Cyrela’s management is based on principles of good corporate governance practices. Thus, the Company stands for transparent disclosure of information to society and also for working in accordance with an ethical conduct, allowing for the establishment of long-lasting relationships with stakeholders.
Cyrela’s bylaws establish that the Company’s administration is to be carried out by the Board of Directors, a Board of Executive Directors, and Internal Committees which are responsible for supporting the decisions related to its operations. The Board of Directors is responsible for defining general policies and guidelines for Cyrelas’s operation, assessing the plans and projects proposed by the executive board, and ascertaining the results originally intended.
Currently, Cyrela’s Board of Directors consists of nine members, two of them independent as per the Listing Rules of Novo Mercado, which establish the minimum of five board members (20% of them independent) who can be reelected after a one-year term of office. Current board members were elected for a one-year term of office in the Annual Shareholders Meeting held in April, 2011. Members meet periodically along the financial year. In 2010, 14 meetings were held.
The Board of Directors is also responsible for electing the Executive Board, where members have a 3-year term of office and may be dismissed from their position at any time. Cyrela has eight directors: one chairman and one vice-chairman, legal representatives of the Company and also responsible for the execution of the business strategy defined by the Board of Directors, for the elaboration of plans and projects, and for the operational and financial performance. The Board of Executive Directors is currently formed by: Elie Horn (Chairman); Rogério Jonas Zylbersztajn (Vice-Chairman); José Florêncio Rodrigues Neto (Vice-CFO), Luis Largman (CFO and Investor Relations Officer); Ubirajara Spessotto de Camargo de Freitas (Chief Development Officer); Cassio Mantelmacher (Chief Real Estate Development Officer); Gilson Fernando Hochman (Chief Sales Officer); and Cláudio Carvalho de Lima (Chief Legal & Corporate Officer).
The bylaws also provide for the establishment of an Audit Committee. In case of Cyrela, this is not a permanent board and will only be set up when called by shareholders holding at least 2% of voting shares.
The Audit Committee should have 3 to 5 members who are not related to the Company’s administration and the same number of alternate members, shareholders or not, with a one-year term of office and reelection right, whose powers and assignments are established by the law. In 2010, the Audit Committee was not called upon.
The Company created internal committees to give more agility and transparency to the decision-making process. Each committee has a team with managerial members and other employees who meet on a regular basis. These professionals support the senior management and help the decision-making process so that works are carried out with the highest ethical standards.
Cyrela’s governance has seven committees with the following assignments:
Operational – Responsible for the strategic planning of the Company; it follows and approves its execution. Members meet once a month.
Engineering – Reviews and follows the construction schedules; also prepares final designs, plans and quotes construction, follows the cost course, plans procurements and follows the procedures of material executions as per the ISO 9000 standard. Meetings are held on a monthly basis.
Development, marketing, and product development – At least once a week, this committee meets to review and decide on the development of products and projects.
Financial – Has the assignment of reviewing the cash flow of projects and deciding on any financing lines to be contracted. In installment sales, it is responsible for the financing policy. Committee with monthly meetings.
Credit and Collection – Meets monthly to review the performance of accounts receivables. The Committee is also responsible for all remedies towards credit policies, real estate resale, client default, and forwarding the client to financing lines with banks. This team provides subsides to the sales area for the elaboration of price sheets, payment conditions and bank financing, and for the elaboration of renegotiation policies.
Sales – The Committee monthly follows the performance of sales.
Business Development – Two committees are responsible for the search and acquisition of new land. The Technical Committee, which reviews lands considered and previously assessed, with the respective studies of mass, research and feasibility. On the other hand, the Approval Committee is responsible for making final decision after visits and the result of previous assessments. Both meet on a monthly basis.
External audit
Financial Statements of Cyrela were reviewed by independent auditors. External audit services are provided by Ernest & Young Terco since 2006.
Compensation of board members and directors
The compensation of executive directors and members of the Board of Directors is defined by the Annual Shareholders Meeting once a year. This policy is based on current market practices and aims to attract and retain skilled professionals who help the growth and perpetuity of the Company. In addition to the regular compensation, the Executive Board members – both statutory and non-statutory – are entitled to short and long-term variable compensation with the aim of aligning the interests of executives with the interests of the Company and its shareholders. The variable and short-term compensation is aimed at compensating the executive as per the annual result of the Company based on the fulfillment of corporate and individual goals. The variable compensation is based on stock option agreements. Members of the Board are only entitled to fixed compensation.
Hystory of Payments
|
Payday |
Payment* |
Common CYRE3 (R$/share) |
Distributed profit (R$ million) |
|
06/24/11 |
(-) Paid dividends |
0.3370 |
142.5 |
|
05/11/10 |
(-) Paid dividends |
0.4703 |
198.9 |
|
05/11/09 |
(-) Paid dividends |
0.1854 |
65.9 |
|
05/16/08 |
(-) Paid dividends |
0.0410 |
14.6 |
|
09/25/07 |
(-) Paid dividends |
0.1687 |
60.0 |
|
05/10/07 |
(-) Paid dividends |
0.0852 |
30.2 |
*Dividends and interest over own capital distributed to Cyrela’s shareholders.
