The Company bases its management model on the transparency and sustainability of its business and, therefore, seeks to constantly improve its corporate governance practices. It also adopts a series of actions that assure the ethical conduct of business, as well as the sharing of decisions.
Based on ethics and transparency for the management of its business, in 2015, the Company introduced a Code of Ethical Conduct, based on good governance practices and current legislation, focusing on Law 12846 of August 2013.
Norte Energia periodically reports on its activities and performance, presenting data reviewed by independent external auditors. In this sense, the disclosure of the Company's results follows the international accounting standards defined by the International Financial Reporting Standards (IFRS).
Board of Directors, Board of Executive Officers and Fiscal Council
The governance structure of Norte Energia is formed by the Board of Directors, Board of Executive Officers and Fiscal Council. The Board of Directors is advised by six Committees, composed of representatives of the shareholders and Board Members.
Board of Directors
Responsible for defining the long-term strategies of Norte Energia, the Board of Directors monitors the execution of the actions taken by the Board of Executive Officers and makes decisions on matters relevant to the business, in accordance with the attributions conferred by the Company's Bylaws.
The Board is composed of a maximum of 12 full members and an equal number of alternates, elected at a General Meeting. At the end of 2017, Norte Energia had 12 Board Members for unified two-year terms.
Committees to support the Board of Directors
Six committees, in which representatives of each shareholder participate, support the Board of Directors of Norte Energia SA in the definition of strategic and operational guidelines on specific topics. They are:
Financial Committee - Responsible for the analysis of the processes of selection of financial service providers and studies and proposals required by the Board of Directors regarding financial services.
Technical Committee - Responsible for the analysis of the processes of selection of the suppliers of engineering, supply and construction, and the progress reports of civil works, supply and assembly.
Environment Committee - Responsible for the analysis of the processes of selection of suppliers of environmental services and the reports of progress in the fulfillment of the environmental constraints.
Management Committee - Responsible for the analysis of the processes of selection of suppliers of administrative services and of remuneration and benefits policies.
Audit, Compliance and Risk Committee - Responsible for the analysis of the policies of the Company's annual audit plan, external audit reports and financial statements and respective opinions.
Regulation and Trading Committee - Responsible for monitoring and elaborating studies, opinions and technical notes on the regulation of the electric sector, the current marketing rules and their amendments.
Acting on a permanent basis, the Fiscal Council of Norte Energia acts as an oversight body for management acts of an economic and financial nature. It is composed of five members and alternates in equal numbers, elected at the General Meeting. The Fiscal Committee reviews the financial statements and reviews investment plans, among other tasks. At the end of 2017, the Company had 5 tax advisers.