About IBGC

The Brazilian Institute of Corporate Governance (IBGC), a non-profit organization, is Brazil’s main center for the development of best Corporate Governance practices.
IBGC organizes talks, lectures, forums, conferences, training courses and networking events for professionals, publishes books and conducts researches. The Institute also offers a Certification Program for Directors and Fiscal Council members, offering additional insight into a range of issues vital to improving their business performance. Those who receive the certificate become members certified of the IBGC Director Recruiting service Database.

Based in São Paulo, the IBGC has seven regional Chapters located in Ceara, Minas Gerais, Parana, Pernambuco, Rio de Janeiro, Rio Grande do Sul and Santa Catarina. It is currently hosting the Global Reporting Initiative (GRI) in Brazil and is part of the network of Latin American Corporate Governance Institutes (IGCLA) and the Global Network of Director Institutes (GNDI), a group that includes corporate governance and board of directors’ institutes from around the world. Since November 27, 1995, the Institute has been supporting sustainable development and influencing the agents in our society to drive greater transparency, fairness and responsibility.

Mission and Vision

Goals and values

“To act as a benchmark in Corporate Governance, supporting sustainable development of organizations and influencing the agents in our society to drive greater transparency, fairness and responsibility.”

  • Pro-activism: Commitment to training agents and developing and promoting best practices.
  • Diversity: Recognize the value in and encourage diversity of ideas and opinions;
  • Independence: defend our principles, protect our reputation and be impartial in relation to any interest group.
  • Coherence: between the initiatives and principles of Corporate Governance, which are:
  • Transparency: More than the duty to inform, it is the desire to provide interested parties with information that is of interest, and not merely those imposed by laws or regulations. An adequate transparency results in an atmosphere of trust, both internal and external, in third-party relationships. It should not be restricted to the economic and financial performance, but also consider other tangible and intangible factors that guide managerial action and lead to the creation of value.
  • Fairness: A fair treatment of all shareholders and other stakeholders. Discriminatory attitudes or policies, under any pretext, are entirely unacceptable;
  • Accountability: The agents of governance should be accountable for their actions, undertaking the full consequences of their acts and omissions.
  • Corporate Responsibility: The agents of governance should watch over the sustainability of their organizations, to ensure their company’s longevity, by observing social and environmental principles when identifying business deals and operations.

Structure, including no of members and students

Structure

The IBGC governance structure is comprised of the General Meeting, Board of Directors (BD), Officers, Superintendence’s, and supporting bodies, like whereby the Board Committees, Regional Chapter coordinating committees and commissions (Special, Management Support, Industry and Themed). Meetings are held annually to present accounts to members and society in general and elections for Directors and Chapter Coordinating Committees are held every three years during the AGM. Officers are nominated by the board. IBGC management, except the superintendents, work pro bono. The directors and Chapter coordinators hold office for three years and may only be reelected once. As part of the Governance structure, the General Superintendence reports to the Board and Officers and leads the IBGC team’s everyday activities.

number of members (until August 15, 2018):

individual members – 1687
corporate members – 195
Sponsors – 10

Students (2017):

2994 (total)
Open courses – 1621
In-company – 1373

Governance

Board of Directors

Since its foundation, the IBGC has had a Board of Directors made up of nine members elected during the General Meeting. The Board is the steward of best Governance practices and responsible for overall guidelines, setting strategy and monitoring action plans, as well as assessing development of Corporate Governance in Brazil. The Board holds up to ten meetings each year, board members are elected for three-year terms and may be reelected once. They are required to act in accordance with the Bylaws and the Board’s Charter, which set out how the Board should perform its functions and discharge its statutory duties. In this mission, it is directly supported by two committees, whose members are also directors: The Audit and Risk Committee and the Human Resources Committee, with advisory services from two support groups: The Nomination and Governance group and the Ethics and Conduct group.

Executive Management

The Executive Management team is made of up between two and five members who are elected by the Board to a two year two. They may be reelected once. Currently divided into the Administrative, Legal and Finance areas, Executive Management oversees corporate, operational and business activities, ensuring compliance with legislation and Bylaws and enforcement of the decisions taken at the General Meeting, Board of Director meetings and its own meetings. Superintendence is appointed by the Board of Directors and puts the guidelines and strategy adopted by the Board and Management into practice and receives support from its own team, which is divided into three areas: Operations, Development and Advocacy.

Chapter Coordinating Committees

Made up of members associated with a specific branch of the Institute, the Chapters hold special meetings for local members to elect a Coordinating Committee which is responsible for implementing budgets and targets and presenting proposals on issues of interest to the local branch for Board approval.

Brazilian Institute of Corporate Governance