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Corporate governance and management framework

The Mint’s highest governance bodies are the Board of Directors and Executive Board. The Board of Directors is composed of five members: a chair (appointed by the Minister of Finance), the Chief Executive and three other members appointed respectively by the Minister of Planning, by the President of the Brazilian Central Bank and by Mint employees. Members serve a renewable term of three years. [GRI G4-34]

The Board of Directors’ responsibilities include establishing and monitoring implementation of general business guidance; overseeing the activities of the Executive Board; and deciding on multi annual plans, programs of activities and investment programs.

Composition of the Board of Directors (as of December 2016)
MemberRepresents
Julio Alexandre Menezes da SilvaMinistry of Finance
Alexandre Borges CabralChief Executive
Vania Lucia Ribeiro VianaMinistry of Planning
Luiz Edson FeltrimBrazilian Central Bank
Paulo Saltoris de MatosMint Employees

The Executive Board is composed of five members (a president and five members), all appointed by the President of Brazil. The responsibilities of the Executive Board include developing the Mint’s Internal Regulations, budgets, standards and guidelines for internal processes.

Executive Board (as of December 2016)
Alexandre Borges Cabral
Roberto Alfredo Paulo
Jehovah de Araújo Silva Junior
Lara Caracciolo Amorelli
Vagner de Souza Luciano

The Executive Board is under the oversight of the Board of Auditors, which is composed of three members and an equal number of substitutes appointed by the Minister of Finance. Two members represent the Minister of Finance and the third represents the Office of the National Treasury.

Board of auditors (as of December 2016)
MemberRepresents
Fábio Franco Barbosa FernandesMinistry of Finance
Mauro Iunes OkamotoOffice of the National Treasury
Edson Leonardo Dalescio Sá TelesMinistry of Finance

Organizational structure

Strategic Plan 2015-2022 [GRI G4-2]

Our Strategic Plan, which was revised and approved at year-end 2015, identifies key management challenges facing the Mint over the coming years. Our planning process includes a review of our Mission, Vision and Values (see page 8) and development of a Strategic Roadmap of goals set for the period from 2015 to 2022. Our Strategic Plan for 2017 to 2022 was reviewed and approved in December 2016.

Our Strategic Plan 2015-2022 identifies key management challenges facing the Mint over the coming years.

Reorganization [GRI G4-13]

In July 2015 a new management framework was approved by the Board of Directors. The Mint has been restructured into business units to make the Company more efficient, competitive and effective. Significant changes included the discontinuance, merging, creation and segmentation of company departments (which required ongoing programs to be migrated across departments); re-managing employees at departments less in demand; and developing a new training and knowledge management system.

The Management Department (MD) is responsible for our management structure and organizational processes, while the Banknote and Coinage, Passport and Security Printing and Staff departments are responsible for each of these three business functions.

Since 2012, our matrix governance structure has undergone improvements to enhance cross-department communication efficiency. The model consists of control points for strategic processes and activities for which results are monitored and ownership is shared in proportion to the levels of authority of each managerial level.

The Mint began fiscal year 2015 under the management of Chief Executive Francisco de Assis Leme Franco, who was appointed in February 2012. In October 2015, Franco stepped down and was replaced by Maurício Visconti Luz on appointment by President Dilma Rousseff. Maurício retained his position until April 2016, when he was replaced on an interim basis by Lara Caracciolo Amorelli. In July 2016, Alexandre Borges Cabral was appointed Chief Executive on a definitive basis.

Since 2012, our matrix governance structure has undergone improvements to enhance cross-department communication efficiency

Ethics, compliance and risk management [GRI G4-2, G4-56], G4-DMA Anti-corruption

We believe ethics means promoting fair, best practices without discrimination of any kind. In 2015, a review of the Mint’s Code of Ethics was initiated by the Board of Ethics. Compliance with good management practices is enforced by the Compliance Department, which coordinates our risk management functions in accordance with the principles laid down in our Integrated Risk Management Policy.

The Mint has an Ombudsman’s Office responsible for handling suggestions, complaints and concerns related to our governance procedures and ethics. All concerns are recorded in the Federal Ombudsman Office System of the Ministry of Transparency, Oversight and General Controllership (CGU), which monitors compliance with reporting and response requirements and time frames. The Mint also has an Ethics Committee formed of three employees and three substitutes to address matters related to our employees’ conduct.

In 2016, a total of 1,014 employees – including 244 middle management employees (24%), 660 operational-level employees (65%) and 110 apprentices (11%) – received anti-bribery training. Attendance levels far exceeded those in 2015 (four employees: one senior management, one middle management and two operational-level employees), with lectures in 2016 targeting all Mint employees.

Education initiatives providing practical training about ethics and corruption were also implemented in 2016. The program includes lectures on ethics for all employees, as well as guidance on anti-corruption procedures. Induction procedures for young apprentices were also implemented, including briefing on the Mint’s Code of Ethics. [G4-SO4]

All employees joining the Mint receive a copy of the Code. We also organize lectures on ethics for new hires and periodic training for all employees.

The Mint’s primary sources of reference on ethics management include the guidelines published by the Federal Audit Court (TCU), the Ministry of Transparency, Oversight and General Controllership (CGU) and the Ministry of Planning, Development and Management (MPOG), and resolutions issued by the Joint Commission for Corporate Governance and Management of Government Equity Interests (CGPAR).

Transparency, accountability and anti-corruption mechanisms – three issues deemed material for the Mint – are ensured through best-practice recommendations issued by the Brazilian Institute for Corporate Governance (IBGC). Our practices are periodically reviewed by the Federal Audit Court using a Governance Questionnaire, and by the Office for Management and Governance of Government-Owned Companies (SEST, formerly the Department for Management and Governance of Government-Owned Companies) using the Federal Government-Owned Company Management and Leadership Questionnaire.

Compliance Policy

The Mint’s draft compliance policy was approved by the Board of Directors in 2016.

The guiding principles of our compliance policy are as follows:

“In striving to attain the highest standards of compliance, the Mint’s strategic goals, and sustainable, lawful, ethical and transparent business practices, the Brazilian Mint will:

a) Use a preventive approach to mitigate the risk of losses and fraud and prevent any bribery and corruption incidents with the potential to cause property and reputational damages to the Mint;

b) Comply at all times with the laws, standards and internal guidelines and rules on best-practice corporate governance;

c) Encourage employee commitment to conducting their tasks to the highest standards of excellence and security;

d) Document and keep up to date Policies and Guidelines and disseminate them to employees through appropriate systems and training;

e) Ensure that adequate, sound and reliable internal controls are in place and functioning properly to mitigate risks, address the complexity of each process, and protect the organization’s information;

f) Observe the principle of segregation of duties in its activities, processes and limits of authority and prevent conflicts of interest;

g) Ensure employees build the skills needed for their roles;

h) Create a participatory and inclusive environment through open and transparent communication across all levels of the organization and encourage respectful, purposeful and constructive criticism in all activities;

i) Promote a culture of integrity by raising awareness and educating its employees and business partners, based on the principles and values laid down in its Code of Ethics.”