Structure
Synergy for good management
Although it has been a term frequently used in various contexts in recent years, corporate governance has long been treated with due relevance by Klabin, and it is a constant topic in interactions with investors, managers, and other stakeholders. In summary, corporate governance is the system composed of a set of rules that governs the relationships between employees, managers, and investors, aiming to provide an environment that allows them to fulfill their respective duties and pursue the Company's objectives with the due diligence that their positions require.
The General Shareholders' Meeting is the highest decision-making body of Klabin. The other governance bodies of the Company and their respective roles are detailed below.
BOARD OF DIRECTORS
Responsible for setting the business objectives of Klabin and its subsidiaries. Monitors and evaluates the Company's development and performance, elects and evaluates the members of the Statutory Executive Board, and defines their responsibilities, among other duties. The board members meet regularly every two months to evaluate the Company's results and to regularly discuss relevant and/or strategic topics, and extraordinarily whenever necessary.
ADVISORY COMMITTEES
Currently, the Company has three committees: the Audit and Related Parties Committee, the People and Culture Committee, and the Sustainability Committee. These are advisory bodies to the Board of Directors and have their duties and responsibilities defined in their respective bylaws, approved by the Board of Directors. The members of these committees are elected by the Board of Directors.
EXECUTIVE BOARD
The Statutory Board is composed of the Chief Executive Officer and five other Directors elected by the Board of Directors. Their duties are defined by law and the Company's bylaws. The Non-Statutory Executive Board is composed of three Directors who report to the Chief Executive Officer. Senior management also includes appointed Directors who are not part of the Executive Board, consisting of three Forestry Directors, two Financial Directors, one Project Director, one Paper Commercial Director, one Information Technology Director, and two Industrial Directors.
FISCAL COUNCIL
Reviews the financial statements, provides opinions on proposals from the management bodies to be submitted to the general meeting regarding certain matters, and supervises the actions of the administrators, ensuring compliance with their legal and statutory duties.
Composition of Boards and Committees
Alberto Klabin, Amanda Klabin Tkacz, Amaury Guilherme Bier, Celso Lafer, Francisco Lafer Pati, Horacio Lafer Piva, Isabella Saboya de Albuquerque, Lilia Klabin Levine, Marcelo Mesquita de Siqueira Filho, Mauro Gentile Rodrigues da Cunha, Paulo Sergio Coutinho Galvão Filho, Roberto Diniz Junqueira Neto, Roberto Luiz Leme Klabin, Vera Lafer and Wolff Klabin
Célio de Melo Almada Neto, Igor Lima, Pedro Guilherme Zan, Sergio Ladeira Furquim Werneck Filho e Tomas Junqueira de Camargo
Audit and Related Parties Committee
Amaury Guilherme Bier
João Adamo Junior
Luis Eduardo Pereira de Carvalho
People and Culture Committee
Amanda Klabin Tkacz
Francisco Amaury Olsen
Marcelo Bertini de Rezende Barbosa
Sustainability Committee
Maria Eugênia Lafer Galvão
Pedro Oliva Marcilio de Sousa
Roberto Luiz Leme Klabin
*Management and members of the Fiscal Council, elected at the Extraordinary General Shareholders’ Meeting, held on April 16, 2024.
Resolutions of the Board of Directors
Among the highlighted decisions of the Board of Directors in 2023 are the following:
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Acquisition of companies operating forest assets, machinery, and equipment from Arauco in Paraná, Santa Catarina, and São Paulo, with an investment of USD 1.160 billion;
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Approval of a USD 595 million syndicated loan agreement. The funds will be used for the Company's ordinary business.
Committees taking action
Throughout the year, the Advisory Committees worked to support the management of various topics:
People |
Number of meetings in 2023 |
Topics addressed |
|---|---|---|
Audit and Related Parties Committee |
19 |
• Hiring and dismissal of independent auditors • Quarterly Information • Internal Controls • Internal Audit • Compliance • Risk Policy • Related Parties Policy • Hedge Policy • ESG Risks |
People and Culture Committee |
16 |
• Talent Management Policies • Organizational Structure • Succession • Culture • Directors' Compensation • Variable Compensation Program • Directors' Compensation Survey • Monitoring Corporate Goals |
Sustainability Committee |
9 |
• Monitoring sustainability issues with an emphasis on environmental and social responsibility, such as social programs, circular economy, carbon credit projects, biodiversity, water stress areas. • Sustainability Indicators • Carbon reduction targets • Reports related to sustainability • Results of Corporate Social Responsibility evaluation in the Supply Chain |
