Councils and Board

Councils and Board

Board of Directors:

The Board of Directors it is an autonomous body of a collegiate nature with its operations regulated by the current legislation, by the By-laws and Rules of Operation. As the highest authority in the management of the corporation, the Board is responsible for accountability to Shareholders, other stakeholders and society at large, and for the tangible and intangible assets used in the administration of the Company. Its main responsibilities are: to guide the Company's business, monitor its operation and administration, decide on strategic issues, guide the Executive Management on relevant issues, approve generally applicable policy proposals of the Company and decide on investments within its purview, as well as other responsibilities provided for in the Bylaws. It is formed by 11 Board members and their respective alternates, elected or removed from Office at any time by the General Meeting of Shareholders. This instance is composed of seven independent Board members, independent in relation to the controlling Shareholder, according to best governance practices indicated by BM&FBOVESPA. None of the members of the Board of Directors has an executive role at Braskem.

Braskem's Board of Directors have the following composition:

Name Position Held Nominated by Independent*
Newton Sergio de Souza Charmain of the Board Odebrecht No
Ernani Filgueiras de Carvalho Vice-Chairman of the Board Petrobras Yes
João Cox Neto Board Member Odebrecht Yes
Carla Gouveia Barretto Board Member Odebrecht No
Luiz de Mendonça Board Member Odebrecht No
Gesner José de Oliveira Filho Board Member Odebrecht Yes
Marcelo Moses de Oliveira Lyrio Board Member Odebrecht Yes
Pedro Oliva Marcilio de Sousa Board Member Odebrecht Yes
João Carlos Trigo de Loureiro Board Member Petrobras No
Marcus Vinicius de Oliveira Magalhães Board Member Petrobras Yes
Edson Chil Nobre Board Member Petrobras Yes

*According to the rules detailed in the section "Overview" of the Corporate Governance

Executive Management:

Braskem's Executive Management has its operations regulated by the legislation and Bylaws, and its responsibilities are the management of the business and of the Company's functional areas, as well as the implementation of general policies and guidelines set out by the Board of Directors. As provided for in its Bylaws, the Management is a permanent body of the Company, and must be composed of at least four and at most ten members, with a President, a Director of Investor Relations, and the other Directors without specific designation, elected by the Board of Directors. The President, in performing his role as a Business Leader, is responsible for creating the conditions necessary for the Survival and Growth of Braskem and for the development and consolidation of the bases for Perpetuity of the Company as defined by TEO.

Braskem's Executive Management is composed of:

Audit Board:

The activities of the Audit Board are governed by Law 6,404, by Braskem's Bylaws and its Rules of Operation, as well as, to the extent compatible with the Brazilian legislation, by the SOX of the United States. In view of the requirements demanded by SOX, the Fiscal Board had its activities expanded in 2005, acquiring the responsibilities of an Audit Committee. Its main responsibilities are: (a) supervise the acts of the Administration, in order to ensure fulfillment of their legal and statutory duties, issuing opinions and providing information to Shareholders; (b) follow up on annual and quarterly results of the Company; (c) approve the annual list of pre-approved services that can be provided by the independent auditors; (d) oversee the work of internal and external audit; (e) analyze the report of recommendations prepared by the independent auditors, as well as the reports on internal controls containing the points that could impact the Company's financial statements; and (f) analyze and recommend to the Board of Directors the appointment of independent auditors. The Audit Board is formed by five Board members and their respective alternates, elected or removed from Office at any time by the General Meeting of Shareholders, for a term of one year.

Braskem's Audit Board is composed of:

 

Click here to download The Board of Directors Internal Operating Rules.