moacir salzstein director of corporate governance

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NATURA CORPORATE GOVERNANCE. Brazilian-American Chamber of Commerce November 2, 2010. Moacir Salzstein Director of Corporate Governance. OUR COMPANY. REASON FOR BEING. Our reason for being is to create and sell products and services that promote well-being well. - PowerPoint PPT Presentation

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  • Moacir SalzsteinDirector of Corporate Governance NATURA CORPORATE GOVERNANCE

    Brazilian-American Chamber of Commerce November 2, 2010

  • OUR COMPANY

  • REASON FOR BEINGOur reason for being is to create and sell products and services that promote well-being well.Well-being is the harmonious, pleasant relationshipof a person with oneself, with ones body.

    Being well is our empathetic, successful, and gratifying relationship of a person with others, with nature, and with the whole.

  • OUR BELIEFSLife is a chain of relationships.Nothing in the universe exists alone.Everything is interdependent.The continuous search for improvement promotes the development of individuals, organizations and society.Commitment to the truth is the route to perfecting the quality of relationships.The greater the diversity, the greater the wealth and vitality of the whole system.

  • The search for beauty, which is the genuine aspiration of every human being, must be free of preconceived ideas and manipulation.The company, a living organism, is a dynamicset of relationships. Its value and longevityare connected to its ability to contributeto the evolution of society and itssustainable development.OUR BELIEFS

  • Because of its corporate behavior, the quality of the relationships it establishes and the quality of its products and services, Natura will be an international brand, identified with the community of people who are committed to the construction of a better world, based on a better relationship with themselves, with others, with nature of which they are part, with the whole.VISION

  • ESSENCECHANNELCORPORATEBEHAVIORPRODUCTS AND CONCEPTSVALUE PROPOSALProducts that improve a better relationship with: your body, with yourself, with others, with the whole.

    Science and popular tradition.

    Low environmental impact.

    Safety and quality.

    Pleasure in use.

    First and foremost, our Consultants are individuals.

    Our Consultants are our first consumers.

    Sales through relationships.

    Dissemination of well being well.

    Sustainable development:

    Consistent economic results ,

    Greater generation and distribution of wealth,

    Care with the environment.

    Relationship quality.

    OUR COMPANY

  • Net sales: R$ 4.2 billion;Ebitda: R$ 1.0 billion;Products for different segments: fragrances, make up, creams, soaps, deodorants, hair productsOver 1 million consultants (sales representatives);6,260 employees;Headquartered in Cajamar, So Paulo;Listed on the Sao Paulo Stock Exchanges New Market; Investments in innovation: R$ 111.8 million (2.6% of net revenue); Investments in corporate responsibility: R$ 59.9 million;Committed to reducing GHG emissions by 33% between 2007 and 2011. In three years, we eliminated 16.1%.OUR NUMBERS As on Dec 31, 2009OUR COMPANY

  • PeruChileArgentinaBrazilFranceMexicoColombiaBolivia(distributor)OUR UNITSEl Salvador(distributor)Guatemala(distributor)Honduras(distributor)OUR COMPANY

  • Biggest and Best, Exame Magazine: Best company in the Consumer Goods category and the company of the year; Best of Dinheiro, Isto Dinheiro magazine: Best company in the Pharmaceutical, Hygiene and Cleaning industry;Capital Aberto magazine: Natura ranked 1st in the Best Companies for Shareholders award in the category of companies with a market value between R$ 5 and R$ 15 billion;Valor Econmico Newspaper: Best Company in the Hygiene and Cosmetics Industry;Carta Capital magazine: Most Admired Company in Brazil;IBGC Corporate Governance Award: we won in the Evolution in Corporate Governance category;Finep Award: We won in the Large Company category;Exame Sustainability Guide: among the 20 most distinguished companies in Brazil;poca Climate Change: Natura distinguished itself as one of the Leading Companies in Climate Policies.AWARDS AND RECOGNITIONS 2009

    OUR COMPANY

  • EVOLUTION GROWTH HIGHLIGHTSTIMELINE1969: a small lab and two passions.

    1974: choice for direct sales.Sound growth based on regional expansion and products portfolio.Commitment to social and environmental accountability.

    Search for management excellence.

    International expansion.

    2,492Sustainable development:

    Ekos Line (2000).

    Opening of Espao Natura,in Cajamar (2001).

    The company went public, having its shares traded on Bovespa (2004).657170570s80s90s00sXNet sales US$ M

  • EVOLUTION GROWTH HIGHLIGHTSNaturas foundationDirect Sales and Consultants.Creation of Natura System.

