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SESSION 3 – DEVELOPING BOARD PROFESSIONALISM

OECD – Organisation for Economic Co-operation and Development In co-operation with the World Bank Group. The Third Meeting of the Latin American Corporate Governance Roundtable 8-10 April, 2002 Bolsa Mexicana de Valores, Mexico City, Mexico.

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SESSION 3 – DEVELOPING BOARD PROFESSIONALISM

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  1. OECD – Organisation for Economic Co-operation and Development In co-operation with the World Bank Group The Third Meeting of the Latin American Corporate Governance Roundtable 8-10 April, 2002 Bolsa Mexicana de Valores, Mexico City, Mexico SESSION 3 – DEVELOPING BOARD PROFESSIONALISM Sergio Foguel, Member of the Board Odebrecht S.A. - Brazil

  2. The Third Meeting of the Latin American Corporate Governance Roundtable Session 3 – Developing Board Professionalism • Odebrecht: Milestones • Business Scope – 2002 • Figures • Key Issues • At The Board • Governance Framework: The Basic Board • Agenda • TEO – Basic Tenets • TEO - Communication • Core Competence CONCESSIONS ODEBRECHT S.A. • CONCESSIONS • OIL & GAS • PULP & PAPER ENGINEERING & CONSTRUCTION PULP & PAPER

  3. Isaac Gondim South America Concessions Business Acquisition of CBPO Oil& Gas Acquisition of TNE Project Foundation of Construtora Norberto Odebrecht Investment in TRIKEM Odebrecht Milestones Local International Regional National Engineering & Construction & Odebrecht Africa Asia/Europe USA 00s 50s 60s 70s 80s 90s 00s 50s 60s 70s 80s 90s 20s 40s 20s 40s Decision on Diversification & Internationalization Acquisition Acquisition of the of the control of Creation of control of Chemical & Petrochemical and other Businesses Odebrecht COPENE OPP Holding Company BRASKEM Creation Acquisition of the control of Forestation and TRIKEM Pulp Project

  4. Business Scope - 2002 ODEBRECHT S.A. ODEBRECHT S.A. (Holding Company) (Holding Company) • CONCESSIONS • OIL & GAS • PULP & PAPER CHEMICAL & PETROCHEMICAL ENGINEERING & CONSTRUCTION Core Businesses Minority Stakes PULP & PAPER

  5. Figures Engineering & Construction Chemical & 36% Petrochemical Consolidated Gross Revenue (US$ 4.2 billion) 60% • People: 36.843 • Brazil 27.028 • Others 9.815 Others 4% Note: Based on 2000 figures

  6. Keys Issues • Board’s Mission / Role / Responsibilities • The Power Balance between Board • and Management • Setting the Overall Direction • Composition of the Board • Effectiveness - Evaluation ODEBRECHT S.A. Support Company OCS OIL & GAS CHEMICAL & PETROCHEMICAL ENGINEERING & CONSTRUCTION

  7. At The Board • Key Task: Appointing, Evaluating • and Releasing the CEO • Key Role: Trustee (not “watchdog”, • not “pilot”) • Focus: Adding Value • Process: Investment in Alignment • Pays Off !

  8. Governance Framework: The Basic Board Agenda Strategic Direction • Core Ideology • Values • Purposes • Future • (10 yrs) Envisioned Goals and Architecture (*) • Overall • Strategy Odebrecht Entrepreneurial Technology (Core Competence) Planning, Follow-up, Evaluation Framework Metrics (Tangible & Intangible) Policies Structure (Legal & Organizational) Confederation of Entrepreneurs-Partners Key People (Current, Potential, Succession) (*) Collins and Porras, 1996 – Neubauer, 2000

  9. PARTNERSHIP participating in the conception and execution of the work, producing and sharing results CONFIDENCE IN PEOPLE, in their capacity and desire to develop SERVING THE CLIENT with quality, productivity, innovation and responsibility REINVESTMENT of results to create new growth opportunities ENTREPRENEUR - PARTNER PEOPLE SELF DEVELOPMENT education on the job and for the job DECENTRALIZATION through PLANNED DELEGATION The Odebrecht Entrepreneurial Technology Basic Tenets

  10. The Odebrecht Entrepreneurial Technology ENTREPRENEURS-PARTNERS SHAREHOLDERS CLIENTS COMMITMENT TO SERVE RESULTS PULP & PAPER COMMUNICATION

  11. Core Competence MULTIPLE DELEGATED ENTREPRENEURIALSHIP. THE PRACTICE OF THE T.E.O. ENHANCES THE SIMULTANEOUS PRESENCE IN VARIOUS BUSINESSES, MANAGEMENT SPHERES, GEOGRAPHIC AREAS AND CULTURES.

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