In accordance with the best corporate governance standards, CSN‘s governance structure is composed of the General Assembly, Board of Directors, Executive Board and Audit Committee, in addition to the Finance Committee, Council of Sustainability and areas of support to the Administration.
The General Assembly has the power to decide on all matters related to the company‘s purpose and adopt any resolutions it deems necessary for its protection and development. It is the responsibility of the General Assembly to, among other things, elect and remove the board members.
All documents studied by the general assembly are made available, in advance, by the Company at its registered office and website, at CVM and BM&FBovespa.
The General Assembly meets in the first four months after the end of the fiscal year to deliberate on the election of members of the Board of Directors, accounts presented by the directors, financial statements, allocation of net income and distribution of dividends. Extraordinarily, the General Assembly may meet whenever corporate interests require.
Board of Directors
The role of the Board of Directors is to review and approve policies and strategies, in addition to overseeing the actions of the Executive Board. It is responsible for electing the Executive Board and creating the statutory committees. To understand its other responsibilities, in addition to the duties entrusted to it by law, check the Bylaws of CSN.
CSN‘s Board of Directors is currently composed of six members, with a one-year term, ending on the date of the Annual General Meeting of the year following their election. A seat on the Board of Directors is reserved to the representative of the Company‘s employees in accordance with the bylaws. To learn the Board of Director’s current constitution, visit our portal for investors.
The standards set by the Security Exchange Commission (SEC) for companies listed on the New York Stock Exchange (NYSE) require the existence of an audit committee composed of at least three independent directors who meet the independence requirements of Rule 10A-3, subject to the law regulating the stock exchanges, as well as a written statute specifying minimum duties. The Company‘s Audit Committee was established in June 2005, according to the rules of the SEC, and is composed of three independent members of our Board of Directors.
The Audit Committee has autonomy to make decisions with regard to the provisions of the Sarbanes-Oxley Act - Sections 301 and 407. Some of its main attributions are: to review the financial statements and other public information about the company’s operating performance and financial condition, recommend to the Board of Directors the appointment, compensation and hiring of external auditors, and monitor the performance of internal and external audits.
The Audit Committee is currently composed of Mr. Fernando Perrone, Mr. Yoshiaki Nakano and Mr. Antonio Bernardo Vieira Maia.
CSN’s management and the general conduct of its business are performed by the Executive Board, in accordance with the policies and strategies defined by the Board of Directors. The Executive Board meets whenever convened by the President or by two Executive Officers, each executive officer being responsible for conducting the transactions related to his or her area of operation. The mandate of the Executive Officers lasts two years, with reelection permitted. The Executive Board currently consists of five executive directors, one being the President, named: Benjamin Steinbruch (President), Pedro Gutemberg Quariguasi Netto, Luis Fernando Barbosa Martinez, David Moise Salama and Marcelo Cunha Ribeiro. To learn more about them, visit our portal for investors.
The Board of Directors may create, for advice, special committees composed of appointed members with pre-established purposes and activities of limited duration. This is the case of the Financial Committee, consisting of four members, that convenes whenever there is an issue requiring their involvement.
The special committees created by the Board of Directors have no executive or deliberative functions, and its recommendations, proposals and/or opinions should be forwarded for consideration by the Board of Directors.