have 2.3 standing committees, compared with 2.1 in our 2015 report,
representing an increase of 9.5%. Level 1 boards average 2.6 committees per board, a 23.8% increase.
» A little over half (54.2%) of boards have one to three committees, while 23.5% have four or more. More than one-fifth of boards (22.3%) have no board committees.
Companies and number of committees
Number of Committees New Market Level 2 Level 1 Total
0 29 4 7 40
1 – 2 41 7 6 54
3 – 4 51 6 12 69
5 or more 8 4 4 16
Total 129 21 29 179
» The remuneration, succession and human resources committee and audit committee are the most common; 51.9% of Brazilian companies have these committees, representing increases of 6.1% and 23.8% over last year, respectively. The third most common committee is the finance and investment committee (26.8%), with an increase of 12.5% over our 2015 report.
Number of companies with specific committees
Board Committees 2015 2016
Remuneration, Succession & HR 90 93
Audit 77 93
Finance & Investments 44 48
Risks 33 30
Strategy 25 24
Corporate Governance 17 20
Sustainability 14 14
Ethics 9 10
Others 68 84
Total 377 416
spencer stuart13
compensation
director compenSAtion » Companies in the three segments disclose information about member compensation on an aggregated
basis. In order to preserve individual rights to privacy and security, and supported by a jurisdictional decision, some companies do not provide the individual information (regardless mandatory and specific determination).
» Fixed annual compensation includes the base compensation, benefits, fees for participation in committees and other fixed expenses, while variable annual compensation reflects bonuses, profit-sharing, variable expenses and fees for participation in meetings and commissions.
» All values were taken in Brazilian Reais (R$) from year-end data (31 December, 2015) and converted to US Dollars (US$) in accordance with the Brazilian Central Bank (BACEN — Banco Central do Brasil). The exchange rates (from BACEN Ptax Transaction) are calculated as a simple arithmetic average of the daily rates, and selling rates were chosen. The amounts for 2015 were updated for 2016 exchange rates, considering the variation on year-end data for 2015 and 2016. In July 15th, US$ 1 was equivalent to R$ 3.2650.
» The average total compensation for Brazilian members is $137,789, 22% higher than the average in our 2015 index. Compensation for New Market directors increased the most (38%), while Level 1 board compensation had the smallest increase, 2%. The individual average fixed fee for board members ranges from $905 to $1,407,498.
Average Total Compensation: US Dollars ($) and Brazilian Reais (R$)
$ Average compensation
New Market Level 2 Level 1 Total
US $ R$ US $ R$ US $ R$ US $ R$
2015 83.921 274.002 160.704 524.700 205.442 670.768 113.000 368.946
2016 115.885 378.365 171.271 559.199 209.145 682.860 137.789 449.881
» Most of the companies apply fixed remuneration to members (93%), with Level 1 companies even more likely to have fixed remuneration (97%). Eighteen percent of companies have variable remuneration; Level 1 also has the highest percentage (31%) of companies applying variable remuneration.
» Other types of compensation are even less applied, such as post-employment compensation (6%), also driven by Level 1 (21%). Remuneration for term ending is used in 11% of companies.
