Suzano's governance structure comprises the General Meeting, the Board of Directors, the Fiscal Council, the Board of Executive Officers, and six advisory committees to the Board of Directors, including the Sustainability Committee, the Statutory Audit Committee, and the Strategy and Innovation Committee.
The Board of Directors, with the support of the committees, directly supervises the opportunities and risks associated with our corporate responsibility strategy and frequently assesses the impacts that social and environmental issues can have on the business and its stakeholders.
The members of the Board and advisory committees are appointed based on criteria that ensure that Suzano's bodies are made up of highly qualified professionals who are committed and aligned with the company's mission, vision, and ethical values (including integrity, commitment, responsibility, initiative, cooperation, simplicity, and determination), in addition to having notable professional, technical and academic experience compatible with the position for which they are being appointed.
In addition, the committees and the Board are always seeking improvement in the functions of each committee and Suzano's business, for example, through onboarding after election or re-election. In 2024, the Sustainability Committee, to improve its knowledge of the company's operations, paid a visit to one of its mills, where members had the opportunity to get to know one of the innovation plants up close and attended a lecture on environmental risks given by an expert on the subject.
In 2024, the board also implemented a mentoring program for Suzano's top executives to guide and supervise the company's guidelines and strategic plans.
The committees meet at least three times yearly, according to the approved annual calendar, and extraordinarily if necessary. Meeting agendas are based on each committee's main functions.
The Sustainability Committee advises the directors on issues related to:
- Suzano's strategic positioning, indicating risks and opportunities associated with socio-environmental issues that may have a relevant impact on the business, including discussions on global and latent matters and the extent to which the company can contribute to transforming specific scenarios, such as climate change, water management, and poverty reduction;
- Recommendations on long-term sustainability objectives, analyzing and monitoring the company's performance and the relationship quality with stakeholders.
- The review, analysis, and recommendation of sustainability, including climate change, water, forests, and biodiversity, in Suzano's strategy, as well as long-term goals and strategies, actions, and projects related to sustainability.
The Statutory Audit Committee acts on:
- Quality and integrity supervision:
- Financial reports and financial statements;
- Review and monitoring of quarterly, interim, and annual financial statements;
- Advising the Board: supervising the preparation of the financial statements and reports required by law;
- Evaluation with independent auditors:
- Critical accounting policies and practices;
- Alternative treatments of accounting principles;
- Appropriateness of accounting estimates and reserves;
- Risk assessment methods;
- Difficulties encountered during the audit;
- Monitoring transactions with related parties;
- Quality and integrity of information: information based on adjusted accounting and non-accounting data;
- Conflicts related to the financial statements: discussing and evaluating conflicts with management and auditors;
- Conflicts of interest: evaluation and proposal of corrective measures;
- Reporting mechanisms: implementation and monitoring of mechanisms to receive and deal with complaints;
- Supervision of internal controls and risk management: evaluation and monitoring of internal controls and risk management processes;
- Supervision of internal control and risk management functions: assessment of the adequacy of management reports and the internal control structure;
- Assessment of the effectiveness of internal controls: evaluation of the conclusions of the Annual Assessment and corrective measures;
- Evaluation of strategic plans and investments: periodic evaluation of the results of strategic plans and projects;
- Recommendations for improvements in internal control systems: evaluation and monitoring of internal and independent auditors' recommendations;
- Financial risk management: evaluation of the parameters of the financial risk management model and risk management policies;
- Human and financial resources for risk management: assessment of the adequacy of the resources allocated to risk management;
- Risk exposures: monitoring of risk exposures and detailed information on policies and procedures;
- Supervision of internal and independent auditors.
The purpose of the Strategy and Innovation Committee is to advise the Board of Directors on issues such as:
- Research and technological innovation initiatives in forestry, industry and management;
- Review and monitor long-term strategies;
- Making recommendations and monitoring the implementation of research and innovation policies and strategies;
- Evaluate investment proposals from the perspective of feasibility and return.
To make its sustainability strategy viable, Suzano has a Sustainability Department, which reports to the Technology, Innovation, and Sustainability Department. This department has various teams that deal with issues such as climate change, biodiversity, water resources, and territorial social development, among other social and environmental issues.
Finally, concerning business risk management, the company has sophisticated its risk matrix in recent years, increasingly considering socio-environmental aspects in its activities and its entire value chain. To find out more, visit the “Risk management” indicator.