Board of Directors, Board and Committees

compliance

Compliance

The CSN Group has developed a Compliance Program to regulate the activities of its employees or third parties, based on the prevailing legislation and the Company’s own internal policies and regulations, seeking to ensure that its businesses are governed by corporate integrity, transparency and the highest ethical standards.

The Compliance area, which reports to the Board of Directors and the Audit Committee, is responsible for ensuring that the Group’s activities comply with its internal rules and those issued by the regulatory authorities. The idea is to identify those points in need of attention and ensure proper compliance with market requirements.

This process also includes continuous training of employees and the monitoring of conformity with the Compliance Program.

The Company maintains a confidential complaints channel so that employees and other stakeholders can report or seek support regarding ethical and behavioral issues related to possible violations of laws, regulations and internal rules,. Confidentiality, anonymity and non-retaliation are guaranteed. This channel is available by phone, e-mail or conventional mail:

Telephone: 0800-884-2006
External email: canal_denuncia@csn.com.br
Internal email: CANAL DENUNCIA
Conventional mail:
c/o Risk and Compliance Office
Av. Brig. Faria Lima, 3400 – 20º. Andar – Itaim Bibi – São Paulo – SP – CEP 04538-132

We also provide a channel for questions and additional information on compliance:

Email: compliance@csn.com.br

Internal Audit

CSN maintains an independent Internal Audit Department, which advises on and reports material facts to the Board of Directors, the Audit Committee and the Board of Executive Officers. It is responsible for analyzing the correct application of resources and the prevention of risks to the assets of the companies comprising the CSN Group, providing support for the achievement of planned results, and improving processes and internal controls, whether to enhance financial and operating performance or to prevent risks of loss and fraud, and consequently, any damage to CSN’s corporate image.

Internal Controls

The Company’s shares are traded on the São Paulo Securities, Commodities and Futures Exchange (“BM&FBOVESPA”) and on the New York Stock Exchange (“NYSE”) through American Depositary Receipts (“ADRs”), and are subject to the capital market rules established by the Brazilian Securities and Exchange Commission (“CVM”) and the Securities and Exchange Commission (“SEC”) in the United States.

In order to assess and mitigate risks that may impact its financial statements, the Company maintains a framework of internal controls, which are reviewed and reported to the Audit Committee in accordance with the principles established by COSO and certified annually by the external auditors, in compliance with the Sarbanes Oxley Act (“SOx”).

Risk Management

CSN operates in a globalized and increasingly complex market and is therefore exposed to a number of risks that may affect its strategies and performance. Aiming to improve the monitoring of the risks inherent to this exposure, the Company assesses its strategic, operating, financial and regulatory risks. This process is conducted in accordance with the methodologies defined by ISO 31000 and the framework of the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). CSN consolidates the major risk factors and assesses the likelihood of their occurrence, as well as their potential impacts on the organization. Based on this mapping, the areas and business units are responsible for implementing action plans to mitigate the risks or reduce them to acceptable levels, thereby avoiding significant impacts.

Diretoria Conselho e Comitês

Audit Committee

The standards established by the Security Exchange Commission (SEC) for listed companies on the New York Stoch Exchange (NYSE) determine the existence of an Audit Committee comprised of at least three independent directors to meet the independence requirements of Rule 10A-3, subject to the Stock Exchange Regulatory Law, with a written regulation specifying certain minimum duties. The Company‘s Audit Committee was constituted in June 2005, in accordance with the rules of the SEC, and is comprised of three independent members of our Board of Directors.

The Audit Committee has autonomy to make decisions regarding provisions of the Sarbanes-Oxley Act – Sections 301 and 407. Some of its main attributions include the review of financial statements and other public information regarding the Company’s operational performance and situation, to recommend to the Board of Directors the appointment, remuneration and hiring of external auditors, as well as to monitor the performance of internal and external audits. Regarding the hiring of external auditors, procedures are adopted to ensure that there are no conflicts of interest, loss of independence or objectivity of the auditor in relation to the Company.

