Corporate Governance Practices

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.

Shareholders Meeting
Board of Directors
Board of Directors
Guilherme Chagas Gerdau Johannpeter Chairman
André Bier Gerdau Johannpeter Vice-Chairman
Claudio Johannpeter Vice-Chairman
Gustavo Werneck da Cunha Board Member
Claudia Sender Ramirez Independent Board Member
Márcio Hamilton Ferreira Independent Board Member
Alberto Fernandes Independent Board Member
Fiscal Council
Fiscal Council
Bolivar Charneski Effective Member
Tarcisio Beuren Effective Member
Aroldo Salgado De Medeiros Filho Effective Member
João Odair Brunozi Substitute Member
Herculano Anibal Alves Substitute Member
Marcelo Rodrigues De Farias Substitute Member
Strategy and Sustainability Committee
Strategy and Sustainability Committee
André Bier Gerdau Johannpeter Coordinator
Guilherme Chagas Gerdau Johannpeter Member
Claudio Johannpeter Member
Gustavo Werneck da Cunha Member
Rafael Dorneles Japur Member
Board Officers
Board Officers
Gustavo Werneck da Cunha CEO
Rafael Dorneles Japur Vice-President
Marcos Eduardo Faraco Wahrhaftig Vice-President
Rubens Fernandes Pereira Vice-President
Cesar Obino da Rosa Peres Officer
Aldo Tapia Castillo Officer
Mauro de Paula Officer
Wendel Gomes da Silva Officer
Remuneration Committee
Remuneration Committee
Claudia Sender Ramirez Coordinator
Guilherme Chagas Gerdau Johannpeter Member
André Bier Gerdau Johannpeter Member
Gustavo Werneck da Cunha Member
Risk Committee
Risk Committee
Carlos Henrique Baginski Filho Coordinator
Gustavo Werneck da Cunha Member
Rafael Dorneles Japur Member
Thales Baleeiro Teixeira Member
Flavia Dias da Silva de Souza Member
Marcos Eduardo Faraco Wahrhaftig Member
Clemir Uhlein Member
Raul Fernando Schneider Member
Elcio Alvicio Forneck Member
Rubens Fernandes Pereira Member
Corporate Governance Committee
Corporate Governance Committee
Guilherme Chagas Gerdau Johannpeter Coordinator
André Bier Gerdau Johannpeter Member
Claudio Johannpeter Member
Gustavo Werneck da Cunha Member
Claudia Sender Ramirez Member
Alberto Fernandes Member
Márcio Hamilton Ferreira Member
Disclosure Committee
Disclosure Committee
Rafael Dorneles Japur Coordinator
Gustavo Werneck da Cunha Member
Rafael Lebensold Member
Clemir Uhlein Member
Pedro Moraes Torres Pinto Member
Finance Committee
Finance Committee
Gustavo Werneck da Cunha Coordinator
Guilherme Chagas Gerdau Johannpeter Member
Richard Chagas Gerdau Johannpeter Member
Rafael Dorneles Japur Member
Raul Fernando Schneider Member
Marcos Eduardo Faraco Wahrhaftig Member
Alberto Fernandes Member
Governance Corporate Structure

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.

Compensation

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.