The Board of Directors of a company is a non-executive, collective decision-making body responsible for approving the strategic direction, monitoring performance, discussing and voting on other matters subject to its authority and exercising the control functions that pertain to it. According to the Code of Corporate Governance Best Practices prepared by the Brazilian Institute of Corporate Governance (IBGC), the Board of Directors is the guardian of the organization’s principles, values, purpose and governance system, while also being its main component.

The independence of directors is important for the transparency and effective functioning of the board. According to IBGC, each member of the Board of Directors has responsibility towards the company, regardless of whether a partner, shareholding group, manager or stakeholder has appointed them to the position. IBGC also emphasizes that directors must exercise their role with technical, emotional and financial autonomy, without influence of any personal or professional relationships.

The richness of a Board of Directors’ contributions to the company also derives from the diversity of profiles of its members. This diversity ensures plurality of arguments and better quality and more solid decisions.

IBGC points out that an efficient Board must have a membership profile that values diversity of knowledge, experiences, behaviors, cultural aspects, age range and gender.

Gender diversity, particularly, is a fundamental point that must be addressed to ensure equal opportunities for women to be able to reach top management positions. According to the findings of the Board of Directors’ profile survey conducted by IBGC in 2016, women account for only 7.9% of the directors of listed companies in Brazil – an unfair reality of the business environment.

A new Board of Directors for Odebrecht

In a new phase of its corporate turnaround, Odebrecht announced the renewal of its Board of Directors, which already enjoys strategic support from the Global Advisory Council. In this new composition, four independent directors were appointed, in compliance with the new Governance Policy, which ensures greater independence and diversity to the board.