Brazil Board index 2016 14
Comparative Board Data
spencer stuart15
Company name
Bm&F Listing
segment
totaL DireCtors
(inCLuDe aLternates)
inDepenDent
DireCtors
new DireCtors
FemaLe DireCtors
Foreign DireCtorsexeCutive DireCtors
average age
(aLL DireCtors)
average age oF
Chairm
an
BoarD term Length
totaL BoarD
meetings
reguLar BoarD
meetings
speCiaL BoarD
meetings
BoarD Comm
ittees
us$ totaL
Compensation
(1 us$ = r$ 3.2650)
Comparative Board Data
Company name
Bm&F Listing
segment
totaL DireCtors
(inCLuDe aLternates)
inDepenDent
DireCtors
new DireCtors
FemaLe DireCtors
Foreign DireCtorsexeCutive DireCtors
average age
(aLL DireCtors)
average age oF
Chairm
an
BoarD term Length
totaL BoarD
meetings
reguLar BoarD
meetings
speCiaL BoarD
meetings
BoarD Comm
ittees
us$ totaL
Compensation
(1 us$ = r$ 3.2650)
conSumer goodS, Service & retAilALPARGATAS Level 1 11 0 0 1 1 0 50.4 59.0 2 8 6 2 2 771,822
AREZZO INDÚSTRIA E COMÉRCIO New Market 10 5 0 2 0 0 55.9 62.0 2 14 4 10 3 617,458
B2W - COMPANHIA DIGITAL New Market 7 3 1 0 0 0 52.3 N/I 2 11 3 8 3 261,868
BRF New Market 9 5 1 0 0 0 61.7 80.0 2 22 12 10 4 3,916,935
CIA BRASILEIRA DE DISTRIBUICAO Level 1 11 4 2 1 6 1 57.5 67.0 2 15 6 9 5 1,232,255
CIA HERING New Market 9 5 2 1 1 1 56.7 74.0 2 10 10 0 2 737,666
GRENDENE New Market 6 1 0 0 0 0 64.5 66.0 2 4 4 0 0 301,378
HYPERMARCAS New Market 10 3 0 1 3 1 56.1 64.0 2 11 4 7 2 60,959
JBS New Market 8 2 0 0 1 2 57.3 44.0 2 15 5 10 4 639,510
LOJAS RENNER New Market 8 6 0 1 0 1 59.3 66.0 1 18 16 2 4 919,949
MAGAZINE LUIZA New Market 7 2 2 2 0 0 68.4 68.0 1 15 4 11 4 246,677
MARFRIG GLOBAL FOODS New Market 9 5 0 1 2 0 56.1 46.0 2 4 1 3 4 1,987,482
MARISA LOJAS New Market 6 2 1 2 0 0 63.0 62.0 1 7 4 3 4 336,447
MINERVA New Market 10 2 3 0 3 0 60.9 76.0 2 23 4 19 1 734,577
NATURA COSMETICOS New Market 9 5 2 2 1 0 57.9 68.3 1 10 4 6 4 1,759,479
RESTOQUE COMÉRCIO E CONFECÇÕES DE ROUPAS New Market 9 2 0 0 1 0 54.0 49.0 2 12 4 8 4 1,406,738
SARAIVA LIVREIROS EDITORES Level 2 7 4 3 2 0 1 61.3 76.0 1 11 11 0 0 880,856
SPRINGS GLOBAL PARTICIPACOES New Market 9 4 0 0 1 1 53.1 48.0 1 4 4 0 0 89,716
TECHNOS New Market 9 4 0 0 0 55.2 70.0 2 4 4 0 0 N/I
UNICASA INDÚSTRIA DE MÓVEIS New Market 5 1 1 0 0 1 50.2 63.0 1 5 5 0 0 4,900
VIA VAREJO Level 2 9 2 0 0 3 52.2 61.0 2 13 8 5 3 177,029
VIGOR ALIMENTOS New Market 7 4 1 2 1 0 54.6 46.0 2 7 4 3 3 220,521
Total Consumer Goods, Service & Retail — Average 8.4 3.4 1.7 1.5 2.0 1.1 57.2 62.6 1.7 11.0 5.8 7.3 3.3 824,011
educAtion, nonproFit & public policyGAEC EDUCAÇÃO New Market 11 1 0 2 0 1 50.2 85.0 2 13 12 1 3 61,746
KROTON EDUCACIONAL New Market 9 2 1 2 0 0 69.8 84.0 2 19 4 15 4 1,487,995