The Audit Committee is currently comprised of:

Antonio Bernardo Vieira Maia
Mr. Maia has been a member of the Company’s Board of Directors since April 30, 2013, a member of the Finance Committee since October 7, 2014, and a member of the Audit Committee since August 8, 2013, serving as Chairman of the Audit Committee since May 6, 2014. He has also been CEO of BRG Capital Ltda. since July, 2005 and a member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN) and of FTL – Ferrovia Transnordestina Logística S.A. (controlled by CSN). From April 1995 to May 2005, he was an Executive Officer at Credit Suisse/Banco Garantia de Investimentos S.A. He began his career as a trainee with Citibank Brazil in 1982 and moved to New York in 1986, where he first worked as an Institutional Investment Analyst for Citigroup in Latin America, subsequently becoming an Executive Officer of Citibank New York. Prior to that, he was an associate of Banco Bozano Simonsen de Investimentos from August 1979 to December 1981 and a member of the Board of Directors of Banque Bénédict Hentsch & Cie S.A., in Geneva, Switzerland, from April to December 2006. He graduated in 1981 in Business and Public Administration from the Getulio Vargas Foundation.
Yoshiaki Nakano
Mr. Nakano has been a member of the Company‘s Board of Directors since April 29, 2004, and a member of the Audit Committee since June 24, 2005. He is also a member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN). In the last five 5 years, Mr. Nakano has been a Professor of Economics and an Officer at the Getulio Vargas Foundation (FGV/SP), a member of the Superior Economic Council (COSEC) of FIESP/Roberto Simonsen Institute and a member of the Board of Directors of the São Paulo State Research Support Foundation – FAPESP until 2015. Previously, Mr. Nakano was Special Secretary for Economic Affairs at the Ministry of Finance and São Paulo State Finance Secretary. He graduated in Business Administration from the Getulio Vargas Foundation and has an MBA and a Ph.D. from Cornell University, in the USA.
Board of Directors

The Board of Directors is comprised of up to eleven members, who meet on a regular basis on the dates established in the annual corporate calendar approved by the Board of Directors and, extraordinarily, whenever necessary. The term of office for board members is two years, with the possibility of re-election. The Company’s Board of Directors is currently comprised of five members. A vacancy of a seat at the Board of Directors is reserved to the Company‘s employees‘ representative, pursuant to the Company‘s Bylaws. Click here access on its constitution.

The Board of Directors shall, among other duties, define and monitor the Company’s policies and strategies, monitor the actions of the Executive Board and decide on relevant matters involving CSN‘s business and operations. It is responsible for the election and removal of the members of the Executive Board, and may, if necessary, set up special committees for its advisory services.

To understand more of its other responsibilities, in addition to the attributions entrusted to the Board of Director by law, access CSN’s Bylaws.

Benjamin Steinbruch

Mr. Steinbruch has been a member of the Company‘s Board of Directors since April 23, 1993, and has simultaneously held the positions of Chairman since April 28, 1995 and CEO since April 30, 2002. He is also a member of the Administrative Board of the Portuguese Chamber, 1st Vice President of the São Paulo State Industry Federation – FIESP since September 2004, a member of FIESP‘s Superior Strategic Board, advisor to the Robert Simonsen Institute and a member of the Interinstitutional Advisory Board, or CCI, of the São Paulo State Appellate Court. In the last five years, he has also been Chairman of the Board of Directors and CEO of Vicunha Siderurgia S.A. and Nacional Minérios S.A., Vice Chairman of the Board of Directors of Textília S.A., Chairman of the Board of Directors of Vicunha Aços S.A., Vicunha S.A., Fibra Cia. Securitizadora de Créditos Financeiros and Fibra Cia. Securitizadora de Créditos Imobiliários, a member of the Board of Directors of Elizabeth S.A. – Indústria Têxtil, Vicunha Participações S.A. and Vicunha Steel S.A., an Executive Officer of Rio Purus Participações S.A. and Rio Iaco Participações S.A., as well as Fazenda Alvorada de Bragança Agro-Pastoril Ltda., Ibis Agrária Ltda., Ibis II Empreendimentos Ltda., Ibis Participações e Serviços Ltda. and Haras Phillipson Ltda. (all of which belonging to CSN‘s controlling group), Chairman of the Board of Directors of Transnordestina Logística S.A. and Nacional Minérios S.A. (both companies jointly controlled by CSN, Nacional Minérios S.A. having been wound up on December 31, 2015), Chairman of the Board of Directors of Companhia Metalúrgica Prada and FTL – Ferrovia Transnordestina Logística S.A. (both controlled by CSN), and Chairman of the Governing Board of the CSN Foundation. Mr. Steinbruch graduated from the Business School of the Getulio Vargas Foundation (FGV/SP), with specialization in Marketing and Finance from the same institution.

