New model reaffirms commitment to good corporate practice
In April last year, Plínio Villares Musetti was elected chairman of the Natura Board of Directors, putting an end to the co-chairmen model exercised historically by the controlling shareholders. Yet another step towards the professionalization and the institutionalization of governance in the company, the change reinforces Natura's long-standing commitment to best practices, initiated 16 years ago when it voluntarily instituted a board six years before going public.
The controlling shareholders and founders of the company Antônio Luiz Seabra, Guilherme Peirão Leal and Pedro Passos remain on the board. Their focus now, however, is on overseeing the evolution of the organization, with support for the development of new executive leaders, aimed at consolidating a vibrant corporate culture that will perpetuate the company's values and inspire its strategic vision.
“Plínio Musetti has been a board member since 2012. He works together with the shareholders on managing their assets and has pertinent experience on other boards of directors. In addition to constituting good corporate practice, the change will ensure the dedication necessary to consolidate our future growth”, states Moacir Salzstein, Natura Corporate Governance director.
The evolutionary cycle in Natura's corporate governance began in the mid-1990s, when new executives were placed in strategic positions in the company to reinforce professional management. In 1998, the founders brought in professionals from the market to form Natura's first Board of Directors. This was followed by the 2005 nomination of Alessandro Carlucci as the first company president who was not a controlling shareholder. In 2007, the Board was expanded from five to seven members. 2011 saw the first substitution of external members, and in 2012 the board wasaugmented again to nine members. "We consider these changes to be part of Natura's natural evolution, aligning management with the future vision for the brand. The board comprises the correct mix of corporate experience”,Salzstein concludes.
To ensure even greater focus on company strategy and achievement of its proposed targets, the Natural Executive Committee (Comex)was expanded in 2013, incorporating a larger number of company leaders. Today it comprises representatives of the fundamental functions (Finance and Institutional Relations, Innovation, People and Culture, Digital Technology, Operations and Logistics), and the businesses (Natura Brazil, International Operations and New Businesses).
Natura also reviewed its organizational structure, which is now based on three major pillars:
Brands and Businesses: responsible for product development, innovation, marketing and new businesses;
Networks: responsible for the commercial model, logistics, operations in Brazil and overseas;
Corporate functions: activities permeating the whole business, including Finance, People, Operations and Digital Technology.
Natura has a fixed and variable remuneration system designed to prevent distortions in company performance. The system is projected to balance short, medium and long-term earnings and engage executives in driving growth and value generation.
The variable remuneration program offers senior management a share purchase option or stock subscription plan. This is linked with the executive's decision to invest at least 50% of the net proceeds from the company's profit share scheme in the acquisition of Natura shares.
The profit share scheme is based on economic, social and environmental targets (see below),and total volume may not exceed 10% of Natura's net profit.
Organizational climate and NC loyalty rate (Brazil)
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