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ABA Seminar April - 2008 ELEKTRO Legal & Compliance Cinthia Maria Ambrogi Alonso General Counsel & Compliance Officer. Agenda. 1. Workforce Planning Project 2. Corporate & Securities 3. Advisory & Contracts 4. Litigation 5. Bad Debt Recovery 6. Real Estate Area
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ABA Seminar April - 2008 ELEKTRO Legal & Compliance Cinthia Maria Ambrogi Alonso General Counsel & Compliance Officer
Agenda 1. Workforce Planning Project 2. Corporate & Securities 3. Advisory & Contracts 4. Litigation 5. Bad Debt Recovery 6. Real Estate Area 7. Compliance Program 8. External Counsels
Workforce Planning Project This project was developed by Elektro’s HR with PWC and the scope was to define the future workforce of the company, as well as their training needs. HR and Legal Departments have participated in the pilot project, and as far as the Legal Department is concerned the accomplishments were: • Mapping of the processes, sub-processes and activities of the Legal and Compliance Department; • Mapping of the current workforce; • Mapping of the future workforce, considering improvements on processes and activities; • Planning of training of the team as well as job rotations, based on the future needs of the department as well as the business as a whole.
Mission and Vision Mission “Provide legal support with excellence and safety to all the activities developed by Elektro aiming to protect the company’s image, assets and interests, among its stakeholders and acting as a strategic partner to the business. Assure the compliance of the Conduct Code, as well as Elektro’s internal policies, applicable laws and regulations.” Vision “Be an excellent source of legal knowledge and business view, guiding our actions by advocacy’s ethical principles and the company´s and shareholder´s values and policies.”
Strategic Targets • To influence and take part in the Company’s strategic and tactical decisions; • To provide legal advisory and act on litigations ethically with technical excellence, flexibility and agility; • To present innovative solutions and create opinions inside and outside of the Company’s sector; • To qualify and develop talented lawyers and future executives; • To spread legal knowledge throughout all levels of the Company; • To develop and increase the Corporate Governance of the Company; • To assure compliance of the Conduct Code, internal policies, applicable laws and regulation.
Organization Chart – restructure – effective May Cinthia Ambrogi General Counsel & Compliance Officer Denise Formigoni Assistant to GC and CO Jessica Reaoch Corporate Legal Manager Paulo Mulato Litigation, Labor, Tax & Regulatory Manager Renato Batalha Compliance Supervisor 04 Legal Counsels 02 Legal Counsels 05 Legal Counsels 03 Legal Interns 01 SeniorAnalyst 01 Administrative Assistant o 01 Legal Intern 01 Intern
Legal Team Profile Administrative – Corporate & Securities Law
Legal Team Civil Procedural Law / Corporate Law
Legal Team Civil / Civil Procedural Law / Real State Law / Tax Law
Legal Team Civil Law / Corporate Law
Legal Team Business Management and Strategy
Legal Team Language: 95% speak English 28% speak Spanish
Legal & Compliance - General Counsel Overview Macro process – Legal , Complianceand Real Estate Processes Real Estate 17 Proprietário & Confidencial
Corporate & Securities Corporate & Securities Advisory & Contracts Compliance program Litigation Bad Debt Recovery Real Estate
Corporate & Securities - Governance Legal Department is responsible for: • The Annual Corporate Agenda Schedule; • Consolidation of all corporate meetings Agenda; • Consolidation of the presentations prepared by the different areas of the company; • Minutes of the Meetings; • GC (or a Legal Manager) is the Secretary of all Corporate Meetings; • Coordination with Investors Relation department to present all documents to CVM and BOVESPA (SEC and stock exchange).
Advisory & Contracts Corporate & Securities Advisory & Contracts Compliance program Litigation Bad Debt Recovery Real Estate
Advisory & Contracts • M&A transactions; • Greenfield projects; • Structured finance; • Parent Company Guarantees; • Intercompany loans and services agreements; • Minimum contract standards.
Standard/Model Contracts • The Legal Department, through an internal policy, has created standard/model contracts to be used by other departments of the company; • All Elektro´s internal policies are filed in the Isosystem.
Standard/Model Contracts • These Model contracts can be regulated and non regulated contracts; • The standard/model contracts are drafts prepared by the Legal Department which can be used by the other departments without our revision, only if the rules, limits and guidelines defined on the referred internal policy are respected. They are mainly operational contracts; • The main criteria to a contract be considered a Model Contract: the standard terms of our Model Contract drafts must be maintained and the value of the contract must be up to R$ 300,000; • Currently, according to the internal policy enforce there are 42model/standard contracts drafts available.
Statistics 30 Proprietário & Confidencial
Statistics 31 Proprietário & Confidencial
Start Technical Area sends, by e-mail, the draft of contract to the Legal Department. Lawyer receives and analyzes the draft. Changes on the draft are needed? Lawyer stamps and initials the final version of the contract. Lawyer sends the contract to the Technical Area and inputs it on our control system. End No Yes Yes Lawyer discusses changing needs with interested parties. Parties agree? The process will be restarted with another supplier. No Contracts Flow
The Legal & Compliance is responsible for the elaboration and analysis of all Elektro’s Powers of Attorney instruments; All POA granted are previously analyzed by a Legal Manager and initialized by a Legal manager and the General Counsel & Compliance Officer; Every week the Legal Department receives information from the HR department with all employees dismissed, in order to verify POA to be revoked. Powers of Attorney elaboration and analysis flow
POA Flow Area send e-mail to legal trainee requesting the preparation of the POA Start Approved? Legal trainee prepare the draft and sends to Legal Manager Legal trainee prints the POA Yes Yes Are all items right? No No Legal Trainee asks additional information to demanding area Legal Manager and GC include their initials in the POA CFO and another Executive Officer signs the POA Legal trainee file copy of the POA to control modifications or the grantees Legal trainee sends the POA to notarize the signatures End
Litigation Corporate & Securities Advisory & Contracts Compliance program Litigation Bad Debt Recovery Real Estate
Criteria for Booking Contingencies The contingency is accrued based in the criteria described below: * Note: Elektro books the contingencies values as per the Court decision, although the decision can be reformed.
LLT&R Management Litigation - Contingencies Lawyers analyze the likehood of loss and Make the register on Pro-Juris Lawyers receive new claims from Court FAS5 Lawyers monitor and register them in the ProJuris Legal Contingencies “BRGAAP” 40
LLT&R Management Litigation - Contingencies Lawyers analyze the case and register it on ProJuris Summons of new/ or current lawsuits FAS-05 consolidates all the information Lawyers monitor claims trough online system and register on ProJuris Legal Contingencies “BRGAAP” 47
Bad Debt Recovery Corporate & Securities Advisory & Contracts Compliance program Litigation Bad Debt Recovery Real Estate
LLT&R Management Litigation – Bad Debt Recovery Bad Debt Recovery Extrajudicial charge Non-paying costumers Extrajudicial Notification Recovery of the amounts Judicial charge – Lawsuits