Yoshiaki Nakano

Mr. Nakano has been a member of the Company‘s Board of Directors since April 29, 2004, and a member of the Audit Committee since June 24, 2005. He is also a member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN). In the last five 5 years, Mr. Nakano has been a Professor of Economics and an Officer at the Getulio Vargas Foundation (FGV/SP), a member of the Superior Economic Council (COSEC) of FIESP/Roberto Simonsen Institute and a member of the Board of Directors of the São Paulo State Research Support Foundation – FAPESP until 2015. Previously, Mr. Nakano was Special Secretary for Economic Affairs at the Ministry of Finance and São Paulo State Finance Secretary. He graduated in Business Administration from the Getulio Vargas Foundation and has an MBA and a Ph.D. from Cornell University, in the USA.

Antonio Bernardo Vieira Maia

Mr. Maia has been a member of the Company’s Board of Directors since April 30, 2013, a member of the Finance Committee since October 7, 2014, and a member of the Audit Committee since August 8, 2013, serving as Chairman of the Audit Committee since May 6, 2014. He has also been CEO of BRG Capital Ltda. since July, 2005 and a member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN) and of FTL – Ferrovia Transnordestina Logística S.A. (controlled by CSN). From April 1995 to May 2005, he was an Executive Officer at Credit Suisse/Banco Garantia de Investimentos S.A. He began his career as a trainee with Citibank Brazil in 1982 and moved to New York in 1986, where he first worked as an Institutional Investment Analyst for Citigroup in Latin America, subsequently becoming an Executive Officer of Citibank New York. Prior to that, he was an associate of Banco Bozano Simonsen de Investimentos from August 1979 to December 1981 and a member of the Board of Directors of Banque Bénédict Hentsch & Cie S.A., in Geneva, Switzerland, from April to December 2006. He graduated in 1981 in Business and Public Administration from the Getulio Vargas Foundation.

Léo Steinbruch

Mr. Steinbruch has been a member of the Company’s Board of Directors since April 28, 2015, having been elected Vice-Chairman of the Board of Directors on May 11, 2016. He is a member of the Board of Directors of Elizabeth S.A. Indústria Têxtil, Vicunha Aços S.A., Vicunha Participações S.A., Vicunha Steel S.A. and Textília S.A., and an Executive Officer at CFL Participações S.A., Taquari Participações S.A., and Fazenda Santa Otília Agropecuária Ltda. (all of which belonging to CSN‘s controlling group).

Fabiam Franklin

Mr. Franklin has been a member of the Company’s Board of Directors since April 28, 2016. He has been Chairman of the Advisory Board of CSN Invest Fundo de Investimento em Ações since April 4, 2016, a member of the Board of Directors of ABM (Brazilian Metallurgical, Materials and Mining Association) since April 2015, the Coordinator of CSN’s Financial Education Program since 2008, and the Company’s Blast Furnace General Manager since November 2002. Mr. Franklin has a degree in Metallurgical Engineering from Universidade Federal Fluminense, with specialization in Reduction Metallurgy from McMaster University in Ontario, Canada, and an MBA from the Dom Cabral Foundation.

Board of Executive Officers

CSN’s management and overall conduction of its business are carried out by the Executive Board in accordance with the policies and strategies defined by the Board of Directors. The Executive Board meets whenever called by the Chief Executive Officer or by two Executive Officers, and each Executive Director is responsible for conducting the operations pertinent to his/her division. The term of office for members of the executive board is two years, with the possibility of re-election. The Executive Board is currently comprised of five executive officers, one being the Chief Executive Officer, and includes:

