aba seminar april - 2008 elektro legal & compliance cinthia maria ambrogi alonso
DESCRIPTION
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 - PowerPoint PPT PresentationTRANSCRIPT
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ABA Seminar April - 2008
ELEKTRO Legal & Compliance
Cinthia Maria Ambrogi AlonsoGeneral Counsel & Compliance Officer
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
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Agenda
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.
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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.”
Mission and Vision
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.
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Strategic Targets
Cinthia Ambrogi
General Counsel & Compliance Officer
Paulo Mulato
Litigation, Labor, Tax & Regulatory Manager
Jessica Reaoch
Corporate Legal Manager
01 Senior Analyst
04 Legal Counsels
01 Legal Intern
03 Legal Interns
Denise Formigoni
Assistant to GC and CO
02 Legal Counsels
01 Administrative
Assistant
05 Legal Counsels
Renato Batalha Compliance Supervisor
01 Intern
Organization Chart – restructure – effective May
Legal Team
Legal Team Profile
Legal Team
Legal Team
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Legal Team
Legal Team
Legal Team
Language:95% speak
English28% speakSpanish
Corporate Legal Manager Scope Corporate Legal Manager Scope
Litigation, Labor, Tax & Regulatory Manager Scope
Compliance Supervisor Scope Compliance Supervisor Scope
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Legal & Compliance - General Counsel Overview
Proprietário & Confidencial17
ProcessesProcesses
Corporate
Criminal
Real Estate
Environmetal
Regulatory
Intelectual Property
Tax
Labor
Civil
Securities
Law & Regulation
Macro process – Legal , ComplianceMacro process – Legal , Compliance and Real and Real Estate Estate
Real Estate
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Corporate & Securities
Advisory & Contracts
LitigationLitigationBad Debt Recovery
Compliance program
Corporate & Securities
Real EstateReal 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).
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Corporate & Securities – Corporate Events
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Corporate & Securities
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Corporate & Securities
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Corporate & Securities
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Advisory & Contracts
LitigationLitigation
Corporate & Securities
Bad Debt Recovery
Compliance program
Advisory & Contracts
Real EstateReal Estate
M&A transactions;
Greenfield projects;
Structured finance;
Parent Company Guarantees;
Intercompany loans and services agreements;
Minimum contract standards.
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Advisory & Contracts
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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
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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 42 model/standard contracts drafts available.
Elaboration and Analysis of other Contracts
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Proprietário & Confidencial30
Statistics
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Proprietário & Confidencial31
Statistics
Contracts Flow
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Powers of Attorney elaboration and analysis 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.
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Start
Area send e-mail to legal trainee requesting the preparation of
the POA
Are all items right?
Legal trainee prepare the draft
and sends to Legal Manager
Approved?
Legal Trainee asks additional information to
demanding area
End
Yes
No
Legal trainee prints the POA
Yes
NoLegal 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
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POA Flow
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Litigation
LitigationLitigation
Corporate & Securities
Advisory & Contracts
Bad Debt Recovery
Compliance program
Real EstateReal Estate
Legal & Compliance – LLT&R Management Litigation Summary 2008
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Legal & Compliance – LLT&R Management Main Civil Subjects
Interruption of the power supply
to non-paying customers
81%
Civil liability -indemnification
9%
Real State3%
Tariff Adjustment2%
Others5%
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.
