Corporate Governance
Since 2005, we have been listed on B3’s Novo Mercado segment, which reflects our public commitment to follow the best practices of governance, in addition to what is required by the Brazilian legislation and the Securities and Exchange Commission of Brazil (CVM). As per Novo Mercado regulations, Cosan issues common shares with voting rights.
After the corporate restructuring in 2021, we joined the Level 2 American Depositary Shares program on the New York Stock Exchange (NYSE), which bound Cosan to certain rules of the Securities and Exchange Commission (SEC). Click here for more information.
Cosan is managed by the Board of Directors and the Executive Officers. The Board of Directors members are elected at the Shareholders Meeting, while the Executive Officers are elected by the Board of Directors, both to serve a 2-year term of office.
Governance Structure
Novo Mercado
The Novo Mercado rules require the obligations imposed by the current Brazilian legislation and compliance with the following requirements, among others:
- Issue only common shares;
- Do not accumulate the positions of Chair of the Board of Directors and CEO;
- Establish in the bylaws that the Board of Directors must have at least 2 independent directors or 20% of them, whichever is greater;
- Disclose the charters of the board of directors, its advisory committees and the fiscal council; and
- Disclose in the reference form, in table format, by body, the value of the highest, the lowest and the average annual remuneration of the Board of Directors, Statutory Audit Committee and Fiscal Council related to the last fiscal year. See further information about remuneration in the Reference Form.
Corporate Governance Practices
We list below some corporate governance practices at Cosan:
- Current Board of Directors composed of: 6 non-independent members and 2 independent members, among them, 1 women;
- Executive Board composed of 3 members, among them, 1 woman;
- Sustainability Committee presided over by an independent woman director;
- Evolution in the ESG performance (see more information here);
- Statutory Audit Committee, 100% composed of independent members, and among its duties are risk management and the supervision and monitoring of information security and cybersecurity;
- Corporate policies, such as Clawback, Anticorruption, Human Rights, Anti-harassment and Anti-discrimination, Compensation, Sustainability, Risk Management, Negotiation and Disclosure, and CEO Succession.
For further information about the Board of Directors, Executive Board and Company’s Committees click here.
For information on the external auditor’s report and auditor’s remuneration, see Form 20-F.