SER EDUCACIONAL New Market 5 2 0 0 0 1 54.2 52.0 2 15 4 11 3 834,394
SOMOS EDUCAÇÃO New Market 9 3 2 0 2 0 42.1 38.0 2 13 4 9 2 158,532
Total Education, Nonprofit & Public Policy - Average 8.5 2.0 1.5 2.0 2.0 1.0 54.1 64.8 1.9 15.0 6.0 9.0 3.0 635,667
FinAnciAl ServiceSALIANSCE SHOPPING CENTERS New Market 6 2 0 0 2 2 60.3 70.0 1 14 4 10 3 75,747
BB SEGURIDADE PARTICIPAÇÕES New Market 6 1 0 2 0 1 46.8 45.0 2 22 11 11 3 76,221
BCO ABC BRASIL Level 2 7 2 0 0 4 0 56.7 60.0 2 18 6 12 4 1,391,923
BCO BRADESCO Level 1 8 0 0 1 0 1 68.3 90.0 1 17 4 13 3 17,098,980
BCO BRASIL New Market 8 2 0 1 0 1 50.3 50.0 2 23 12 11 4 150,305
BCO DAYCOVAL Level 2 6 2 0 0 1 2 53.7 76.0 2 12 4 8 2 8,444,990
BCO ESTADO DO RIO GRANDE DO SUL Level 1 9 3 1 1 0 2 61.7 57.0 2 18 12 6 1 169,200
BCO INDUSVAL Level 2 8 2 0 0 0 2 66.4 68.0 2 5 4 1 1 136,907
BCO PAN Level 1 13 4 0 1 0 0 55.4 58.0 2 14 8 6 4 875,957
BCO PINE Level 2 7 2 1 1 0 1 50.6 39.0 2 2 1 1 10 541,842
BCO SOFISA Level 2 6 3 0 0 0 2 62.2 56.0 2 8 8 0 9 1,229,127
Brazil Board index 2016 16
Company name
Bm&F Listing
segment
totaL DireCtors
(inCLuDe aLternates)
inDepenDent
DireCtors
new DireCtors
FemaLe DireCtors
Foreign DireCtorsexeCutive DireCtors
average age
(aLL DireCtors)
average age oF
Chairm
an
BoarD term Length
totaL BoarD
meetings
reguLar BoarD
meetings
speCiaL BoarD
meetings
BoarD Comm
ittees
us$ totaL
Compensation
(1 us$ = r$ 3.2650)
FinAnciAl ServiceS (continued)BMFBOVESPA BOLSA VALORES MERC FUT New Market 11 7 1 1 1 0 57.5 63.0 2 11 6 5 6 2,369,741
BR INSURANCE CORRETORA DE SEGUROS New Market 5 4 0 0 0 1 40.0 40.0 1 23 12 11 2 585,838
BR MALLS PARTICIPACOES New Market 7 5 3 1 0 1 57.9 77.0 2 13 4 9 2 235,614
BR PROPERTIES New Market 5 2 5 0 0 0 46.6 39.0 2 19 4 15 0 494,763
BRADESPAR Level 1 9 1 1 1 0 0 65.7 90.0 1 17 2 15 0 29,403
BRASIL BROKERS PARTICIPACOES New Market 5 1 0 0 0 0 49.2 58.0 2 8 3 5 5 N/I
BRASILAGRO - CIA BRAS DE PROP AGRICOLAS New Market 9 4 0 0 5 0 52.4 55.0 2 8 6 2 1 1,442,667
CETIP - MERCADOS ORGANIZADOS New Market 10 6 0 0 2 0 56.5 68.0 2 8 4 4 6 1,484,671
CIELO New Market 11 3 2 0 0 0 53.7 45.0 2 25 11 14 5 576,723
CYRELA BRAZIL REALTY EMPREEND E PART New Market 7 2 0 0 0 0 61.1 75.0 2 11 11 0 7 347,089
CYRELA COMMERCIAL PROPERT EMPR PART New Market 6 2 0 0 0 0 66.0 75.0 1 6 6 0 0 74,805
FPC PAR CORRETORA DE SEGUROS New Market 19 4 0 3 2 1 48.3 55.0 2 12 4 8 1 N/I
GENERAL SHOPPING BRASIL New Market 8 2 0 1 0 0 52.0 44.0 2 13 3 10 0 798,407
IGUATEMI EMPRESA DE SHOPPING CENTERS S.A New Market 7 3 2 0 0 1 51.7 70.0 2 4 4 0 0 231,194
ITAU UNIBANCO HOLDING Level 1 12 5 1 0 0 2 58.3 57.0 1 12 8 4 8 10,931,415
