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Governance |
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AES Tietê adopts
the best corporate governance practices and directs its efforts towards
increasing the Company’s sustainability, emphasizing transparency
and respect in its actions and
communication with all stakeholders;
environmental respect and insertion within the community;
and consistent
economic growth of the Company in order to assure fair compensation
for its shareholders.
Although the Company has not adhered to any of the standards of corporate
governance practice of
the São Paulo Stock Exchange (BOVESPA),
27% of the members of its Board of Directors are
independent representatives,
what has become the requirement of Bovespa for companies that
participate
in Level 2. This initiative is in line with the AES Group’s corporate
strategy
throughout the world.
As part of a U.S. corporation with shares listed on the New York Stock
Exchange, in 2005 AES Tietê
standardized internal processes and
controls in order to comply with the requirements of the
Sarbanes-Oxley
Act that apply to the AES Corporation. |
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| Board of Directors |
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The Board of Directors
is made up of 11 members, of whom seven represent the controlling
shareholder,
one represents BNDES, one represents the employees and two are independent
members.
Board members have a unified term of three years. |
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| Management Committee |
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The Company has a
permanent management committee containing six members –
three
representatives of AES and three representing BNDES. It is up to the
Committee to offer
technical support and advice to the Board of the
Directors and Executive Management.
The Committee’s duties are:
(i) to analyze the proposal of the Annual Business Plan;
(ii) to examine
proposals for capital expenditures plans for expansion, replacement
and
improvements of the installations, planning and budget related
to operations and maintenance;
(iii) to monitor the evolution of performance
indicators;
(iv) to verify that services are being adequately provided
in compliance with the
regulatory requirements; and
(v) to monitor
the execution of the Annual Business Plan, as well as examining all
the questions
involving strategic matter and any material technical-operational,
judicial, administrative,
economic-financial, environmental and social
issues considered relevant. |
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| Fiscal Council |
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It is made up to five
members of which three are representatives of the BNDES and two members
are appointed by minority shareholders. |
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| External Audit |
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Ernst & Young
Auditores Independentes has been the independent auditor of AES Tietê since
2004,
in compliance with the requirement of rotating the independent
auditor every five years.
During the year, the auditors were not hired
for any complementary services or consultancy
other than exclusively
audit of the Company’s accounts. |
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| Investor Relations |
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In order to guarantee
total transparency of its relations with investors and a perfectly
equitable
disclosure of information, since 2004 the Company has implemented
a Policy for the Disclosure of
Relevant Information that was approved
by the Board of Directors and is in compliance with the
directives
of the Brazilian Securities and Exchange Commission (CVM).
The Investor Relations
department interacts with investors and analysts
and has the mission of
moving the Company
into close relationship with
the market. In order to facilitate the access of
these professionals
to our
information, the IR department conduct organized four conference
calls
during 2005
to present and
disclose its quarter results, held
a number of meetings with
analysts and
investors
during different
events
and put on a public meeting at the
Brazilian Association
of Security
Analysts
(ABAMEC-RJ).
Through the work carried out by this department and
due to the greater
liquidity
of its shares
at
Bovespa, the number of financial institutions
that
regularly cover
the Company’s stock rose
from 3 at the end
of 2004 to 10 at the end of 2005. |
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