    Sr. N. lineMake-up and perfumes market.Beginning of operations in Chile.Sales of refill packs for cosmetic products.

    Sve line.TIMELINE196919741979198119821983

  • TIMELINEEVOLUTION GROWTH HIGHLIGHTSErva Doce line.Chronos line.Merger of companies that integrated the Natura System.Reason for Being and Beliefs.Truly Beautiful Woman concept. Beginning of operations in Argentina and Peru.

    Mame e Beb line. 198619891990199219941984

  • EVOLUTION GROWTH HIGHLIGHTSCrer para Ver program. Board of Directors.Natura Ekos line.Espao Natura, in Cajamar.

    Annual Report following the GRI model.Initial Public Offering (Novo Mercado of Bovespa).

    NBR ISO 14001 certification.TIMELINECasa Natura, in Paris (France), and Mexico City.

    Chronos Spilol.

    NBR ISO 9001 certification. 199820002001200420051995

  • EVOLUTION GROWTH HIGHLIGHTSEnd of tests in animals.Direct sales and technology center in Paris.Casa Natura, in Campinas (State of So Paulo).Soap factory in Benevides (State of Par).Profit sharing agreement.Launch of Amor America.

    Beginning of operations inColombia and Venezuela.

    Chronos Passiflora (Natura Campus).

    Launch of Natur.

    Appreciation of 18% in shares.

    Beginning of the organizational restructuring process.TIMELINE20072008200620091 million ConsultantsCrer para Ver in all Latin American operations.Natura Management System: process, culture and development of leaderships.

  • CORPORATE GOVERNANCE

  • CORPORATE GOVERNANCEExternal audit.Beliefs, Vision and Reason for Being.Creation of the Board of Directors.Creation of the Audit and Risk Management Committee de RiscosManagement reports.Human Resouces Committee (currently named Peoples Committee). PRACTICES EVOLUTIONBest Annual Report among Closed Corporations award granted by Abrasca (Brazilian Associationof Publicly-Held Companies). 199019982000200120031989

  • Listed on Novo Mercado.IBrX50, MSCI, IGC, ISE and Itag index.Ibovespa.

    External Evaluation conducted by Egon ZehnderWe reached a new level and strengthened our four support committees: Strategic; Corporate Governance; People and Organizational Development ; and Audit, Risk Management and FinanceIBGC AwardCORPORATE GOVERNANCEPRACTICES EVOLUTION 20042005/0620062007Annual self-evaluation process.2009

  • Constantly improve the quality of Natura corporate governance.Create a managed decision-making space for the founders to exercise their contributions.To challenge the assumptions of the management.To foster the dissemination of Naturas success elements, which are mostly concentrated on the companys Reason for Being, Vision and Beliefs.BOARD OF DIRECTORS OBJECTIVES AND ROLE

    CORPORATE GOVERNANCE

  • To monitor the management of the companys Brand, so as to preserve and improve its identity and perception among groups with relationships with Natura. To guarantee the strong commitment to the obligations assumed in its Mission with all stakeholders.BOARD OF DIRECTORS OBJECTIVES AND ROLES

    CORPORATE GOVERNANCE

  • Board Composition7 members, 4 of which are external members and 3 independent members. Board Committees - Corporate GovernanceStrategicPeople and Organizational DevelopmentAudit, Risk Management and FinanceBOARD OF DIRECTORS

    CORPORATE GOVERNANCE

  • CORPORATE GOVERNANCE COMMITTEE

    Quarterly meetings/half day meetingsSearch for best practices in corporate governanceDevelopment of the Corporate Governance System, and follow its implementationEvaluation of Naturas Corporate Governance SystemOversight of Naturas Corporate Governance System Members: Pedro Luiz Passos (chairman), Luiz Seabra, Jos Guimares Monforte and Julio MouraCORPORATE GOVERNANCE

  • STRATEGIC COMMITTEE

    Monthly meetings/8 hours meetings

    Assessment of strategic issues

    Follow up of the strategic projects in progress

    Discussion on Naturas long-term strategies

    Members: Julio Moura (chairman), Pedro Luiz Passos,, Edson Musa and Alessandro Carlucci.CORPORATE GOVERNANCE

  • PEOPLE AND ORGANIZATIONAL DEVELOPMENT COMMITTEEMonthly meetings/half day meetings

    Evaluation and oversight of main Human Resources subjects: compensation, conduction of leadership projects, succession, qualification

    Creation and follow up of Human Resources Policies

    Members: Luiz Ernesto Gemignani (chairman), Pedro Luiz Passos, Edson Musa, Ftima Raimondi (external member), Alessandro Carlucci and Marcelo Cardoso.