ITAUSA INVESTIMENTOS ITAU Level 1 9 2 1 1 0 2 51.1 47.0 1 12 6 6 1 1,254,367
MULTIPLAN - EMPREEND IMOBILIARIOS Level 2 7 1 0 0 3 2 64.0 72.0 2 10 4 6 0 413,496
PARANA BCO Level 1 5 1 0 0 0 0 47.6 47.0 1 16 12 4 3 215,340
PORTO SEGURO New Market 7 2 0 1 1 0 56.7 70.0 2 7 6 1 1 2,630,550
SAO CARLOS EMPREEND E PARTICIPACOES New Market 7 1 0 1 0 0 57.1 69.0 1 15 4 11 0 930,249
SONAE SIERRA BRASIL New Market 7 1 0 0 3 0 58.9 56.0 2 4 4 0 2 110,790
SUL AMERICA Level 2 10 6 0 1 3 0 65.3 57.0 1 4 4 0 7 1,488,126
TARPON INVESTIMENTOS New Market 6 2 0 0 0 1 46.2 38.0 2 11 4 7 2 95,559
ULTRAPAR PARTICIPACOES New Market 9 6 0 0 0 0 66.8 76.0 2 11 4 7 2 1,620,061
Total Financial Services - Average 8.1 2.8 1.8 1.2 2.5 1.5 56.1 60.3 1.7 12.4 6.0 7.7 3.8 1,774,305
induStriAl (includeS oil & gAS)AES TIETE ENERGIA SA Level 2 20 6 7 2 6 5 56.1 60.0 2 12 4 8 0 0
ALUPAR INVESTIMENTO S/A Level 2 8 1 1 1 0 2 54.1 51.0 2 25 14 11 2 320,419
ARTERIS New Market 11 2 0 1 5 1 54.5 64.0 2 8 5 3 0 562,585
BIOSEV New Market 9 4 2 0 6 0 55.2 42.0 2 8 4 4 3 292,496
BRASKEM Level 1 21 3 0 3 0 0 57.2 63.0 2 11 8 3 3 693,451
CCR New Market 19 1 6 5 0 0 53.3 68.0 1 113 4 109 6 467,994
CCX CARVÃO DA COLÔMBIA New Market 5 1 3 0 0 1 53.6 53.0 1 15 4 11 1 N/I
CENTRAIS ELET BRAS - ELETROBRAS Level 1 8 2 2 0 0 1 58.6 66.0 2 28 12 16 3 177,064
CENTRAIS ELET DE SANTA CATARINA Level 2 13 7 0 0 0 1 55.1 60.0 1 15 12 3 4 340,026
CESP - CIA ENERGETICA DE SAO PAULO Level 1 12 3 0 0 0 1 62.4 81.0 2 16 12 4 1 381,215
CIA ENERGETICA DE MINAS GERAIS - CEMIG Level 1 29 2 4 1 0 2 55.3 68.0 2 30 12 18 6 983,352
CIA ESTADUAL DE DISTRIB ENER ELET-CEEE-D Level 1 16 0 0 2 0 1 52.0 36.0 2 19 12 7 0 116,203
spencer stuart17
Company name
Bm&F Listing
segment
totaL DireCtors
(inCLuDe aLternates)
inDepenDent
DireCtors
new DireCtors
FemaLe DireCtors
Foreign DireCtorsexeCutive DireCtors
average age
(aLL DireCtors)
average age oF
Chairm
an
BoarD term Length
totaL BoarD
meetings
reguLar BoarD
meetings
speCiaL BoarD
meetings
BoarD Comm
ittees
us$ totaL
Compensation
(1 us$ = r$ 3.2650)
Comparative Board Data
Company name
Bm&F Listing
segment
totaL DireCtors
(inCLuDe aLternates)
inDepenDent
DireCtors
new DireCtors
FemaLe DireCtors
Foreign DireCtorsexeCutive DireCtors
average age
(aLL DireCtors)
average age oF
Chairm
an
BoarD term Length
totaL BoarD
meetings
reguLar BoarD
meetings
speCiaL BoarD
meetings
BoarD Comm
ittees
us$ totaL
Compensation
(1 us$ = r$ 3.2650)
induStriAl (includeS oil & gAS — continued)CIA ESTADUAL GER.TRANS.ENER.ELET-CEEE-GT Level 1 16 0 0 2 0 1 52.0 36.0 2 17 12 5 0 121,203
