To develop our activities, we count on established resources and relationships that, according to the International Integrated Reporting Framework, are called “capitals,” which are divided into:
This capital represents the infrastructure, the facilities themselves, the materials and equipment owned by Light that are necessary for the operation of business activities, such as: power plants, reservoirs, dams, canals, dykes, spillways, substations, distribution lines and grids, transformers, electrical conductors, circuit breakers, disconnectors, and protection and control devices, as well as support structures such as vehicles, electrical and electronic test laboratories, computer systems, enterprise network, intranet, and internet, among others.
These are the renewable or non-renewable environmental resources and processes that support Light in their supply of services and products, including water, land, forests, and biodiversity.
This capital includes the individual skills, knowledge, and abilities of the Light employees that are part of the organization’s collection of experiences and culture. Considers the actions to align the workforce with the organizational culture and the Company’s strategies, focusing on results.
Human capital also includes the training actions, internal communication, retention, engagement and promoting integration between different areas to improve processes.
Includes the tacit knowledge, organizational standards and procedures, cooperative systems, patents, licenses, technologies, R&D projects, etc. It also includes the knowledge management processes, to preserve it for future generations.
This Capital considers the relationship with the interested parties and/or participation in networks, sharing information and improving individual and collective wellbeing. It also includes established relationships, partnerships, common values, and intangibles related to the brand, reputation. etc.
These are the resources available for the presentation of services and investments, including debts incurred, shares, subsidies received, return on investments made, etc. At Light, financial capital is related to the company’s results, the purchase of energy, new business, regulation, and other themes and activities.
Learn more in the Light Annual Report 2020
Light’s Corporate Governance Manual sums up the mechanisms and practices set aside to meet the objectives of value creation for the company and its shareholders.
Transparency and dialogue with the market and other stakeholders are insured in the following manners:
- Construction of a positive dynamic between shareholders, providing clear direction for the Company and agile decision making;
- Creation of the necessary conditions for effective management of business by executives;
- Formalization and organization of interfaces, assuring legal and regulatory compliance in corporate governance;
- Timely and precise reporting of all relevant facts regarding Light, including the financial situation, performance, equity position, and governance.
For more details on the Company’s governance practices, please check our Agreements, Regiments and Policies page.
The Chairman of the Board of Directors is not an executive manager. [GRI 102-23]
The composition of the Board of Directors, at least 20% of the board members are independent, according to the definition of the Listing Rules of the Novo Mercado. The board members elected via the means listed in article 141, §§ 4 and 5, of the Law of Stock Corporations are also considered independent.
Independent Director means a member of the board of directors that: (i) has no ties to the Company, other than minor equity interest; (ii) is not a Controlling Shareholder, member of a group of controlling shareholders or any group with significant possession of shares, spouse or close family member (to the second degree) of a Controlling Shareholder, and neither has, nor has had in the three (3) previous years, any ties to any company or entity related to a Controlling Shareholder (excluding persons with ties to public education or government research entities); (iii) not linked in any manner to shareholders agreements; (iv) in the three (3) previous years has not been an employee or officer of the Company, or of the Controlling Shareholder or of a subsidiary of the Company; (v) in the three (3) previous years has not been an advisor to the Controlling shareholders; (vi) is not a direct or indirect provider, supplier or buyer of goods and/or services, to an extent that would imply loss of independence; (vii) is not an employee or senior manager of any company or entity that is offering or requesting services and/or products to and from the Company to an extent that would imply loss of independence; (viiii) is not a spouse or close family member (to the second degree) of any senior manager of the Company; and (ix) is not entitled to any payment by the Company other than the consideration earned as director (excluding cash distributions received in the capacity of an equity holder); (x) in the three (3) previous years, has not been an employee of a company that has audits or has audited the company in the given period; (xi) not a member of a non-profit organization which has received significant amount of resources from the Company or its related parts; (xii) is independent in relation to the Company’s CEO; and (xiii) is not financially dependent on the compensation provided by the Company.