Benjamin Steinbruch
Mr. Steinbruch has been a member of the Company‘s Board of Directors since April 23, 1993, and has simultaneously held the positions of Chairman since April 28, 1995 and CEO since April 30, 2002. He is also a member of the Administrative Board of the Portuguese Chamber, 1st Vice President of the São Paulo State Industry Federation – FIESP since September 2004, a member of FIESP‘s Superior Strategic Board, advisor to the Robert Simonsen Institute and a member of the Interinstitutional Advisory Board, or CCI, of the São Paulo State Appellate Court. In the last five years, he has also been Chairman of the Board of Directors and CEO of Vicunha Siderurgia S.A. and Nacional Minérios S.A., Vice Chairman of the Board of Directors of Textília S.A., Chairman of the Board of Directors of Vicunha Aços S.A., Vicunha S.A., Fibra Cia. Securitizadora de Créditos Financeiros and Fibra Cia. Securitizadora de Créditos Imobiliários, a member of the Board of Directors of Elizabeth S.A. – Indústria Têxtil, Vicunha Participações S.A. and Vicunha Steel S.A., an Executive Officer of Rio Purus Participações S.A. and Rio Iaco Participações S.A., as well as Fazenda Alvorada de Bragança Agro-Pastoril Ltda., Ibis Agrária Ltda., Ibis II Empreendimentos Ltda., Ibis Participações e Serviços Ltda. and Haras Phillipson Ltda. (all of which belonging to CSN‘s controlling group), Chairman of the Board of Directors of Transnordestina Logística S.A. and Nacional Minérios S.A. (both companies jointly controlled by CSN, Nacional Minérios S.A. having been wound up on December 31, 2015), Chairman of the Board of Directors of Companhia Metalúrgica Prada and FTL – Ferrovia Transnordestina Logística S.A. (both controlled by CSN), and Chairman of the Governing Board of the CSN Foundation. Mr. Steinbruch graduated from the Business School of the Getulio Vargas Foundation (FGV/SP), with specialization in Marketing and Finance from the same institution.
Marcelo Cunha Ribeiro
Mr. Ribeiro has been an Executive Director at the Company since September 29, 2017, being responsible for the treasury, controlling, tax and accounting departments. Prior to working at CSN, he was CFO of Grupo St. Marche, Finance and Investor Relations Vice President of Restoque Comércio e Confecções de Roupas S.A., CFO of Grupo SBF (GP Investimentos Ltd), Managing Director of the Private Equity division of GP Investimentos Ltd and CFO of San Antonio International Ltd. He was also a member of the Board of Directors of Hopi Hari S.A., Telemar Norte Leste S.A. (Oi S.A.), Contax Participações S.A., Estácio Participações S.A., Magnesita Refratários S.A., and BR Towers SPE1 S.A.. Mr. Ribeiro holds a bachelor’s degree in Production Engineering from Universidade de São Paulo and has an MBA degree from Harvard Business School.
David Moise Salama
He has held the position of Executive Officer of the Company since August 2, 2011, and is currently responsible for the insurance, credit and equity areas. He has worked at CSN since 2006, having formerly held the position of Executive Director of Investor Relations. He is a Director of Estanho de Rondônia SA and Minérios Nacional SA, member of the Board of Directors of Companhia Florestal do Brasil, CSN Mineração SA, Itá Energética SA, Sepetiba Tecon SA, Lusosider – Aços Planos SA, Lusosider – Produtos Siderúrgicos SA, and of Lusosider Ibérica SA and an alternate member of the Board of Directors of Transnordestina Logística SA (jointly controlled by CSN) and of FTL – Ferrovia Transnordestina Logística SA (a subsidiary of CSN) and a member of the Deliberative Board of the Employee Benefit of Companhia Siderúrgica Nacional – CBS. Prior to joining CSN, he was Director of Controllership and Finance at Tecnisa Engenharia e Comércio, Birmann Comércio e Empreendimentos and Goldfarb Comércio e Construções. He was Chief Financial Officer of Unilever Brasil and Senior Auditor of PWC. Graduated in Accounting Sciences from the Faculty of Economics, Administration and Accounting of the University of São Paulo (FEA-USP) with an MBA in Finance from FEA-USP. He completed his academic training with the Oxford Advanced Management and Leadership Program at Saïd Business School, University of Oxford, England, and Program on Negotiation at Harvard Law School, Harvard University.
Luis Fernando Barbosa Martinez
Mr. Martinez was elected as an executive officer in August 2011, and is in charge of the commercial and logistic areas of the steel, cement and special sales segment. He has been serving CSN since 2002, having previously acted as sales officer, director of Nacional Minérios S.A. (which ceased to exist on December 31, 2015) and as member of the board of directors of Companhia Florestal do Brasil and Companhia Metalúrgica Prada. Mr. Martinez is also a member of the board of directors of Associação Brasileira de Metalurgia, Materiais e Mineração, or ABM, and deputy member of the board of directors of FTL – Ferrovia Transnordestina Logística and Transnordestina Logística S.A.. He is also currently serving as an Officer of Estanho de Rondônia S.A., Minérios Nacional S.A., CSN Energia, S.A. and Stahlwerk Thüringen GmbH, and as member of the board of directors of CSN Mineração (controlled by us) and chairman of the board of directors of MRS, which is jointly controlled by us, and a member of the Deliberative Council of Caixa Beneficente dos Empregados da Companhia Siderúrgica Nacional, or CBS. Since March 2017 he is also member of the board of officers of Câmara de Comércio e Indústria Brasil – Alemanha. Prior to joining CSN, Mr. Martinez was a sales officer at Alcan Alumínio do Brasil S.A., having worked at that company for 14 years in different departments (processing, quality, product/market development and sales). He also acted as Executive Officer of the Brazilian Center of Steel Construction – CBCA and of the Brazilian Association of Metallic Construction, or ABCEM, and he was president of the Brazilian Association of Steel Packaging – ABEAÇO. Recently, Mr. Martinez received the prize Prêmio Barão de Mauá – Instituto Mauá de Tecnologia as Professional and Market Highlight in 2016. Mr. Martinez graduated with a degree in Metallurgical Engineering from Instituto Mauá de Tecnologia, or IMT, has a graduate degree in industrial management from the School of Production Engineering of the Universidade de São Paulo, and also graduated from the Corporate Management Development Program at Alcan Aluminum Limited in Montreal, Canada.
Pedro Gutemberg Quariguasi Netto
Mr. Netto has been an Executive Officer of CSN since May 11, 2016, being responsible for the strategic business area. In recent years, was CEO of Vale Moçambique and Global Executive Officer of Carvão da Vale S.A. in Mozambique and Australia, respectively, between March 2014 and April 2016, and a partner and Sales and Marketing Officer for B&A Mineração, between May 2012 and September 2013. He holds a degree in Metallurgical Engineering from Universidade Federal Fluminense, a Master’s degree in Metallurgical Engineering from the Pontifical Catholic University of Rio de Janeiro (PUC/RJ), a Doctorate in Metallurgical Engineering from McGill University in Montreal, Canada, and Specialization in Finance, Corporate Strategy and Microeconomics from McKinsey & Company.
Fiscal Council