CIA FERRO LIGAS DA BAHIA - FERBASA Level 1 7 0 0 2 0 0 54.1 62.0 1 12 12 0 3 2,043,277
CIA FIACAO TECIDOS CEDRO CACHOEIRA Level 1 12 0 2 0 0 0 53.6 71.0 2 12 12 0 0 155,857
CIA PARANAENSE DE ENERGIA - COPEL Level 1 8 4 0 0 0 1 56.3 67.0 2 16 4 12 3 348,615
CIA SANEAMENTO BASICO EST SAO PAULO New Market 6 4 1 0 0 1 65.0 69.0 2 20 12 8 3 348,977
CIA SANEAMENTO DE MINAS GERAIS-COPASA MG New Market 8 1 0 1 0 1 62.4 60.0 1 27 12 15 0 205,798
COSAN LOGISTICA New Market 22 6 0 1 1 1 52.1 66.0 2 15 4 11 3 654,621
COSAN INDUSTRIA E COMERCIO New Market 6 2 0 0 0 0 52.0 66.0 2 10 4 6 3 4,387,376
CPFL ENERGIA New Market 13 1 5 2 1 0 55.5 69.0 1 24 13 11 3 603,675
CPFL ENERGIAS RENOVÁVEIS New Market 17 2 3 2 0 0 43.6 57.0 1 13 6 7 2 62,610
CR2 EMPREENDIMENTOS IMOBILIARIOS New Market 5 3 0 0 0 0 47.8 38.0 1 13 6 7 0 157,652
CTEEP - CIA TRANSMISSÃO ENERGIA ELÉTRICA PAULISTA Level 1 8 2 1 0 5 0 54.8 57.0 1 15 0 15 2 136,570
DIRECIONAL ENGENHARIA New Market 14 6 0 2 0 2 57.6 68.0 2 11 4 7 2 245,782
DURATEX New Market 12 3 1 2 0 0 54.2 70.0 1 14 14 0 5 1,692,557
ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA New Market 10 2 4 0 4 0 57.4 59.0 2 21 6 15 3 693,372
EDP - ENERGIAS DO BRASIL New Market 8 4 0 0 4 1 62.6 59.0 1 21 4 17 4 532,344
ELETROPAULO METROP. ELET. SAO PAULO Level 2 18 3 7 2 4 3 50.7 60.0 2 25 4 21 2 322,695
EMBRAER New Market 13 8 0 2 0 0 57.4 71.0 2 13 8 5 3 2,844,717
ENEVA New Market 5 1 3 0 1 1 55.0 56.0 2 16 4 12 3 6,732,960
EQUATORIAL ENERGIA New Market 6 2 0 0 0 0 48.2 68.0 2 22 4 18 1 430,015
ESTACIO PARTICIPACOES New Market 8 4 4 1 0 1 54.6 53.0 2 21 13 8 3 1,563,190
ETERNIT New Market 7 6 2 0 0 0 55.9 61.0 2 7 4 3 3 650,230
EUCATEX INDUSTRIA E COMERCIO Level 1 7 0 0 0 0 2 64.9 58.0 2 5 4 1 0 58,806
EVEN CONSTRUTORA E INCORPORADORA New Market 5 3 4 0 1 0 45.8 40.0 2 12 4 8 3 226,646
EZ TEC EMPREEND. E PARTICIPACOES New Market 7 3 0 0 1 1 66.3 82.0 2 14 12 2 0 410,413
FERTILIZANTES HERINGER New Market 9 2 4 2 2 1 55.2 78.0 2 4 4 0 2 483,528
FIBRIA CELULOSE New Market 18 4 0 1 0 0 56.1 68.0 2 17 8 9 4 1,338,530
FORJAS TAURUS Level 2 5 3 0 0 0 1 57.2 79.0 2 20 4 16 1 200,306
FRAS-LE Level 1 5 1 0 0 0 1 52.2 57.0 2 17 5 12 0 409,591
GAFISA New Market 7 6 0 0 0 0 57.3 70.0 2 22 8 14 4 622,252
GERDAU Level 1 6 1 0 0 0 2 57.3 53.0 1 24 4 20 4 1,521,985
GOL LINHAS AEREAS INTELIGENTES Level 2 8 3 2 0 2 0 52.3 48.0 1 11 5 6 4 542,113
HELBOR EMPREENDIMENTOS New Market 7 4 0 0 0 1 64.7 80.0 2 6 4 2 0 154,671
INDUSTRIAS ROMI New Market 7 1 0 1 0 0 59.1 60.0 1 11 8 3 1 332,298
INEPAR INDUSTRIA E CONSTRUCOES Level 1 8 2 0 0 0 1 67.0 74.0 2 4 4 0 1 N/I
IOCHPE MAXION New Market 15 4 0 2 1 0 59.8 51.0 2 38 12 26 3 2,006,956
