Corporate Governance

Corporate Governance

Since 2005, Cosan has been listed on the Novo Mercado segment of B3, which reflects our public commitment to follow the best governance practices, in addition to what is already required by Brazilian Law and CVM (Brazilian Securities and Exchange Commission).

Accordingly, we issue only common shares and are part of the Level 2 American Depositary Shares (ADSs) program listed on the New York Stock Exchange (NYSE). Click here for more information.

Cosan is managed by the Board of Directors and the Executive Officers. According to the Company’s Bylaws, the members of the Board of Directors are elected at the Shareholders Meeting, with a term of 2 years, reelection being permitted. The members of the Executive Board are elected by the Board of Directors, also with a 2-year term.

Governance Structure

Novo Mercado Segment

In addition to the obligations imposed by current Brazilian law, to be listed on the Novo Mercado segment an issuer must meet all of the following requirements:

  • issue only common shares;
  • Non-accumulation of the Chairman of the Board of Directors and Chief Executive Officer positions;
  • Provision in the Bylaws that the Board of Directors is composed of at least 2 independent directors or 20%, whichever is greater;
  • Disclosure of the charters of the Board of Directors, its advisory committees and the Fiscal Council; and
  • Disclosure in the Reference Form, in the form of a table, by body, the value of the highest, lowest and average annual remuneration of the Board of Directors, Executive Officers and Fiscal Council, relative to the last fiscal year. More information on remuneration in the Reference Form.

Our Governance Evolution

We have strengthened our governance model over recent years, and the year 2022 was key for the consolidation and maturation of this structure. To assist the Company’s Management, in 2021, the Strategy & Sustainability Committee was created, which is presided over by an independent member, supported by the Strategy Vice-President and the Sustainability area at Cosan.

We have a solid risk management structure to identify events that could have a negative impact on the sustainability of our business. Our methodology includes assessments of the probability of the occurrence of financial, environmental, social, commercial, market, legal/regulatory, health, security, image and reputation impacts. 

We revisited the scope of the Audit Committee, increasing the focus on Information and Cyber Security, and whose role is to report to the Board of Directors our progress in the topic. We expanded the People Committee, which is now the People & Nominating Committee, seeking to promote sustainability and diversity in our talent pipeline, while also increasing the independence and diversity of our Board. We also created a Compliance Committee to consolidate the guidelines of the Cosan Anticorruption Program and to concentrate all reports involving ethical issues and violations of the Code of Conduct. 

Information and cyber security is a key priority at Cosan. With monthly reports by the team to Cosan’s CEO and CFO and periodic presentations to the Audit Committee and Board of Directors, the topic is part of the regular agenda of the Audit Committee, which has held at least 5 meetings with presentations, reports with security indicators and progress on projects related to the topic. See more information here.

Reaffirming our positioning of adopting best corporate governance practices that go beyond our legal obligations, in 2023, we signed a letter of commitment to the 100% Transparency Movement, an initiative of the UN Global Compact Network Brazil that works to engage companies in combating corruption to meet the Sustainable Development Objectives (ODS) of the UN 2030 Agenda. See more information on ESG.

Corporate Governance Practices

We list below some of the corporate governance practices at Cosan:

  • Current Board of Directors composed of: 5 non-independent members and 5 independent members, 2 of whom is a women;
  • Executive Board composed of 4 members, 1 of which is a woman;
  • Strategy and Sustainability Committee chaired by an independent woman director;
  • ESG Evolution in ESG performance (see more information here);
  • Statutory Audit Committee, 100% composed of independent members, and among its attributions are risk management and the supervision and monitoring of information and cyber security;
  • Corporate policies, among them Clawback Policy; Anti-Corruption; Human Rights; Anti-Harassment and Anti-Discrimination; Compensation; Sustainability; Risk Management; Securities Trading & Information Disclosure; and CEO Succession.

Please see here more information about the Board of Directors, Executive Officers and the Company’s Committee;

For information on the external auditor’s opinion and auditor’s compensation, please see 20-F Form.

Last update: December 5, 2023