    CORPORATE GOVERNANCE

  • AUDIT, RISK MANAGEMENT AND FINANCE COMMITTEE

    Monthly meetings/8 hours meetings

    Support the Board of Directors in the analysis of financial and risk issues, as well as its relationship with external audits

    Assessment of quarterly and annual financial results

    Members: Jos Guimares Monforte (chaiman), Roberto Pedote, Moacir Salzstein and two external members, Gilberto Mifano and Taiki HirashimaCORPORATE GOVERNANCE

  • GOVERNANCE EVOLUTION INITIATIVES: AGOE CASE

    Meeting held in Cajamar in order to promote a closer contact with investors, including individual shareholders

    Unheard of initiative in Brazil

    Expansion of opportunities for investors to have access and increase their participation:

    Improve their knowledge about the company;

    Participate in decisions that have impact on the companys future;

    Get to know and experience our beliefs and our way to make business.

    Possibility for investors to vote via web.

    Increase the value of the stock market for minority Brazilian investors.

    Participation of 206 investors.CORPORATE GOVERNANCE

  • CONCLUSIONS

  • We believe thatgood governance, transparency and quality of information improve economic, social and environmental results.

    ONGOING EVOLUTION IN OUR CORPORATE GOVERNANCE

  • SHAREHOLDERS

    Profile of Shareholders2007 20082009Individuals19,8139,9937,699Brazilian legal entities633396560Foreign legal entities352538668Total 20,79810,9278,927

  • *Valor acumulado at 12/10/2010CORPORATE GOVERNANCEAPPRECIATIONnatura (Natu3) vs. Ibovespa

  • 2008200720094,5066,392CORPORATE GOVERNANCETOTAL VOLUME OF SHARES TRADED(R$ million)6,894

  • CORPORATE GOVERNANCEPAYMENT OF DIVIDENDS AND INTEREST ON CAPITAL(R$ million)200720092008391.1551.9425.9

  • RELATIVE CO2EMISSIONS (kg of CO2e/kg of billed product)2. The model to calculate the inventory was improved in 2009. The 2008 base was recalculated, as 2007 data is only an estimate that is currently being reviewed.

  • 200753,007.2200854,791.7200959,856.0INVESTMENT IN CORPORATE RESPONSIBILITY (R$ thousands)

  • Evolution of the board in the light of a long term strategy

    Adequacy of board members

    MAIN CHALLENGES AND REFLECTIONS FOR 2011

  • Thank you!Moacir Salzstein(55) (11) [email protected]

    ***************************************Expansion of opportunities of access and participation for investors, especially the minority ones, in the companys Shareholders Meetings. This improvement was marked by the innovative format of the previous Shareholders Meeting and Special Shareholders Meeting structures held simultaneously on April 6, 2010. The AGOE (Annual Shareholders Meeting and Special Shareholders Meeting) was held at Naturas head office, located in the municipality of Itapecerica da Serra (State of So Paulo). On this opportunity, a get together event was organized at Espao Natura Cajamar, located in the town of Cajamar (State of So Paulo), for which all the companys shareholders had been invited, from large national and international institutional investors to individual shareholders. The meeting counted with the participation of Naturas CEO, vice-presidents and controlling shareholders (members of the Board of Directors). Transportation was also made available from Itapecerica to Cajamar, in case the Shareholders Meeting participants decided to go to the get together event after the end of the Meeting. The meetings differential was that the investors participating in the meeting in Cajamar had the opportunity to follow the AGOE and vote, if they wished, the Shareholders Meeting and Special Shareholders Meeting deliberations. The Shareholders Meeting was broadcasted live to Cajamar, as part of the events program. The remote voting could be performed beforehand, by means of electronic instrument of proxy. A total of 206 investors participated in the meeting. Currently, we count on 9 thousand individual shareholders in Brazil. This type of event, which is quite common in Europe and the USA, was performed for the first time in Brazil. The on-line voting service which was used for the first time during our 2010 AGOE - is now part of the facilities used by the company to maintain relationship with its shareholders. We believe this new format of participation by minority investors will consolidate a new paradigm towards the actual participation of them in Shareholders Meetings in Brazil.

    ****