CIVIL LABOR TAX
• Court Decision • Court Decision • Court Decision
• Case law • Case law • Case law
• Doctrine • Doctrine • Doctrine
• Evidences • Evidences • Evidences
• Expert reports as per the ABNT rules
• Expert Reports • Case of – Tax Counsil
• Connection (nexo causal)
• Suspension of supply in which it is verified that the account was paid
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Legal & Compliance – LLT&R Management Accrued Values
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US$ 000 31- Dec - 07 31 - Mar - 08
Civil $6.391.751 $7.267.067
Labor $4.047.751 $4.602.679
Regulatory $3.500.254 $3.544.680
Tariff Adjustment $0 $0
Expropriataions & Easemets $2.164.384 $2.764.618
Tax : - CONFINS
$41.578.142 $42.675.653
- PIS $8.038.576 $8.248.393
- ICMS -- Demand $0 $0
- Other Tax
$2.669.553 $2.826.497
Total $68.390.411 $71.929.586
(-) Legal Deposits $21.425.526 $22.284.014
Total NeT $46.964.884 $49.645.572
FAS5
Lawyers monitor and register them in the
ProJuris
LLT&R Management Litigation - Contingencies
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Legal Contingencies“BRGAAP”
Lawyers receive new claims from Court
Lawyers analyzethe likehood of loss and
Make the register on Pro-Juris
Laptop com modemsem fio
Internet
Corporação
Segurança
Escritório
ProJuris Web
Filial
FAS-05consolidates
all the information Lawyers monitor claims
trough online system and register on ProJuris
LLT&R Management Litigation - Contingencies
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Legal Contingencies“BRGAAP”
Summons of new/or current lawsuits
Lawyers analyzethe case and
register iton ProJuris
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Bad Debt Recovery
Bad Debt Recovery
LitigationLitigation
Corporate & Securities
Advisory & Contracts
Compliance program
Real EstateReal Estate
Extrajudicial Notification
LLT&R Management Litigation – Bad Debt Recovery
Judicial charge – Lawsuits
Non-paying costumers Bad Debt Recovery
Extrajudicial charge
Recovery of the amounts
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The charge goes to the Legal
Sues the client at law
LLT&R Management Litigation – Bad Debt Recovery
March 2008
• Residential $10.899.662,37
•Industrial $20.375.392,37
•Commercial $4.607.205,56
•Rural $437.921,46
•Total $36.320.181,77
Profile of the Legal Portfolio as per the respective classes:
LLT&R Management Litigation – Bad Debt Recovery
History of the Legal Portfolio:
Year Value (R$)Value
(USD - $)
2006 R$ 74.657.684,34 $34.919.403,34
2007 R$ 64.097.899,78 $36.186.924,73
2008 (March) R$ 63.527.629,94 $36.320.181,77
LLT&R Management Litigation – Bad Debt Recovery
YearNumber of
Setlements Total
Amounts
2005 254 $2.540.600,59 DEZ/2005 - YTD $2,3407
2006 521 $1.559.628,24 DEZ/2006 -YTD $2,1380
2007 503 $3.862.981,83 DEZ/2007 - YTD $1,7713
2008 (March) 71 $5.932.804,01 Mar/2008 - YTD $1,7491
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Real Estate
LitigationLitigation
Corporate & Securities
Advisory & Contracts
Compliance program
Real EstateReal Estate
Bad Debt
Recovery
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Real Estate Scope
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Proprietário & Confidencial59
Internal client contract a valuation
report of the property
Real Estate follow the negociation and the
regularization about aquisition
Real Estate contracts a supplier to make the
negociation and regularization about
the property
Internal Client (ex. regional offices) identify necessity of
new instalations
Internal Client obtain all the licences;
Real Estate file and follow-up such licences
When the documents are all in due order they are delivered to the environment
department
Contract / deed
Real Estate
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INÍCIOÉ SOLICITADO A LOCAÇÃO
DE UM IMÓVEL
APROVAÇÃO DO
GERENTE(Poposta de
Locação)
sim
não
RETORNA À REGIONAL PARA PROVIDÊNCIAS
ENCAMINHA DOCUMENTAÇÃO E PROPOSTA PARA APROVAÇÃO DO
JURÍDICO
APROVAÇÃO DO
JURÍDICO
sim
não
RETORNA À REGIONAL PARA PROVIDÊNCIAS
O JURÍDICO ENCAMINHA A
MINUTA DO CONTRATO DE
LOCAÇÃO
FORMALIZA COM A REGIONAL (INFRA
ESTRUTURA) A APROVAÇÃO
SOLICITA À REGIONAL
(INFRA ESTRUTURA) O CADASTRO DO FORNECEDOR
ENVIA O CONTRATO DE
LOCAÇÃO À REGIONAL (INFRA
ESTRUTURA) PARA RECOLHIMENTO
DAS ASSINATURAS DO GERENTE REGIONAL E
LOCADOR
ACOMPANHA O RETORNO
RECOLHE A ASSINATURA DO
GERENTE ADMINISTRATIVO
ENCAMINHA À CONTROLADORIA PARA CADASTRO
DO CONTRATO
ENCAMINHA À REGIONAL (INFRA) A VIA DO CONTRATO PARA SER ENTRGUE AO LOCADOR , DEVIDAMENTE ASSINADA
INFORMAR À REGIONAL (INFRA)
SOBRE A LIBERAÇÃO DO CONTRATO DE LOCAÇÃO NO
SISTEMA
SCANEAR E ARQUIVAR
CONTRATO NA CENTRAL DE
DOCUMENTAÇÃO
ENCAMINHA À ÁREA DE CUSTOS E
ORÇAMENTOS PARA LIBERAÇÃO NO
SISTEMA
IMÓVEL LOCADO
Rent Agreement - Flow
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Compliance Program
Litigation
Corporate & Securities
Advisory & Contracts
Compliance program
Real Estate
Bad Debt
Recovery
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• VP Compliance heads up Compliance Committee
• Approval of New Policies & Substantive Revisions to Existing Policies
• Recommendations & Implementation of Consequences to Non-compliance with Policies
• Home Page Project
• Policy Penetration Project
• Responsible for implementation and monitoring of Record Retention Program
• Author of other specific policies
• Code of Conduct
• Foreign Corrupt Practices Act (“FCPA”)
