moacir salzstein director of corporate governance natura corporate governance brazilian-american...
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Moacir SalzsteinDirector of Corporate Governance
NATURA CORPORATE GOVERNANCE
Brazilian-American Chamber of Commerce November 2, 2010
OUR COMPANY
REASON FOR BEING
Our reason for being is to createand sell products and services that promote well-being well.
Well-beingis the harmonious, pleasant relationshipof a person with oneself, with one´s body.
Being wellis our empathetic, successful, and gratifying relationship of a person with others, with nature, and with the whole.
OUR BELIEFS Life 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
ESSENCE
CHANNELCORPORATEBEHAVIORPRODUCTS AND CONCEPTS
VALUE PROPOSAL
Products 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 Consultantsare individuals.
Our Consultantsare our first consumers.
Sales through relationships.
Disseminationof 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 products
> Over 1 million consultants (sales representatives);
> 6,260 employees;
> Headquartered in Cajamar, São Paulo;
> Listed on the Sao Paulo Stock Exchange’s
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, 2009
OUR COMPANY
Peru
Chile
Argentina
Brazil
France
Mexico
Colombia
Bolivia(distributor)
OUR UNITS
El 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, IstoÉ 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 Econômico 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;
» Época Climate Change: Natura distinguished itself as one of the Leading Companies in Climate Policies.
AWARDS AND
RECOGNITIONS 2009
OUR COMPANY
EVOLUTION – GROWTH HIGHLIGHTS
TIMELINE
1969: 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.
2,492
Sustainable development:
Ekos Line (2000).
Opening of “Espaço Natura,”in Cajamar (2001).
The company went public, having its shares traded on Bovespa (2004).
657
1705
70s 80s 90s 00s
X Net sales US$ M
EVOLUTION – GROWTH HIGHLIGHTS
Natura’s foundation
Direct Sales and Consultants.
Creation of Natura System.
“Sr. N.” line
Make-up and perfumes market.
Beginning of operations in Chile.
Sales of refill packs for cosmetic products.
“Sève” line.
TIMELINE
1969 1974 1979 1981 1982 1983
TIMELINE
EVOLUTION – GROWTH HIGHLIGHTS
“Erva 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.
“Mamãe e Bebê” line.
1986 1989 1990 1992 19941984
EVOLUTION – GROWTH HIGHLIGHTS
“Crer para Ver” program.
Board of Directors.
“Natura Ekos” line.
“Espaço Natura,” in Cajamar.
Annual Report following the GRI model.
Initial Public Offering (Novo Mercado of Bovespa).
NBR ISO 14001 certification.
TIMELINE
Casa Natura, in Paris (France), and Mexico City.
Chronos Spilol.
NBR ISO 9001 certification.
1998 2000 2001 2004 20051995
EVOLUTION – GROWTH HIGHLIGHTS
End of tests in animals.
Direct sales and technology center in Paris.
Casa Natura, inCampinas (State of São Paulo).
Soap factory in Benevides
(State of Pará).
Profit sharing agreement.
Launch of “Amor America.”
Beginning of operations inColombia and Venezuela.
Chronos Passiflora(Natura Campus).
Launch of Naturé.
Appreciation of 18% in shares.
Beginning of the organizational restructuring process.
TIMELINE
2007 20082006 2009
1 million Consultants
Crer para Ver in all Latin American operations.
Natura Management System: process, culture and development of leaderships.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
External audit.
Beliefs, Vision and Reason for Being.
Creation of the Board of Directors.
Creation of the Audit and Risk Management Committee de Riscos
Management reports.
Human Resouces Committee (currently named “People’s Committee”).
PRACTICES EVOLUTION
“Best Annual Report among Closed Corporations” award granted by Abrasca (Brazilian Associationof Publicly-Held Companies).
1990 1998 2000 2001 20031989
Listed on Novo Mercado.
IBrX50, MSCI, IGC, ISE and Itag index.
Ibovespa.
External Evaluation conducted by Egon Zehnder
We reached a new level and strengthened our four support committees: Strategic; Corporate Governance; People and Organizational Development ; and Audit, Risk Management and Finance
IBGC Award
CORPORATE GOVERNANCE
PRACTICES EVOLUTION
2004 2005/06 2006 2007
Annual 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 Natura’s
success elements, which are mostly
concentrated on the company’s
Reason for Being, Vision and
Beliefs.
BOARD OF DIRECTORS OBJECTIVES AND ROLE
CORPORATE GOVERNANCE
To monitor the management of the
company’s 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 Composition
- 7 members, 4 of which are external members and 3 independent members.
Board Committees
- Corporate Governance
- Strategic
- People and Organizational Development
- Audit, Risk Management and Finance
BOARD OF DIRECTORS
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE COMMITTEE
Quarterly meetings/half day meetings
Search for best practices in corporate governance
Development of the Corporate Governance System, and follow its implementation
Evaluation of Natura’s Corporate Governance System
Oversight of Natura’s Corporate Governance System
Members: Pedro Luiz Passos (chairman), Luiz Seabra, José Guimarães Monforte and Julio Moura
CORPORATE GOVERNANCE
STRATEGIC COMMITTEE
Monthly meetings/8 hours meetings
Assessment of strategic issues
Follow up of the strategic projects in progress
Discussion on Natura’s long-term strategies
Members: Julio Moura (chairman), Pedro Luiz Passos,, Edson Musa and Alessandro Carlucci.
CORPORATE GOVERNANCE
PEOPLE AND ORGANIZATIONAL DEVELOPMENT COMMITTEE
Monthly 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, Fátima 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: José Guimarães Monforte (chaiman), Roberto Pedote, Moacir Salzstein and two external members, Gilberto Mifano and Taiki Hirashima
CORPORATE 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 company’s 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 Shareholders
2007 2008 2009
Individuals 19,813 9,993 7,699
Brazilian legal entities 633 396 560
Foreign legal entities 352 538 668
Total 20,798 10,927 8,927
*Valor acumulado até 12/10/2010
CORPORATE GOVERNANCE
APPRECIATIONnatura (Natu3) vs. Ibovespa
20082007 2009
4,506
6,392
CORPORATE GOVERNANCE
TOTAL VOLUME OF SHARES TRADED(R$ million)
6,894
CORPORATE GOVERNANCE
PAYMENT OF DIVIDENDS AND INTEREST ON CAPITAL(R$ million)
2007 20092008
391.1
551.9
425.9
20072 20082 2009
4.023.82
3.63
RELATIVE CO2
EMISSIONS (kg of CO2e/kg of billed product)¹²
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.
2007
53,007.2
2008
54,791.7
2009
59,856.0
INVESTMENT 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]