JHSF PARTICIPACOES New Market 7 4 2 0 0 1 52.8 38.0 1 13 4 9 1 422,963
JSL New Market 5 2 0 0 0 1 54.8 66.0 2 4 0 4 1 1,102,603
KLABIN Level 2 26 10 0 5 0 0 65.3 56.0 1 29 6 23 1 4,591,157
LIGHT New Market 15 1 0 1 0 1 56.2 62.0 2 27 14 13 5 580,873
Brazil Board index 2016 18
Company name
Bm&F Listing
segment
totaL DireCtors
(inCLuDe aLternates)
inDepenDent
DireCtors
new DireCtors
FemaLe DireCtors
Foreign DireCtorsexeCutive DireCtors
average age
(aLL DireCtors)
average age oF
Chairm
an
BoarD term Length
totaL BoarD
meetings
reguLar BoarD
meetings
speCiaL BoarD
meetings
BoarD Comm
ittees
us$ totaL
Compensation
(1 us$ = r$ 3.2650)
induStriAl (includeS oil & gAS — continued)LOG-IN LOGISTICA INTERMODAL New Market 10 8 4 0 0 1 49.9 52.0 2 15 4 11 3 284,074
LPS BRASIL - CONSULTORIA DE IMOVEIS New Market 6 1 0 0 1 1 57.3 66.0 2 11 4 7 1 385,232
LUPATECH New Market 5 4 0 1 1 1 51.3 65.0 2 24 4 20 0 N/I
M.DIAS BRANCO IND COM DE ALIMENTO New Market 9 1 0 3 0 5 62.6 82.0 1 6 4 2 4 582,062
MAGNESITA REFRATARIOS New Market 14 2 0 0 2 0 47.0 55.0 2 19 4 15 1 158,889
MAHLE-METAL LEVE New Market 10 1 0 1 3 1 62.5 67.0 1 15 4 11 0 294,509
MARCOPOLO Level 2 7 4 0 1 0 0 57.1 63.0 2 20 11 9 4 2,713,105
METALFRIO SOLUTIONS New Market 5 2 0 0 1 0 48.2 55.0 1 15 1 14 0 165,391
METALURGICA GERDAU Level 1 6 1 0 0 0 2 57.3 53.0 1 24 4 20 4 1,521,985
MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA New Market 6 3 0 1 3 0 61.3 72.0 2 15 11 4 1 672,151
MMX MINERACAO E METALICOS New Market 6 1 0 0 2 1 56.3 60.0 1 10 6 4 1 114,855
MRV ENGENHARIA E PARTICIPACOES New Market 8 4 0 0 0 1 60.9 60.0 2 16 4 12 0 1,426,217
ÓLEO E GÁS PARTICIPAÇÕES New Market 3 0 0 0 0 1 52.7 44.0 2 16 6 10 2 N/I
OSX BRASIL New Market 5 1 0 0 0 1 48.4 46.0 2 12 4 8 1 N/I
PARANAPANEMA New Market 13 3 7 1 0 0 48.5 63.0 2 13 12 1 3 633,629
PBG New Market 7 3 1 0 0 1 65.3 88.0 2 5 1 4 0 568,354
PDG REALTY EMPREEND E PARTICIPACOES New Market 5 2 0 0 0 0 44.4 44.0 1 16 12 4 3 242,573
PETRO RIO New Market 5 4 0 0 1 0 70.2 77.0 2 15 4 11 1 264,625
POMIFRUTAS New Market 5 1 0 0 0 1 48.0 57.0 2 11 4 7 0 9,372
PRUMO LOGÍSTICA New Market 6 2 0 0 2 0 55.8 58.0 1 12 4 8 1 935,013
QGEP PARTICIPAÇÕES New Market 7 2 0 0 0 0 64.9 63.0 2 10 4 6 0 374,754
RANDON IMPLEMENTOS E PARTICIPACOES Level 1 5 0 0 0 0 1 71.4 87.0 2 14 5 9 0 894,582
RENOVA ENERGIA Level 2 16 1 2 1 1 0 47.1 60.0 2 22 12 10 6 0
RODOBENS NEGOCIOS IMOBILIARIOS New Market 7 4 2 0 1 0 63.9 72.0 2 11 4 7 1 120,968
ROSSI RESIDENCIAL New Market 5 1 0 0 0 0 55.0 63.0 1 16 4 12 2 216,427
RUMO LOGISTICA OPERADORA MULTIMODAL New Market 22 6 0 1 1 1 52.1 66.0 2 15 4 11 3 654,621