The Company‘s Fiscal Council is of non-permanent nature and functions only in the fiscal years in which it is installed, upon request by shareholders and in accordance with the applicable legislation. Regarding its structure and functioning, the Bylaws determine that it must be comprised of three effective members and three alternates, elected by the General Meeting and with a mandate until the first Annual General Meeting held after its installation. The Fiscal Council is an integral part of the Corporate Governance system, whose main function is to supervise, by any of its members, the acts of the Board of Directors and Executive Board, and to verify the compliance with its legal and statutory duties. The Company‘s Fiscal Council was installed on June 29, 2018 and is comprised of the following members:

Susana Hanna Stiphan Jabra – Sitting Member
Mrs. Jabra is currently a member of the Board of Directors and coordinator of the Audit Committee of CETESB – Companhia Ambiental do Estado de São Paulo and an alternate member of the Fiscal Council of BFR S.A. and Petrobrás. Over the past 5 years, she was member of the Board of Directors of CSU Cardsystem S.A., sitting member of the Fiscal Council of Kepler-Weber S.A., JSL S.A., Paranapanema S.A., CSU Cardsystem S.A. and BRF S.A. and alternate member of the Fiscal Council of Movida S.A., Bardella S.A. and BRF S.A. in addition to being a member of the Assessment Committee to the Board of Directors and member of the Audit Committee of BRF S.A. Mrs. Jabra is also a member of the Board of Directors’ Committee of the Instituto Brasileiro de Governança Corporativa – IBGC (2014 to date) and member of the Review Committee of the Code of Best Corporate Governance Practices (2015) from said institution. She was also member of the Assessment Committee of the 16th (2014) and 18th (2016) Abrasca Award – Best Annual Report and mentor of the “Diversity in Council” program in 2016-2017 and 2017-2018 of the IBGC in partnership with the International Finance Corporation (IFC) and Women Corporate Directors (WCD). Mrs. Jabra is an instructor of Best Board of Directors Practices, Fiscal Council and Audit Committee modules of the Instituto Brasileiro de Governança Corporativa (IBGC). She is also an Administrative and Fiscal member certified by the Instituto Brasileiro de Governança Corporativa. She holds a degree in Economics from Universidade de São Paulo (USP), with a specialist MBA degree in Financial Management from Insper and is a certified mediator from the Law School of Fundação Getúlio Vargas (GVLaw). Mrs. Susana Hanna Stiphan Jabra declared for all legal purposes that, in the past 5 years, she has not been convicted criminally or received a CVM administrative proceeding or has been sentenced in any final unfavorable judicial or administrative ruling that has resulted in her suspension or impediment to exercise professional or commercial activities.
André Coji – Sitting Member
Mr. André Coji currently executes the Structuring of Financial Operations in renowned companys of the Real Estate Market. Over the past 5 years he has held the role of Treasurer and Donor Relations for Unibes (non-profit organization in SP). He was also member of the Consulting Board of several family-held Brazilian companies, assisting in Asset Management, Fiscal, Tax and Succession Planning. Mr. Coji holds a degree in Business Management from Fundação Getúlio Vargas (FGV) and a Law degree from Universidade de São Paulo (USP), in addition to a Board of Directors Certificate from the IBGC. Mr. Coji declared for all legal purposes that, in the past 5 years, he has not been convicted criminally or received a CVM administrative proceeding or has been sentenced in any final unfavorable judicial or administrative ruling that has resulted in his suspension or impediment to exercise professional or commercial activities.
Tufi Daher Filho – Sitting Member
