Governance, Compliance, and Risks

103‑1 | 103‑2 | 103‑3

Corporate and Business Structure
Administrative Structure

Governance structure

GRI 102‑18 | 102‑19 | 102‑20 | 102‑24 |102‑26 | 102‑27 | 102‑29 | 102‑31

Votorantim’s governance is built around three axes that are represented by integrated bodies with different responsibilities:

  • Ownership, represented by the Board of Hejoassu, the holding company that owns the conglomerate
  • Family, represented by the Family Board
  • Businesses, led by two complementary bodies: the Boards of Directors and the Executive Boards of Votorantim and the portfolio companies

All of Votorantim's companies adopt robust governance standards and structures, including those in which Votorantim is the sole shareholder, and its practices are in continuous evolution. Each company has also adopted its own solid governance model that includes its own Board of Directors, advisory committees and Executive Boards, which are responsible for deliberating on strategies, management and investments. The Board of Directors of each company is made up of shareholders, employees from the holding company, and external and independent members.

Members of the Hejoassu Board, the Family Board, and Votorantim’s Board of Directors are elected for three-year terms. The first two operate independently from the holding company, but all remain integrated through formal and periodic meetings. Additionally, Votorantim frequently assesses the performance of the Boards and committees, contributing to the evolution of governance.

Hejoassu Board

The Hejoassu Board is composed of 12 shareholders, three from each of the four family holding companies. It is responsible for conveying to the organization its macro vision, financial aspiration, and risk appetite and for appointing the members of the Board of Directors of Votorantim. The Board is also the guardian of Votorantim’s culture and DNA by ensuring alignment with the family’s calling. In its sixth generation, the family is made up of 169 people, of whom 53 are shareholders.

Family Board

At the end of 2021, the Family Board had seven members, (six women and one man), two from the fourth generation (chairman and deputy chairman) and five from the fifth generation.

The annual initiatives to promote the education and development of the new generations and increase awareness of the whole family continued to take place online as a result of the pandemic. The lectures and live virtual events addressed topics such as career and market challenges, ESG investments, democracy, and the electoral political system, among others.

Family Values


Being ethical and acting with integrity, honoring our history, and creating the future with respect


Being generous with yourself, the family, and society


Persevering, always being open to learning and evolving, and believing that everything is possible


Honoring the history that unites us, valuing our collective power, and owning the creation of our legacy


Working with dedication and achievement-focused energy, driven by the power to innovate and transform


Having freedom and motivation to find and pursue your passions

With the purpose of aligning the Board’s agenda to issues that are strategic to the family, the highlight in 2021 was the Raízes (Roots) project. Led by the fifth generation, it focused on reviewing the history of women in the family and reflecting on their roles in society over the years. The initiative included interviews, social analyses and surveys, consultations with experts, and workshops.

Social engagement is one of the Board’s priorities and is part of the family’s education model. The social activities gained scale in 2021 thanks to a partnership with the Votorantim Institute. Inspired by the Família Engaja (Engaged Family) campaign, the initiatives, held in São Paulo, had two main focuses: food donation and, in winter, collection and distribution of essential items for people in situations of financial vulnerability. In addition, the Board hosted another Família Inspira Família (Family Inspires Family) meeting, in which family members shared their personal endeavors, social perspectives, and challenges.

The Social Committee was created three years ago to strengthen the family’s historical relationship with three institutions: BP — A Beneficiência Portuguesa de São Paulo, A.C. Camargo Cancer Center, and Associação de Assistência à Criança Deficiente (AACD). The committee focused on directly supporting structuring projects to leave a legacy to society.

At the end of the year, the Family Board concluded the preparations for the leadership transition that will take place in 2022 when, for the first time in the governance process, two fifth-generation members will occupy the positions of chairman and deputy chairman. This transition process has been in preparation for over a year and involved assessments, competency analyses, and discussions about complementarity and profile diversity.

Created in 2003 as part of the celebration of Votorantim’s 85th anniversary, the purpose of Memória Votorantim is to map, record, and preserve documents and promote knowledge about the holding company’s history. In its almost 20 years of operation, the role of Memória has evolved and it is currently responsible for maintaining the historical record and for producing content based on Votorantim’s past and present and the histories of the portfolio companies, their entrepreneurs, and employees. Its historical collection and responsibility for analyzing and managing knowledge are divided into three main areas:

  • Reputation
  • Organizational culture
  • Sense of legacy

These areas complement each other and enable the development of projects, products, and in-depth research on the holding company’s trajectory.

