Evaluation of Corporate Governance

The aim of this service is to  analyse the current corporate governance model, in order to define the positioning of the company in relation to the adoption of corporate governance domestic best practices and recommendations. Results of the analysis will be compared to governance principles of the major governance entities as ICGN (International Corporate Governance Network), OECD in order to align the company in respect to the international financial community. The main areas this analysis will cover:

• Board of Directors
•  Shareholder Rights
• Minority shareholders
• Committees
  
  

Peers Corporate Governance Assessment

This service will try to verify the alignment of the company's governance structure to the demands of the international financial community, by comparing the main governance features with the ones adopted by its main international and domestic competitors and peers, and with some of the main domestic issuers that even if they do not belong to the same industry are nonetheless considered a reference in the field.

Main topics analysed are the following

• Board of Directors
• Committees
• Ownership structure and implications
• Remuneration
• Variable compensation
• Information disclosure
• Ownership
• Shareholder treatment
• Takeover Defenses

Board Self Assessment

Board Self Assessment allows the Board to evaluate its  functioning, in terms of corporate governance and allows the Board's to understand the interaction with the other governing bodies of the company. This tool also allows the Board to evaluate the role and effectiveness of the committees (Committee for Internal Control, Nomination Committee, Remuneration Committee, etc..) following the provisions of the Code of Conduct adopted by the company and local regulators.  

Board self assessment should be conducted through a  complete internal  review of governance policies, Board structure, committee effectiveness, information flow, and Company organization model.

Shareholder Outreach

The aim of an Outreach campaign is to provide Board and management a coherent evaluation of the company's institutional international investors perception / sentiment over specific governance issues, remuneration related plans or any strategic actions to be proposed.

A perception campaign towards major shareholders of the company (substantial investors or leaders in governance) will be performed, through various tools as an informative statement, a survey or an analysis of guidelines. The objective of this exercise is to gather shareholders' point of view or support over the matter of interest.

Investors Governance Profile

The aim of this service is to identify Individual analysis of the profile and governance practices followed by the main investors of the company, the external influence they receive, their structure and process as well as the final responsible of the decision making. This analysis allows the company to understand its investor's behaviours as well as prepare and complement its road shows with corporate governance aspects.