Mr. Tufi Daher Filho is currently a member of the Board of Directors of Companhia Paulista de Trens Metropolitanos – CPTM, a Technical Advisor of Hidrovias do Brasil S.A., owner of TDF Consultoria Empresarial Ltda., partner of The Empreendimentos e Construtora Ltda. and owner of the Loungerie, Osklen and Richards franchises in Uberlândia (Minas Gerais). Over the past 5 years, he has acted as Director of Cia. Metalic Nordeste, Chairman of the Board of Directors and CEO of MRS Logística S.A., CEO of Transnordestina Logística S.A. and Advisor of the Associação Nacional dos Transportadores Ferroviários (ANTF). Mr. Daher Filho holds a degree in Civil Engineering from Universidade Católica de Minas Gerais and attended vocational courses held by the Agência de Cooperação Internacional do Japão on subjects related to Transportation Planning, in addition to holding a Management MBA degree from Fundação Dom Cabral and attending the Advanced Management Program in partnership with INSEAD (France). Mr. Tufi Daher Filho declared for all legal purposes that, in the past 5 years, he has not been convicted criminally or received a CVM administrative proceeding or has been sentenced in any final unfavorable judicial or administrative ruling that has resulted in his suspension or impediment to exercise professional or commercial activities.
Beatriz Santos Martini – Alternate Member
Mrs. Beatriz Santos Martini is the founder and Managing Partner of BSM & Associados Ltda., with 25 years of specialized operations in Change Management, where she has acted as practice leader and senior consultant since 1993. Over the past 5 years she provided advisory, some in partnership with other process consulting firms, to companies such as Makro, Casas Pernambucanas, Kroton Anhanguera, Marina Linhares Arquitetura and Supermercado CSD/Amigão (M&A). Mrs. Martini holds a degree in Production Engineering from Universidade de São Paulo (USP), with specialist degrees in Creativity and Educational Technology from FAAP and Coaching from the Leading Group (Argentina). Mrs. Beatriz Santos Martini declared for all legal purposes that, in the past 5 years, she has not been convicted criminally or received a CVM administrative proceeding or has been sentenced in any final unfavorable judicial or administrative ruling that has resulted in her suspension or impediment to exercise professional or commercial activities.
Angélica Maria de Queiroz – Alternate Member
Mrs. Angélica Maria de Queiroz is currently member of the Consulting Body of the Instituto Brasileiro de Gestão e Turnaround (IBGT) since 2005, founding partner of Clear Horizon (2002), strategy consultant of national and international companies, in the supply and distribution, production and sales, administrative and financial areas and member of the Fiscal Council /Audit of the NGO Américas Amigas. Mrs. Queiroz was also an independent advisor of the Audit Committee of Companhia Siderúrgica Nacional (CSN) from 2011 to 2017. She holds a degree e Economics from Pontifícia Universidade Católica (Rio de Janeiro) and a post-graduate degree in Finance from Fundação Getúlio Vargas (Rio de Janeiro). Mrs. Angélica Maria de Queiroz declared for all legal purposes that, in the past 5 years, she has not been convicted criminally or received a CVM administrative proceeding or has been sentenced in any final unfavorable judicial or administrative ruling that has resulted in her suspension or impediment to exercise professional or commercial activities.
Ian Peter Brandt Searby – Alternate Member
Mr. Ian Peter Brandt Searby is currently CEO and owner of IPSearby Consultoria Administrativa, were he acts as Independent Advisor, since 2009, and member of the Board of Directors, certified by IBGC. He holds degrees in Accounting and Business Management from Faculdade de Ciências Econômicas de São Paulo (FECAP/FACESP). Mr. Ian Peter Brandt Searby declared for all legal purposes that, in the past 5 years, he has not been convicted criminally or received a CVM administrative proceeding or has been sentenced in any final unfavorable judicial or administrative ruling that has resulted in his suspension or impediment to exercise professional or commercial activities.

