CPFL Energia adopts differentiated practices of Corporate Governance, based on the principles of transparency, fairness, accountability and corporate responsibility, aligned with the best practices existing in Brazil and other countries.
CPFL Energia also has in its structure a Corporate Governance Department which answers directly to the Board of Directors and advise the top management, Board of Executives and the governance bodies.
The company shares are listed on the market segment with the highest level of governance – the Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão (São Paulo Stock Exchange – B3) attending the following.
- Share capital comprising exclusively of common shares with the guarantee of equal treatment of controlling and minority shareholders in share disposal – 100% of tag along;
- Board of Directors composed of at least five and at most nine members of which two are independent members;
- Statutory Audit Committee to advise the Board of Directors;
- Governance of CPFL group is governed by the Corporate Governance Guidelines, as well as by the Bylaws of the Holding and Subsidiaries;
- Trading Policy of Securities;
- Code of Ethics and Business Conduct;
- Holding company is bound to submit all matters of arbitration to the B3’s Market Arbitration Chamber, pursuant to the Company’s Bylaws;
- Annual Report published in consensus with the guidelines of the GRI (Global Reporting Initiative) and the international framework for integrated reporting IIRC (International Integrated Reporting Council);
- Certification of internal controls by the management (CEO and CFO) and by the independent auditors;
- Preliminary analysis by the Related Parties Committee of transactions involving companies linked to controlling shareholder;
- Annual Self-Evaluation of the members of the Board of Directors and the Fiscal Council;
- Board of Directors, Advisory Committees, one of them being the Audit Committee, and permanent Fiscal Council with competencies and functions defined by Internal Regulations.
For additional information, please refer to the following documents:
Governance Guidelines of CPFL Energia
Internal Regulations of CPFL Energia’s Board of Directors
Internal Regulations of CPFL Energia’s Board of Executives
Internal Regulations of CPFL Energia's Fiscal Council
Internal Regulations of CPFL Energia’s Audit Committee
Board of Directors of CPFLEnergia S.A. Advisory Committees’and Commissions’ Internal Regulation
Policies.
CPFL Energia Model of Corporate Governance
The corporate governance model adopted by CPFL Energia and its subsidiaries is based on the principles of transparency, equity, accountability and corporate responsibility.
In 2022, CPFL marked 18 years since being listed on the B3. With more than 100 years of history in Brazil, the Company’s shares are currently listed on the Novo Mercado Special Listing Segment of the B3, a special segment for companies that comply with corporate governance best practices.
CPFL’s Management is composed of the Board of Directors (“Board”) and the Board of Executive Officers. The Board is responsible for defining the strategic business direction of the holding company and subsidiaries, its composition guarantees business experience diversity and gender and it is composed of 7 members, of which 2 independent members and one woman, with a term of 2 (two) years and possibility of reelection.
The Bylaws of the Board establishes the procedures for evaluating the directors, under the leadership of the Chairman, their main duties and rights as well and the working rules and procedures of the Board.
The Board set up five advisory committees (Strategy, Growth, Innovation and ESG, People, Related Parties, Finance and Risks Management and Audit), all coordinated by a director, which support the Board in its decisions and monitor relevant and strategic themes, such as people and risk management, sustainability, the surveillance of internal audits and analysis of transactions with Parties Related to controlling shareholders and handling of incidents recorded through complaint hotlines and ethical conduct channels.
The Board of Executive Officers is made up of 1 (one) Chief Executive Officer and 8 (eight) Vice Presidents, with terms of two years, eligible for reelection, responsible for executing the strategy of CPFL Energia and its subsidiaries as defined by the Board of Directors in line with the strategic plan of the Company and in accordance with the corporate governance guidelines CPFL has a permanent Fiscal Council, made up of 3 (three) members.
- Mr. Vinicius Nishioka
- Ms. Ran Zhang
- Mr. Rafael Alves Rodrigues
Compensation
Pursuant the Brazilian Corporate Law, the General Meeting is responsible for establishing the aggregate amount we pay to the members of our Board of Directors and our Board of Executive Officers. Once is established an aggregate amount of compensation, our Board of Directors is then responsible for setting individual compensation levels for the Board of Executives.
According to Holding Bylaws, our shareholders may grant profit sharing to the Officers in the fiscal years in which the minimum mandatory dividend is distributed, respecting the legal limits.
On 2023 the Compensation Policy was approved by the Board of Directors.
For additional information regarding Novo Mercado, please refer to the following documents:
Bovespa Novo Mercado Listing Regulation executed by CPFL Energia; B3 Novo Mercado Listing Regulation (as of 01/02/2018).