The collection of Memória Votorantim is open to all employees and the public by appointment. Part of its collection of more than 600,000 items—which includes photographs, documents, objects, audio, and films—has been digitalized and can be accessed online.

Board of Directors

Made up of seven members, Votorantim’s Board of Directors is responsible for developing the strategic plan and the initiatives needed to put it into practice, deliberating on capital allocation, appointing the members of the Executive Boards and Boards of Directors of the portfolio companies, and monitoring their performance. Of the seven members, four are independent, including the chairman.

Composition GRI 102‑22 I 102‑23

Eduardo Vassimon

José Roberto Ermírio de Moraes
Deputy Chairman

Cláudio Ermírio de Moraes

Luís Ermírio de Moraes

Marcelo Medeiros

Marcos Lutz

Oscar Bernardes

Executive Board

The Executive Board includes the CEO and five executive officers and is responsible for conducting the business in accordance with the guidelines outlined by the Board of Directors.

Composition GRI 102‑22 I 102‑23

João H. Schmidt

Glaisy Domingues

Luiz Caruso

Marcio Yamachira

Mateus Gomes Ferreira

Mauro Ribeiro Neto

Sergio Malacrida


GRI 102‑17 | 102‑25

Votorantim has a solid structure to support its commitment to managing its businesses with integrity and transparency. One of the resources used by the company is the Compliance Program, which is based on Votorantim’s Values and Code of Conduct and serves to guide the holding company’s efforts in different areas.

In 2021, the guidelines and processes established by the Compliance Program were reinforced to further align them with the investment manager’s performance model. This work included (i) a review of the due diligence process and methodology to make them more strategic and effective in supporting the team responsible for new investments in its integrity analyses; (ii) the improvement of document management practices through the review of policies, manuals, and procedures and the implementation of a new internal platform to manage and centralize all normative documents; and (iii) the launch of the Compliance Portal, which centralizes the main activities carried out periodically by Votorantim employees, such as anti-corruption and Code of Conduct training, Compliance Declarations, Records of Interaction with Government Officials and donation or sponsorship requests, which must be evaluated by the compliance team.

Pillars of the Compliance Program

  • Laws and regulations
  • Licenses, authorizations, and certifications
  • Contracts and agreements
  • External reports
  • Competition defense/antitrust
  • Loss and fraud prevention
  • Corruption prevention

The Anti-Corruption and Antitrust Policies and the Code of Conduct are part of the compliance structure. They must be observed by every new employee and communicated to suppliers, who must commit to complying with Votorantim’s ethical standards. Contracts signed with the holding company include clauses related to the fight against corruption, the defense of human rights, and data protection in addition to other topics upon which the approval of suppliers is conditioned.

The Ethics Line is available to all stakeholders to help them learn about, assess, and address issues related to the Code of Conduct. All contact made with the Ethics Line is completely confidential to preserve the identity of the users.

In line with its commitment to strong internal controls, Votorantim conducts internal audits through a third-party company and submits its economic and financial results to an external audit conducted by PricewaterhouseCoopers.

Among the initiatives to reinforce the communication and culture of compliance, Votorantim promoted Compliance Week, an annual event that involves the leadership of all portfolio companies. In 2021, the fifth Compliance Week was held online and welcomed Professor Jim Detert from the University of Virginia, who spoke about the importance of courage as a value to ensure business integrity. In addition, a second event featured specialists Clarissa Lins and Sonia Favaretto, who participated in a panel that addressed topics such as the importance of compliance to ESG issues and the main challenges for companies and investors in advancing this agenda. GRI 205-2

During the year, working groups made up of risk and compliance representatives from the portfolio companies and the holding company held meetings to promote and share best practices in this area.

Risk Management

GRI 102‑9 | 102‑10 | 102‑11 | 102‑30

In 2021, Votorantim concentrated its efforts on developing the Business Continuity Plan, aimed at its critical processes, and on mapping continuity risks, with a focus on insurable risks to be included in the Insurance Policy.

The first completed phase included consultations with all areas of Votorantim to understand their main processes. Based on this assessment, the company will map the continuity risks and develop related contingency plans.

The next planned step is to provide training to prepare teams to incorporate these protection steps.

The initiative will further strengthen the risk management processes and the methodology already adopted by the holding company considering the increased complexity of the external environment, enhanced by the pandemic, and other situations that can put business objectives at risk.

With regard to financial risks, Votorantim annually updates and submits its Financial Policy for approval by the Board. The objective is both to preserve credit quality and to ensure that the metrics are compatible with an investment grade company. The Board of Directors and the Executive Board are part of the governance structure and participate in the execution of the financial risk management process.

Ethics Line 0800 89 11 729