Apresentação proferida durante o 6º. Seminário Internacional do CPC no CReCER realizado no hotel Grand Hayatt em São Paulo no dia 25/09/2009.

1.  Corporate Governance & Shareholder Value CReCER 09 São Paulo, Brazil Fernando Alves

4. Corporate Governance & Shareholder Value Conceptual basis “ There is no single model of good corporate governance.” OECD “ Corporate governance is “the framework of rules, relationships, systems and processes within and by which authority is exercised and controlled in corporations”. It encompasses the mechanisms by which companies, and those in control, are held to account.” ASX Corporate Governance Council.

5. “ Corporate governance is the system by which business enterprises are directed and monitored, involving the relationships among Stockholders, the Board of Directors, the Executive Directors, the Independent Auditor and the Audit Committee. Good corporate governance practices have the objectives of increasing the value of the enterprise, facilitating its access to sources of capital and contributing to its perpetuity.” IBGC - Brazilian Institute for Corporate Governance Corporate Governance & Shareholder Value Conceptual basis

7. Stockholders Board of Directors Alignment of Interests Other stakeholders Management Corporate Governance & Shareholder Value Agents

8. Transparency Corporate Responsibility Accountability Equity Corporate Governance Corporate Governance & Shareholder Value Principles

9. Transparency – Equity – Accountability - Corporate Responsibility Sustainability in a stakeholder society Business in society as opposed To Business and society Board of Directors Board Committee Executive Directors Auditors Pillars of Governance Basic Principles Best Practices Ethics Essence Corporate Governance & Shareholder Value Schematic view Stakeholders & Stockholders

11. Corporate Governance Increasing regulations Increased complexity due to globalisation Transparency and accountability demands Increased demands from stakeholders New technologies Ethical and financial scandals Integrity-driven performance expectations Increased competitive pressures Corporate Governance & Shareholder Value Drivers

12. Source: PwC 9 th Annual Global CEO Survey Globalisation and Complexity Corporate Governance & Shareholder Value Call for improved governance and international harmonisation

14. Mastering Business – Corporate Governance Control model Corporate Governance & Shareholder Value Two broad corporate governance models are prevalent… but these are a world apart Market model Dispersed ownership Non- executive- majority Boards Broadly aligned incentives High disclosure High degree of shareholder equality Active takeover market Active private equity market (including IPOs) Sophisticated institutional investment Institutional context Corporate context Shareholder environment Independence and performance Capital market liquidity Transparency and accountability Concentrated ownership “ Insider” Boards Incentives aligned with core shareholders Reliance on family, bank and public finance Institutional context Corporate context Shareholder environment Independence and performance Capital market liquidity Transparency and accountability Limited disclosure Inadequate minority protection Limited takeover market Underdeveloped new-issue market

15. Understanding the demands of the organisation’s stakeholders in terms of performance and conformance, and aligning the organisation to deliver against these objectives, in consideration of the risk appetite and risk tolerance of the organisation. The people, processes and technology should be designed and deployed such that the achievement of objectives are measured, risks assessed and continuous improvement realised in support of effective governance, risk management and compliance. Corporate Governance & Shareholder Value Governance, Risk and Compliance

16. Corporate Governance & Shareholder Value Governance, Risk and Compliance Integrity – Driven Performance

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