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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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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

SESSION 3 – DEVELOPING BOARD PROFESSIONALISM

Sergio Foguel, Member of the Board

Odebrecht S.A. - Brazil


Session 3 developing board professionalism

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


Session 3 developing board professionalism

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


Session 3 developing board professionalism

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


Session 3 developing board professionalism

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


Session 3 developing board professionalism

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


Session 3 developing board professionalism

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 !


Session 3 developing board professionalism

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


Session 3 developing board professionalism

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


Session 3 developing board professionalism

The Odebrecht Entrepreneurial Technology

ENTREPRENEURS-PARTNERS

SHAREHOLDERS

CLIENTS

COMMITMENT TO SERVE

RESULTS

PULP & PAPER

COMMUNICATION


Session 3 developing board professionalism

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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