SANTOS BRASIL PARTICIPACOES Level 2 9 3 0 2 0 0 54.1 72.0 2 8 6 2 1 603,643
SAO MARTINHO New Market 7 1 0 0 0 0 67.7 80.0 2 12 12 0 3 1,610,070
SLC AGRICOLA New Market 5 3 0 0 0 0 65.4 66.0 2 6 4 2 3 337,241
SUZANO PAPEL E CELULOSE Level 1 9 0 2 1 0 0 60.9 60.0 2 22 0 22 3 2,761,215
TECNISA New Market 5 4 0 0 0 1 57.4 59.0 1 14 4 10 0 408,937
TEGMA GESTAO LOGISTICA New Market 10 2 0 1 0 0 62.1 70.0 2 15 4 11 1 434,916
TEREOS INTERNACIONAL New Market 9 3 0 1 8 0 56.3 39.0 2 8 4 4 0 18,377
TPI - TRIUNFO PARTICIP. E INVEST. New Market 8 2 0 1 0 0 50.6 59.0 2 68 4 64 3 723,308
TRACTEBEL ENERGIA New Market 18 5 6 1 5 2 57.7 59.0 2 8 4 4 2 1,837,891
TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA Level 2 22 4 1 1 0 0 54.9 70.0 1 19 12 7 3 779,624
TRISUL New Market 5 1 0 0 0 1 55.2 66.0 2 8 6 2 1 367,534
TUPY New Market 16 7 1 1 1 0 50.6 62.0 2 17 12 5 2 706,151
USINAS SID DE MINAS GERAIS -USIMINAS Level 1 22 7 11 3 8 0 57.3 51.0 2 15 4 11 3 1,319,192
VALE Level 1 21 1 4 0 2 0 55.9 45.0 2 15 12 3 8 1,432,942
VANGUARDA AGRO New Market 6 1 3 0 0 0 52.2 70.0 2 41 12 29 3 324,655
spencer stuart19
Company name
Bm&F Listing
segment
totaL DireCtors
(inCLuDe aLternates)
inDepenDent
DireCtors
new DireCtors
FemaLe DireCtors
Foreign DireCtorsexeCutive DireCtors
average age
(aLL DireCtors)
average age oF
Chairm
an
BoarD term Length
totaL BoarD
meetings
reguLar BoarD
meetings
speCiaL BoarD
meetings
BoarD Comm
ittees
us$ totaL
Compensation
(1 us$ = r$ 3.2650)
Comparative Board Data
Company name
Bm&F Listing
segment
totaL DireCtors
(inCLuDe aLternates)
inDepenDent
DireCtors
new DireCtors
FemaLe DireCtors
Foreign DireCtorsexeCutive DireCtors
average age
(aLL DireCtors)
average age oF
Chairm
an
BoarD term Length
totaL BoarD
meetings
reguLar BoarD
meetings
speCiaL BoarD
meetings
BoarD Comm
ittees
us$ totaL
Compensation
(1 us$ = r$ 3.2650)
induStriAl (includeS oil & gAS — continued)VIVER INCORPORADORA E CONSTRUTORA New Market 5 1 0 0 3 0 51.6 61.0 1 6 4 2 2 0
WEG New Market 7 3 0 0 0 0 59.0 60.0 2 22 12 10 0 863,423
Total Industrial (includes oil & gas) - Average 10.0 3.0 3.4 1.7 2.7 1.4 56.2 61.7 1.7 17.1 6.9 11.2 2.7 800,412
liFe ScienceSBRASIL PHARMA New Market 10 1 4 2 0 1 39.0 39.0 2 22 12 10 3 6,338
FLEURY New Market 12 5 0 0 1 0 53.5 59.0 2 11 10 1 4 626,110
ODONTOPREV New Market 15 7 0 0 0 0 61.4 52.0 2 12 4 8 2 436,181
OURO FINO SAUDE ANIMAL PARTICIPACOES New Market 5 3 1 0 1 0 58.0 59.0 2 13 4 9 3 227,871
PROFARMA DISTRIB PROD FARMACEUTICOS New Market 6 3 0 0 1 1 57.3 69.0 2 6 6 0 0 615,567
QUALICORP New Market 9 2 2 0 1 2 56.2 53.0 1 20 4 16 1 461,277
