How we act
Our model assure the best corporate governance throught transparency, accountability, fairness, and corporate responsibility.
The Company voluntarily adheres to the Level 1 Corporate Governance standards of B3 S.A., the Brazilian exchange market on which its shares are traded, with high standards of information disclosure, transparency and corporate governance. In the American market, since 1999, Gerdau S.A. has traded its shares on the New York Stock Exchange through the issuance of Level II ADRs, which requires the filing of all registration forms set out in the Securities Act of 1933 and compliance with all disclosure requirements of the Securities Exchange Act of 1934.
The Board of Directors of Gerdau S.A. presently comprises 7 (seven) members, elected and dismissed by the Annual Meeting, serving a unified one-year term, with the possibility of re-election. Currently, 3 (three) of theses 7 (seven) members are designated as independent and contribute to the execution of the Board’s operational procedures.
To optimize its functions, the Board of Directors may estabilish specialized committees, associated with it, comprised of 1 (one) or more members, with or without the involvement of Directors, Company employees or third parties. Currently, the Company has 4 (four) advisory committees aligned with the Board of Directors.
Beyond its responsibility for the election and removal of Company Directors, the Board of Directors is tasked with defining their responsabilities, assessing performance, establishing basic guidelines, and determining the administrative structure of the Company, complying with the assignment of functions of the Company’s Directors.
The compensation of the Company’s managers is based on the following objectives:
- Align the interests of administrators and other executives with the purpose, principles, strategy and interests of the Company’s shareholders;
- Stimulate a culture of achieving and overcoming challenging goals;
- Leverage short and long-term results in a consistent and sustainable manner;
- Attract and engage executives with differentiated performance with competitive compensation practices;
All elements of the compensation, as well as the policies that determine them, are submitted for approval by the Board of Directors with the advice of the Remuneration and Succession Committee.
The remuneration for Fiscal Council members is entirely composed of a fixed element, corresponding to Monthly fixed salary, following the guidelines outlined in the Brazilian Corporate Law.
More information about Gerdau’s corporate governance practices and applicable Brazilian law is available on this website through the Company’s Annual Report, Form 20-F and Reference Form.