FAQ

How can I access presentations made by the Investor Relations department?

You can have access to all the presentations made by the Investor Relations department in the Presentations section.

How can I get CSN‘s historical share prices?

There is a table with the online share/ADR price, both in the BMF&Bovespa and NYSE, in the Shareholder Info/Quotes and Charts section. To view a specific shares performance period, there is an interactive graphic, where you can choose the period to compare with other market indexes.

How can I get information about Events related to investors?

The Calendar of Events section shows all the events scheduled for Investor Relations, as well as past events. There is a link to subscribe to receive information about upcoming events (Services/Email Alerts).

How can I participate in the GSM/ESM?

General Shareholders‘ Meetings have to be held within the 4 (four) months after the end of the fiscal year, in order to approve the financial statements, allocation of profit, and elect the members of the Board of Directors. Any shareholder can participate. The meetings‘ call notices are published in newspapers chosen by the Company and on CSN‘s website. To receive information about these meetings, shareholders are recommended to register in the Services/Email Alerts section.

How can I purchase CSN‘s shares?

As CSN‘s shares are traded on the BM&FBovespa and the NYSE (ADRs), they can be purchased through brokerage firms (see details in the Shareholders Info/Additional Information to Investors section), in accordance with Stock Exchange regulations.

How can I receive financial releases?

You can register to receive CSN‘s releases by email in the Services/Email Alerts section.

How do I contact the IR department?

The IR department‘s contact are available in the Services/Contact IR section.

How do I get information about the steel market?

For more detailed information, please access the Instituto Aço Brasil – IABr’s (Brazil Steel Institute) website at http://www.acobrasil.org.br and the World Steel Association – WSA‘s website at http://www.worldsteel.org/.

What is an ADR?

ADR means American Depositary Receipts. They are depositary receipts equivalent to CSN‘s shares and are traded on the NYSE. Thus, foreign investors who are willing to invest in CSN can trade ADRs instead of investing directly through the BM&FBovespa.

What is CSN‘s capital stock and what is its ownership structure?

There is a detailed description of CSN‘s capital stock in the Company/Ownership Breakdown section.

What should I do to receive dividends/profits?

There is a description of the procedures and places where CSN‘s shareholders can get assistance in the Shareholders Info/Clarifications to Shareholders section.

What was the last dividend/interest paid by the Company?

There is a detailed description of CSN‘s dividends distribution in the Shareholder Info/Dividend Policy and History section.