The Board of Directors is composed of nine members. We currently have six male and three female members, all of whom are independent.
Some of the characteristics and conduct required of board members include the following:
- Learn details about the Company, its business, and all of the issues submitted to the Board of Directors.
- Bring to the discussion any issues whose debate is of interest to the company, and offer pertinent contributions;
- Place the interests of the company above the interests of shareholders or board members;
- Work well as a team and express themselves appropriately;
- Have a solid business background;
- Maintain a good relationship and cooperation with the other board members;
- Contribute to the short and the long term planning;
- Attend meetings and be available when necessary;
- Prepare for meetings; and
- Act attentively, proactively and diligently.
The board members have experience in the following areas: energy, commercialization, logistics, sustainability and ESG, urban mobility, retail, telecommunications, public services, consumer goods, education, financial and corporate investments, auditing, aviation, strategic planning, financial administration, business and administration, legal and public policy.
The skills and knowledge of the Board are publicly available through the Reference Form, sent to CVM (Comissão de Valores Mobiliários) and available for download at the Investor’s Relations website.
Light has a total of four committees: Statutory Audit Committee (CAUDIT), Operations and Finance Committee (COFIN), People and Governance Committee (CPGS) and the ESG Committee (CESG+).
All members of the advisory committees of the Board are currently managers, with fixed non-cumulative compensation packages.
More information on the composition, work, and characteristics of the members of the Committees, as well as the power and responsibilities of each Committee are available at http://ri.light.com.br/en/governance/agreements-regiments-and-policies/ [GRI 102-19, GRI 102-26]
The criteria for the selection and hiring of the board members considers their abilities and skills, besides the legal requirements to work in their office. There is no specific clause for the contracting of local labor. [GRI 202-2]
The Company’s bylaws sets out the duties attributed to the Executive Management, specifically for the CEO and the Investor Relations Officer, and also for the Officers without specific designations.
Find out the current composition and the abilities of Light´s Executive Management at http://ri.light.com.br/en/governance/management/.
The Board of Director’s meetings are ordinarily held once a month, and extraordinarily when necessary. With the needed frequency in accordance with internal regulations, the aid committees, within their jurisdictions, meet to analyze and examine all the issues presented by Executive Management, expected to the decided on by the Board of Directors.
Within the Manual of Corporate Governance and the Internal Regulations of the Board of Directors, attributions concerning sustainability are forwarded to the ESG+ Committee, which also has its internal set of rules. [GRI 102-19]
On the other hand, the CPG is responsible for matters related to people and corporate governance.
Besides the ESG+ Committee, Light’s Executive Management, in accordance with its internal regulations, is also responsible for following up the Company’s commitments with economic, environmental, and social issues. [GRI 102-20]
The DRI is responsible for promoting and monitoring the Company’s ESG strategy.
To learn more about other abilities and responsibilities of the Board, access http://ri.light.com.br/en/governance/agreements-regiments-and-policies/.
The Company, its shareholders, managers, and members of the Fiscal Committee must resolve, through the Market Arbitration Chamber, any dispute or controversy that may arise among them, related to or resulting from the application, validity, effectiveness, interpretation, or violation, and its effects of the provisions of the Law of Stock Corporations (Law No. 6.404/1976), in the Light Corporate Bylaws and the rules issued by the National Monetary Council, the Central Bank of Brazil, and the Brazilian Securities and Exchange Commission (CVM). These include the rules applicable to the operation of capital markets in general, in addition to those listed in the Novo Mercado Listing Rules, the Novo Mercado Participation Agreement, the Sanction Regulations, and the Arbitration Regulations of the Market Arbitration Chamber.
Besides that, the Company also has in place a Policy for Transactions with Related parties, approved by the Board, which also sets a list of mechanisms to identify and resolve interest conflicts.
All transactions with related parties must observe such policy, and the main terms of the agreements must be disclosed in the Company’s Financial Statements Explanatory Notes and the Reference Form, when applicable, in accordance with the law.