RAIA DROGASIL New Market 17 6 0 3 1 0 56.5 64.0 2 16 6 10 4 507,810
Total Life Sciences - Average 10.6 3.9 2.3 2.5 1.0 1.3 54.6 56.4 1.8 14.3 6.6 9.0 2.8 411,594
proFeSSionAl ServiceSCIA LOCAÇÃO DAS AMÉRICAS New Market 5 2 0 0 0 1 51.2 41.0 2 13 4 9 3 185,605
CONTAX PARTICIPACOES Level 2 10 2 4 2 0 43.5 47.0 2 20 4 16 0 321,273
CSU CARDSYSTEM New Market 5 3 1 0 0 1 63.4 63.0 2 4 4 0 3 175,451
CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS New Market 9 3 0 1 3 0 46.4 67.0 2 22 22 0 4 321,383
INTERNATIONAL MEAL COMPANY ALIMENTACAO New Market 5 3 1 0 1 0 48.5 N/I 2 10 4 6 0 194,670
LOCALIZA RENT A CAR New Market 8 4 0 1 1 1 63.9 68.0 2 16 11 5 3 4,235,403
MULTIPLUS New Market 7 2 1 0 2 0 56.4 55.0 2 12 12 0 2 287,282
SMILES New Market 7 3 0 0 0 0 52.9 48.0 1 8 4 4 2 404,435
T4F ENTRETENIMENTO New Market 5 2 0 0 1 1 60.0 63.0 2 11 4 7 0 136,116
VALID SOLUÇÕES E SERV. SEG. MEIOS PAG. IDENT. New Market 7 5 0 0 0 0 60.4 60.0 2 17 4 13 0 684,368
Total Professional Sciences - Average 6.8 2.9 1.8 1.3 1.6 1.0 54.7 56.9 1.9 13.3 7.3 8.6 2.8 694,599
technology, communicAtionS & telecomIDEIASNET New Market 7 6 0 0 2 0 42.4 48.0 1 12 6 6 1 N/I
LINX New Market 4 1 0 0 0 1 51.0 53.0 1 18 4 14 2 68,913
OI Level 1 14 0 10 1 7 0 58.8 67.0 2 28 13 15 4 2,160,696
POSITIVO INFORMATICA New Market 7 2 1 0 0 2 52.9 71.0 1 6 6 0 0 474,967
TIM PARTICIPACOES New Market 10 3 0 1 3 1 60.0 64.0 2 15 4 11 4 614,150
TOTVS New Market 9 6 0 1 0 1 51.1 65.0 2 11 4 7 3 463,904
Total Technology, Communications & Telecom - Average 8.5 3.6 5.5 1.0 4.0 1.3 52.7 61.3 1.6 15.0 6.2 10.6 2.8 756,526
Brazil Board index 2016 20
Company name
Bm&F Listing
segment
totaL DireCtors
(inCLuDe aLternates)
inDepenDent
DireCtors
new DireCtors
FemaLe DireCtors
Foreign DireCtorsexeCutive DireCtors
average age
(aLL DireCtors)
average age oF
Chairm
an
BoarD term Length
totaL BoarD
meetings
reguLar BoarD
meetings
speCiaL BoarD
meetings
BoarD Comm
ittees
us$ totaL
Compensation
(1 us$ = r$ 3.2650)
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Board Governance Trends: A Global View
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Amsterdam
Atlanta
Bangalore
Barcelona
Beijing
Bogotá
Boston
Brussels
Buenos Aires
Calgary
Chicago
Copenhagen
Dallas
Dubai
Frankfurt
Geneva
Hong Kong
Houston
Istanbul
Johannesburg
Lima
London
Los Angeles
Madrid
Melbourne
Mexico City
Miami
Milan
Minneapolis/St. Paul
Montreal
Moscow
Mumbai
Munich
New Delhi
New York
Orange County
Paris
Philadelphia
Prague
Rome
San Francisco
Santiago
São Paulo
Seattle
Shanghai
Silicon Valley
Singapore
Stamford
Stockholm
Sydney
Tokyo
Toronto
Vienna
Warsaw
Washington, D.C.
Zürich