Governance structure

GRI 102-18, 102-19, 102-20, 102-22, 102-23, 102-24, 102-26, 102-28, 102-29, 102-31, 102-32, 102-35, 102-36, 102-38, 102-39

Even's governance structure is based on three main axes: Board of Directors, Statutory Executive Board and Statutory and Non-Statutory Committees, as shown in the following organizational chart:

Corporate Governance Structure

Executive Board

Under the Company's Bylaws and Brazilian Corporation Law, the Shareholders' Meeting is responsible for electing the members of the Board of Directors, a collegiate body with five members, four of which are independent (80% of the total). The chairman of Even's Board of Directors is not part of the Statutory and Non-Statutory Executive Board.

With a two-year term of office, the Board of Directors, which meets monthly, is responsible for establishing the Company's general policies, electing directors, supervising management and approving strategic operations, among other roles. Its main mission is to protect and enhance the Company's assets and to optimize, in the long term, the return on investment for its shareholders.

The Board is also responsible for examining and resolving Even's strategic issues, besides annually reviewing the guidelines, integrity/compliance and corporate governance (policies) systems to improve and monitor their implementation.



Committees

Advises and guides the Board of Directors, besides supervising the activities of the independent auditors in internal controls and preparing the Company's financial statements. The Committee also issues recommendations, based on which the Board of Directors can supervise the financial area and independent auditors and evaluate the Executive Board’s work.

Monitors the financial planning focused on generating economic value and optimizing the capital structure and cash flow. Its goal is to ensure Even’s financial health and business continuity by measuring and mitigating financial risks. It seeks to ensure we improve our capital structure and offers technical support, market insight, benchmark and periodic analysis of financial results for all decisions.

Organizes and monitors the strategy of the Human Resources area. Dedicated to implementing the best practices in the area, the Committee is responsible for programs and actions focused on employees’ development and well-being.           

Responsible for assessing proposals for transactions with related parties, checking if a certain transaction has the necessary market conditions for the Board of Directors to decide positively or not on carrying out the transaction.

Advises decisions on investments in peripheral startups, their creation and operational structure linked to the Company's core business. Its mission is to advise the Board on issues for the activities monitored.

ESG - Committees

Created in 2021, the Committee is multidisciplinary and has managers from  different areas who report to the Operations Board. It holds monthly meetings and is responsible for engaging and promoting the ESG subject internally.  Among other attributions, the Committee is responsible for coordinating the implementation of the Sustainability Report and implementing and monitoring the purposes and goals of the area. All ESG actions are resolved at Audit Committee meetings.

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