Additionally, the concessionaire and authorized companies that are Light subsidiaries should abide by the rules in ANEEL Resolution No. 334/2008, which establishes the procedures for previous and later control of the agency over legal acts and business between concessionaires, trustees, and authorized companies, as well as their related parties.
The main transactions currently made by Light, involving related parties, are the Company’s business operations, such as buying and selling of electricity, and actuarial liabilities with the pension fund sponsored by Light and its subsidiaries, which are submitted to the competent governance bodies for deliberation and approval in compliance with the Bylaws and policies in force.
Light’s compensation policy follows the best market practices aiming to attract and retain qualified professionals, capable of acting in line the business strategies and committed to the Company’s results.
The Company’s aims to maintain a transparent and sustainable compensation policy which rewards results. This policy is structured to reward the members of the Executive Management based on performance, through the establishment of targets for each fiscal year. So, variable compensation plays a relevant role, allowing shareholders to share with the management the Company’s success and value creation, creating long term vision and sustainability, while also aligning both group’s interests.
Every year, the compensation is proposed to shareholders and must be approved by the Annual General Meeting, which is previously disclosed by a Management Proposal, and after being approved, the document is made public through the minutes of the meeting which are also made available on the Investor Relations website.
In the structural organization of the Company, there is a specific committee to deal with the compensation of statutory managers: the People and Governance Committee (CPG). This committee is permanent and is made up of members of the Board of Directors. The CPG seeks to revise and suggest to the Board of Directors the compensation policies and guidelines to the statutory directors of the Company, as well as to the members of the Board of Directors and the Fiscal Board, based in the performance goals established by the Board of Directors.
The Board of Directors evaluates the CPG recommendations and approves the amounts for fixed and variable compensation, respecting the limits established in the Ordinary General Assembly.
In the Company’s compensation plans there is no clause that allows the confiscation of salary and bonuses if there is poor management or fraudulent accounting (clawbacks). However, Light has rules and mechanisms geared towards ethical conduct, which apply, not only to the labor force, but also to board members and executives.
The supplementary pension plan offered to Light executives and employees is Braslight. The board members do not have a right to receive it, unless they are employees or former employees of the Company. The coverage of the obligations included in the pension plan is detailed in www.braslight.com.br. [GRI 201-3]
The opinion of the stakeholders are not specifically considered when defining compensation, although the company considers client satisfaction as an indicator to measure the variable compensation results. [GRI 102-37]
A) Board of Directors
The members of the Board of Directors are entitled to a fixed compensation representing the monthly paid fees, with the purpose of recognizing the value of director’s time and dedication based on their contribution to the performance and growth of the company’s business. Payroll charges are levied on the fixed compensation.
In addition to the aforementioned fixed compensation, the members of the Board of Directors are entitled to an additional and non-cumulative compensation for participation in one or more of the company’s committees. The additional compensation is paid monthly, regardless of the performance in one or more committees.
The Chairman of the Board is eligible for a usual market benefits package for the position held, comprising medical, dental, meal allowance, life insurance and housing assistance, in case of residence change, according to the company’s compensation policy. The other members of the Board of Directors are eligible for the legal reimbursement of travel and accommodation expenses, necessary for the performance of their function, but do not receive any type of benefit (health care, life insurance, postemployment benefits, etc.).
The Board of Directors is not eligible to receive variable compensation.
B) Statutory Board
The members of the Statutory Board are entitled to fixed compensation, variable compensation, and benefits. The fixed compensation represents the fees paid monthly for the position they hold, with the purpose of recognizing the value of the officer’s time and dedication, based on their contribution to the performance and growth of the company’s business.
The variable compensation comprises a short and long-term bonuses, according to the complexity of each position, both linked to performance goals and indicators, which enables the sharing of risks and results, aligning the company’s strategy interests with those of the executives.
On July 4, 2019, an extraordinary shareholder’s meeting was held to resolve about the approval of the Stock Purchase Plan whose participants include the statutory executive officers and executives of the company and its subsidiaries.
