Our Governance
[102-16, 102-18, 102-19, 102-20, 102-22, 102-23, 102-24,102-26, 102-27, 102-34, 103-2, 103-3, 205-1, 205-3, 406-1]

Itaipu has been promoting a series of actions aimed at improving its governance, greater administrative transparency, efficiency in the use of its resources and effectiveness in achieving its strategic objectives.

The Treaty of Itaipu and its annexes A, B and C, in addition to the diplomatic agreements (reversal notes) and subsequent binational standards are the instruments ruling governance. In specific cases, there may be compliance with the internal laws of each country, and all strategic decisions must be backed by the Treaty. [102-16]

Annex A of the Treaty (Statute) and the company’s bylaws define the tasks and competences of the Board of Directors and the Executive Board. The appointment of the members of the two organs is the responsibility of the Brazilian and Paraguayan governments, being the same number of representatives of each country – including a member of the Ministry of Foreign Affairs. [102-22, 102-23, 102-24]

The directors are independent and have a four-year mandate, with no specifications as to their professional training. It is foreseen that there may be renewal or early replacement of the mandates, according to governmental decisions. [102-22, 102-23]

Six annual ordinary meetings are scheduled, and there may be extraordinary meetings at any time. All decisions are made with parity of votes. The ordinary meetings are presided, alternately, by a counselor of each country, and, alternately, by all. [102-22, 102-23]

For the meetings, reports are prepared by the governing bodies, internal audit and General Ombudsman, as well as other information on technical, economic, environmental and social aspects. As requested by the Board of Directors, there may be the creation of committees to meet specific demands.[102-19,102-20, 102-29, 102-31]

In the meetings also participate the two general directors of Itaipu-who do not have the right to vote. Since 2017, the Social Responsibility Advisory Department has submitted the management results to the organ, twice a year, including the sustainability reports. [102-18]

In relation to the Executive Board, members have five years of mandate, and there may also be renewal or early replacement at any time by governmental decision. The directors meet twice a month.