CorporategovernanceGRI 4.1Expansion of Corporate Governance is aconstant challenge for a Company that wasthe first state-controlled company in Brazil toundertake, in April 2002, the BM&FBovespa’sNovo Mercado and simultaneously theCompany’s shares were listed in the New YorkStock Exchange (NYSE).Engagement of StakeholdersThe purpose is to improve the relations with the different socio-environmental and economicplayers, linked to the company’s activities, to gather inputs for the 2009 <strong>Sustainability</strong> Report. Wecover below the main improvement considerations:i. we conducted two, and not only one, stakeholders involvement panels, covering socialresponsibility and environmental responsibility separately, held in October and November2009, respectively. This created increased synergy in discussion because of the higher levelof familiarity of the participants with the topics covered. It also resulted in having more thantwice the participants, which reached a total of 214 people, against 99 in prior year. Therepresentativeness was high, with a significant presence of 62 directors from different entities.ii. the events were organized before the issuance of the document, which gave us more time torespond, not only to the topics in the agenda but also to open other channels. The highlightwas one of the suggestions to use the monthly gatherings with community leaders to discussthe report.iii. we opted for a less formal system, since we understood that the dynamics of small workgroupswith invited people/entities could restrict the discussions to a body of experts, instead of openingthe discussion of any topic to a broad audience, including those not so familiarized with thistype of document, which could multiply its dissemination and allow people to read the report ina more knowledgeable way, once issued. Therefore, we gave up capturing only responses of amore technical nature to promote a more didactic discussion of key issues, such as why issuingMongaguá STP works.the report, its significance, and the importance of having society participating not onlyin the report itself but also in defining priorities of projects. This meant extending theinvitation for the two events to a broader audience, including 600 members of NGOs,250 representatives of teaching institutions, 540 representatives of public agencies, 630media representatives, 280 representatives of industrial and professional associations,80 representatives of banks, and 350 from companies (suppliers and service providers).Many of these people forwarded our invitation to their contacts.iv. we decided to host these events in locations related to the topic covered andnot in a hotel. Thus, the social responsibility event was held in a school circusmaintained by Instituto Criança Cidadã (Citizen Child Institute), in a favela in SãoPaulo—the San Remo community—and the environmental dimension at Associaçãode Amigos de Taiaçupeba (Taiaçupeba Friends Association), which promote theenvironmental education and the recovery of river bank forests.v. in April 2010, before the issuance of the final version of this report, we organizedthe 22nd sustainability hearing to launch the report and hear additional suggestionsfrom society. A panel of personalities commented in a roundtable the environmental,social and economic dimensions, and the customer vision.70 71
Some of the proposals included:••listening to the customer, during the annual opinion survey, in terms of definingthe priorities of company social and environmental actions. This means listeningto society, not only in terms of reporting them but also in terms of designingand planning activities;••include more sections of partnership cases and highlight activities carried outtogether with entities in the report. This issue increased this space and evenwhen we cannot describe them, due to space constraints, we at least mentionedtheir names to increase their visibility and allow them to find other supporters/sponsors;••for this issue we offset carbon emissions from the preparation/printing of thereport, as we do for all sustainability hearings;••creat an reference list of key words to facilitate location of specific topics, wichcan be found on page 162.••it was also evidenced that it is necessary to provide better training of allparticipants so that we can deepen discussions. We intend to make progress inthis matter during 2010 by using routine meetings with different stakeholders.Governance structureShareholders’ MeetingThe highest decision-making body, with the power to decide on all businessesconducted by SABESP and take all the actions it considers necessary to ensureSABESP’s protection and development. The shareholders’ meeting is responsiblefor, but not limited to, electing or dismissing the member of the Board of Directorsand the Supervisory board. All documents to be analyzed or discussed at ashareholders’ meeting are available at our registered office and BM&FBovespa,from the call notice date.A shareholder can evidence his or her condition as such at any time after thestart of a shareholders’ meeting, incompliance with the rules set forth in ourbylaws social.Board of Directors - GRI 4.2 / 4.3 / 4.4It consists of thirteen members commissioned for two years, who may be reelected. Thechairperson of the board and CEO positions are filled by two different persons, and no CEOwho is also elected a board member can hold the chair. Four of our directors are independentdirectors, in compliance with the Novo Mercado Listing Regulations, of whom one is electedby the non-controlling shareholders. The Company’s bylaws provides for the participation ofone representative of the employees in the Board of Directors, with a term of office similar tothe other directors.Members of the Board of DirectorsDilma PenaGesner OliveiraChairwoman of the Board of DirectorsMember of the Board of Directors since Julysince January 2007. Master in Public2008 and CEO since January 2007. MemberAdministration from Fundação Getulioof the Boards of Directors of CompanhiaVargas (FGV/EAESP) and graduate inEnergética de São Paulo (Cesp) and professorGeography from the University of Brasília, at the Economics Department of Fundaçãoshe started her career as a federalGetulio Vargas. He received the 2009public servant, in 1976, as planning and Citizenship Award granted by Pensamentosurvey technician at Instituto de Pesquisa Nacional das Bases Empresariais (PNBE), inEconômica Aplicada (IPEA). She wasthe category “Environmentalist Businessman”.Sanitation director at the Department of Organizer of the book “The Economics of WaterUrban Policy of the Ministry of Planning, and Waste in Brazil” (2010). Visiting ProfessorStrategic Investments director of theof Columbia University in the USA (2006).Ministry of Planning, and director of the Chairman of the Economic Defense CouncilNational Water Agency. While a publicin 1996-2000. Interim Secretary of Economicservant in the State of São Paulo, she held Monitoring of the Ministry of Finance (1995).the position of Deputy State Secretary Deputy Secretary of Economic Policy of theof Economy and Planning. Since January Ministry of Finance (1993-1995). Chairman of2007, she is the São Paulo State Secretary Instituto Tendências de Direito e Economia,of Sanitation and Energy and also chairs partner director of Tendências Consultoriathe Boards of Directors of Cesp and Emae. Integrada, consultant and arbitrator for theDilma Pena has published several articles, infrastructure regulation and competitionpapers and books on water and waste, protection areas. PhD in economics from thewater resources, and planning.University of California/Berkeley, master ineconomics from the Economics Institute ofUnicamp, and economics graduate from theEconomics and Business Administration Schoolof the University of São Paulo/USP.72 Relatório de Sustentabilidade 2009 73