Program - October 22

Session 1 – Board Structure and Function in Brazil and Around the World

Different legal systems, customs, and cultures determine the different ways in which boards operate throughout the world. This panel will discuss what's new in several governance models. The debate will include the effects of this century's crises on increased regulations and their impact on business, capital markets, and the role of board members in Brazil and worldwide.

Local: Auditório Ernst & Young Terco (Auditório principal)

Moderadora: Sandra Guerra - Presidente do Conselho de Administração do IBGC

Convidados: Simon Walker - Diretor Geral do IOD UK – Institute of Directors e Peter Gleason - Diretor Geral da NACD – National Association of Corporate Directors

Session 2 - Conflicts of Interest: Rules and Practices of Boards of Directors

This panel will discuss mechanisms to identify and manage material and formal conflicts of interest – shareholder or director misaligned with the interests of the company, abuse of voting power, binding one's vote to a shareholders' agreement and directing votes, a director's behavior in a merger or acquisition, transactions with related parties, and board interlocking practices. The discussion will also focus on the rules and policies adopted by companies to prevent conflicts and the disclosure of such rules. Lastly, methods to resolve conflicts, such as mediation and arbitration, will be addressed.

Local: Auditório Ernst & Young Terco (Auditório principal)

Moderador: Eduardo Guardia - Diretor executivo financeiro, corporativo e de RI da BM&FBOVESPA).

Convidados: Ana Dolores Novaes - Diretora da CVM – Comissão de Valores Mobiliários, Fernando Soares Vieira - Superintendente de Relações com Empresas da CVM - Comissão de Valores Mobiliários e Luiz Antonio Viana - Conselheiro da Iochpe-Maxion, Localfrio, CVC, Helbor e Senior Advisor do Grupo Carlyle.

Session 3 – New Challenges Facing Boards of Directors

In view of the evolution of markets and changes in the competitive environment, directors have been facing new challenges. This panel will debate the board's role as a value adder vis-à-vis an increased competition and the need to grow – whether organically or not. In this context, the panel will discuss the main challenges brought by innovation and environmental, social, and governance issues. Discussions will further include external and independent director performance, their growing presence on boards, and the quality of their communications with shareholders, without prejudice to their duty to the company and other stakeholders.

Local: Auditório Ernst & Young Terco (Auditório principal)

Moderador: Mauro Rodrigues da Cunha - Presidente Executivo da AMEC

Convidados: Guilherme Affonso Ferreira - Presidente da Bahema, Debora Wright - Conselheira das Lojas Renner e Wolney Betiol - Presidente do Conselho de Administração da Bematech S/A

Session 4 – High Performing Boards

How can boards attain maximum performance and act as the effective leaders of an organization? While personal qualities of the directors – such as individual competence and engagement – are a must, the board's internal process should also be taken into account. This session will cover topics such as gender diversity among members, plus background, motivation, continued education, agenda organization, the secretary's role, advisory and guidance committees to improve decision quality and facilitate director vs. shareholder relations. In addition to these points, this panel will discuss the role of the chair of the board in sorting out these factors.

Local: Auditório Ernst & Young Terco (Auditório principal)

Moderador: Fernando Mitri - Sócio e Gestor da BMK Governança e Gestão

Convidados: Helle Klem - Cônsul-geral - Real Consulado Geral da Noruega no Rio de Janeiro, Salim Mattar - CEO e Presidente do Conselho de Administração da Localiza Rent a Car e José Roberto Mendonça de Barros - Sócio da MB Associados