For the short-term bonus, Light’s strategic drivers are reviewed annually, which defines the performance measurement indicators that are going to be observed as the CEO’s targets. After this definition, the targets unfold for other members of the Statutory Board, always making sure the goals are challenging and express an evolution of the Company’s results, their high responsibility and authority in the process.
The benefits package is the one usually practiced in the market, comprising medical, dental, meal allowance, private social security, life insurance and housing assistance, in case of residence change, according to the company’s compensation policy.
C) Fiscal Board
The Fiscal Council’s compensation is fixed by the shareholders’ meeting that elected them and under paragraph 3 of article 162 of Law No. 6.404/76, it cannot be less than 10% of the average compensation paid to each officer, excluding benefits, representation fees and variable compensation.
The members of the Fiscal Council are entitled only to fixed compensation, with the purpose of recognizing the value of officer’s time and, based on market parameters and on their contribution to the performance and growth of the company’s business. In addition, they are entitled to the legal reimbursement of travel expenses necessary for the performance of the function. Payroll charges are levied on the fixed compensation.
Pursuant to the company’s compensation policy, members of the Fiscal Council are not eligible for variable compensation and do not receive any type of benefit (health care, life insurance, postemployment benefits, etc).
Employee compensation is made up of their monthly salary, benefits, and variable compensation based on key performance indicators. The package of social benefits includes a private pension plan, meal vouchers, health insurance, life insurance, daycare assistance, social and psychological assistance, and a scholarship to Primeiro de Maio School, among others.
Know the Code of Ethics and Corporate Conduct.
In order to implement its strategies, Light has a structured management and governance model, based on ethical, true and transparent relations with governments, society, customers, shareholders, members of management, employees, service providers, suppliers, unions, professional associations, and all other stakeholder audiences that interact with the Company and contribute to the performance of its mission, the realization of its vision, and the construction of its brand and institutional image on a day-to-day basis. The commitment to the creation of value for the Company and its stakeholders is found in its strategies, which are aligned to priority issues according to Light’s Materiality Matrix and the Sustainable Development Goals (SDG).
The convergence of strategic actions towards sustainable development is explained by the fact that Light operates in the infrastructure sector, whose activities have a direct impact on society and the environment to which it belongs.
The analysis of the relationship between SDGs, Light’s chain of value, and its action strategy was developed during Light’s process of determination of materiality.
Risk encompasses everything that may positively or negatively affect the results of the Company. Accordingly, Light continuously improves its processes to monitor and manage the risks to which it is exposed.
Risk management considers five levels of impact and probability: critical, high, medium, low, and very low, classified as financial, operating, and compliance risks.
Financial risks refer to unpredicted events that affect the liquidity and/or deteriorate the capital structure of the Company.
Operating risks refer to unexpected processes and events, including human error, equipment and system failure, and external agents’ actions, which may significantly damage the Company’s economic value and image, affecting customers and Light’s long-term performance.
Compliance risks involve legal and regulatory issues and changes in the political scenario that may affect the electricity sector. More specifically, changes in legislation result in an increase in judicial contingencies for the Company.
The Integrated Risk Management Model (Modelo de Gerenciamento Integrado de Riscos – GIR), adopted as a benchmark by Light, is based on a methodology and activities recommended by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) for Enterprise Risk Management (ERM).
The measurement of the impact of risks includes the assessment of potential legal and regulatory sanctions, financial and operating aspects, damage to image, and whether the risk may generate inconsistencies in the financial statements. The measurement of probability includes the assessment of the level of susceptibility to fraud and the complexity and level of process automation.
This first analysis of impact and probability presents the measurement of the inherent risk, i.e., the probability of realization of the risk, irrespective of the existence of controls. Subsequently, we measure the residual risk, which is the probability of realization of the risk, considering the environment of controls of the company.
The understanding of the residual risks allows the identification of extremely material processes already under control, allowing Light to focus efforts on processes that may present some level of weakness.