Highest governance bodies
GRI 2-9, 2-10
The composition of the boards, committees and Executive Board on December 31, 2024, as described here, is available on the Company's Investor Relations website.
Advisory Committees (Consultative)
- Audit, Risk and Financial Management (eight ordinary meetings and four extraordinary meetings; three members, all independent; two sub-committees holding 12 meetings)
- Personnel and Organizational Development (six ordinary meetings and no extraordinary meetings; three members, two of whom are independent)
- Strategic (four ordinary meetings and one extraordinary meeting; three members, two of whom are independent)
- Corporate Governance (five ordinary meetings and no extraordinary meetings; three members, none of whom are independent)
- Sustainability (four ordinary meetings and no extraordinary meetings; five members, one of whom is independent)
- Products and Brands (two ordinary meetings and no extraordinary meetings; four members, one of whom is independent)
Nomination and selection to the Board of Directors
GRI 2-10
The process for nomination and selection of members of the Board of Directors and its committees is guided by the Bylaws and by the Administrator Nomination Policy. The process is supervised by the Corporate Governance Committee, which is responsible for ensuring that the nominations are in line with the organizational guidelines.
The selection criteria include the involvement of stakeholders and analysis of the candidates’ relevant skills and experience, ensuring that the members indicated are suitable to supervise the company’s economic, social and environmental impacts.
In exceptional cases, such as when a new member was elected in July 2024, the process can be relaxed. This indication occurred after two of the members had resigned, following the General Assembly held on April 26, 2024. Given the need for an immediate replacement, the Board prioritized the recommendation to nominate the CEO of Natura &Co, who had previous experience on the Board and could immediately assume the role.
The relaxing of the criteria, although not usual, was conducted transparently and within the scope of the internal regulations, ensuring the effective continuity of governance, whilst preserving the integrity and stability of the strategic operations.
Remuneration of the Board of Directors
GRI 2-19, 2-20, 2-21
The annual remuneration of the Board of Directors consists of one fixed quota, including additional, pre-established sums depending upon participation or leadership of advisory committees, and one variable quota, based upon actions, aligning the Board of Directors’ business strategy with the Company's long-term success and the value creation for the interested parties.
The stakeholders and members of the Board of Directors are consulted on remuneration-related policies, to ensure that they meet the expectations and needs of all those involved. Furthermore, the General Shareholders’ Meeting supervises the process for definition of the administrators’ remunerations.
The remuneration also takes into account our commitment to equality, and we make full use of studies developed in partnership with a consulting firm specializing in human resources.
Natura performs periodic evaluations of the Board of Directors and its advisory committees, in accordance with the terms of the Regulations of the Novo Mercado (New Market). The process includes an annual self-evaluation of these bodies, the Corporate Governance Officer, and the Corporate Governance system.
The methodology involves individual interviews with the Board Members, consolidation of the conclusion and suggestions obtained, analysis of this information by the Corporate Governance Committee, and, finally, a presentation to the Board of Directors. Based upon these analyses, the Board can continue with the positive points or implement improvements in line with the suggestions made. The evaluation does not include individual analyses of the Board Members or the committees.
about our performance evaluation practices, the selection criteria, the qualifications required and the profiles of our executives and board members on our Investor Relations website.