Where / how do I get information about shares / ownership structure?

There is a description of the procedures and places where CSN‘s shareholders can get assistance in the Shareholders Info/Clarification to Shareholders section.

Where are the Shareholders‘ Service Centers located?

Shareholders‘ services are available during banking hours at all Banco Itaú Unibanco S.A.‘s branches, preferably at branches specialized in securities. For further information, please refer to the Shareholder Info/Additional Information to Investors section.

Why does CSN calculate the adjusted EBITDA?

The adjusted EBITDA is the indicator used by the Company’s Management to assess the performance of the various segments and its capacity to generate operating cash flow. It comprises net income less the net financial result, income and social contribution taxes, depreciation and amortization, equity income and other operating revenues (expenses). Although it is used to measure the segments, it is not recognized by IFRS or Brazilian accounting practices, nor does it have a standard definition so it may not be comparable to similar indicators disclosed by other companies.

nyse

Audit Committee

Under NYSE listing standards, a listed company must have an audit committee composed of a minimum of three independent members that comply with the independence requirements of Rule 10A-3 pursuant to the Stock Exchange Act, with a written charter that covers certain minimum specified duties. In June 2005, an Audit Committee was installed, in accordance with the SEC rules and, as required, is composed of three independent members of CSN’s Board of Directors.

Certification Requirements

Under NYSE listing standards, the Chief Executive Officer of a listed company in the US must annually certify that he or she is not aware of any non-compliance with NYSE corporate governance standards by the company. However, the Chief Executive Officer of a Brazilian listed company is required to promptly notify the NYSE in writing after any executive officer becomes aware of any material non-compliance with any provisions of the NYSE corporate governance rules applicable to the company.

 

More information about CSN‘s corporate governance practices and the applicable Brazilian Law are available on this website, on the documents filed by CSN with SEC on Form 6-K and CSN‘s Annual Report, Form 20-F filed annually with the US SEC.

Code of Conduct and Business Ethics

NYSE listing standards require US companies to adopt and disclose a code of conduct and business ethics for board members, officers and employees; and promptly disclose any waivers to the code for board members or executive officers. The applicable Brazilian legislation does not have a similar requirement. CSN adopted a Code of Ethics applicable to members of the Company’s Board of Directors, officers and employees, and believes that this code complies with NYSE’s requirements. The Code of Ethics can be accessed on this website, and a copy can be obtained from CSN.

Compensation Committee

NYSE listing standards require US companies to have a compensation committee composed entirely of independent members, with a written charter that covers certain minimum specified duties. In Brazil, the human resources director is responsible for compensation and related matters, and, when necessary, the Chief Executive Officer is consulted.

Corporate Governance Guidelines

Under NYSE listing standards, a listed company in the US must adopt and disclose corporate governance guidelines that specify certain basic matters. CSN adopted the following corporate governance guidelines, based on the Brazilian legislation, on the Company‘s Code of Ethics and other institutional guidelines:

  • Insider trading policy concerning securities issued by CSN;
  • Disclosure of material facts;
  • Disclosure of annual financial reports;
  • Confidential policies and procedures; and
  • Duties and activities related to the Disclosure Committee for the Sarbanes-Oxley Act.
Executive Sessions

Under NYSE standards, non-management directors of listed companies listed on US stock exchanges must meet at regularly scheduled executive sessions without the presence of the management. Since Brazilian legislation does not have a similar standards, CSN‘s non-management directors do not meet in executive sessions without the presence of the management.

Independent Board Members

Under NYSE standards, listed companies listed on US stock exchanges must have a majority of independent board members. CSN is not legally required to have a majority of independent board members, but it is believed that five of a total of seven directors are independent.

Nominating/Corporate Governance Committee

US companies listed on the NYSE are required to have a nominating/corporate governance committee composed entirely of independent members, with a written charter that covers certain minimum specified duties. The Brazilian legislation does not impose this obligation, and CSN currently does not have a nominating/corporate governance committee.

Shareholder Approval of Equity Compensation Plans

Under NYSE listing standards, shareholders must be given the opportunity to vote on all equity compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules. CSN currently does not have such a plan, and according to its bylaws, the shareholders’ pre-approval would be required for the adoption an equity compensation plan.