• Values & Ethics
• Office of Foreign Assets Control Compliance (“OFAC”)and Anti-Boycott
• Other AEI Policies
• Project Boomerang Readiness Training
• Package Training for Orientation & Integration of newly acquired operating companies
• Follow-up on training programs to ensure effectiveness
• New Hire Orientation Program
• Revise AEI Transaction Approval Process (TAP)
• Automate Transaction Approval System (TAS)
• Lead AEI risk review process in connection with TAP and TAS
• Maintain TAS Repository
• Coordination of Transaction Review Committee
• FCPA
• Code of Conduct
• Infractions of other AEI policies
• Manage and respond to direct and anonymous reporting systems
• Monitoring and assurance of consistency of infraction consequences across HQ/operating companies lines and across employee hierarchy lines
• Reporting to the AEI Audit Committee
Four Pillars of Responsibility
COMPLIANCE COMMITTEE
TRAININGRISK ASSESSMENT
INVESTIGATIONS
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Ethics Committee
The Ethics Committee is an independent body with mandate to ensure that the Code of Conduct is applied and updated. All Reported Violation are assessed by the committee, who advise the board of officers on the measures to be taken. The Ethics Committee has its own Internal Regulation, which describes the Committee’s competence and the attributions of its members. Such document can be easily accessed by any employee of the company.
Code of Conduct
Monitoring e-learning training to all employees; new hired employees; periodically revision;
Ethics & Compliance
Ethics & Compliance
Electoral Policy
Elektro’s participation on the electoral process has been based
on ethical and transparency principles, respecting the
company’s Code of Conduct and the Brazilian legislation. The
electoral policy, as a guideline for all Elektro’s internal public,
intents to encourage Elektro’s employees to participate on the
electoral process, respecting and maintaining an impartial
posture before any political organization or candidate, as well
as in accordance with the best practices of corporate
governance.
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Ethics & Compliance
Internal Rules for Governance Purposes
Elektro has identified that its Board of Directors and Board of
Officers, in accordance with the best practices of corporate
governance, could have Internal Rules to describe possible
conflicts of interests and to establish how to solve them, showing
the stakeholders the transparency of its administration entities. In
this sense, the Compliance area is already briefing those
corporate documents.
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ContractsIn accordance with P-JUR-01, lawyers reviews, stamps and initials all Elektro contracts, except for the contracts that do not need a Legal Department review, if it is executed using Elektro's standard contract draft. This procedure is in accordance with the policy "Standard Record" that describes in which cases Legal Department must not review and approve the contracts.
Legal ContingenciesMonthly, the Legal Analyst extracts from the Pro Juris system the report called "Contigenciamento Juridico" that contains all the claims with details - as new claims, claims written off and ongoing claims, including the estimated provision updated according to court decisions and legal precedents. Additionally, he/she analyzes another reports received from the outsourced offices (Civil, Labor and property dispossession). Legal Manager reviews and approves it prior to sent it for the Accounting Department for provision purposes.
POALegal Department has specific policy for Power of Attorney "P-JUR - 002". This control describes the internal process of authorization to create the Power of Attorney. All solicitations must be started at the requesting Department with Manager/Officer approval. The Power of Attorney must be sign by two Officer. One should be from the requesting Department and the second one can be from other department.
SOX – Legal and Risk Management
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SOX - Entity
GovernanceAs occurs, the company performs due diligence and background checks on all agents that may interact with government personnel on behalf of the company. Due diligence and background check activities are formally documented in accordance with procedure P-JUR- 004 and is retained by the Legal Department
Ethics CommitteeThe Internal Audit Manager, HR Manager and Compliance Officer are responsible for the reception of reported violations and communicating. The investigation is realized by the Elektro’s Ethics Committee and results are reported to Directors meeting. Recorded voice messages or emails regarding potential violations are retained for audit purposes. Additionally, as voicemail messages are received, the system automatically generates an email and sends it to members of the Elektro Ethics Committee.
FCPAFormal procedures are in place to follow-up on and appropriately investigate reported FCPA exceptions. Procedures include tracking of FCPA exceptions, formal documentation of investigation / follow-up activities, and documentation of exception resolutions. See C0062-TP0010 under the Elektro Entity process.
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External Counsels – high lights
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Thank you!