Governance
Shareholding Structure
Boards and Directors
Committees
Shareholding Structure
CSN’s share capital is fully subscribed and paid-in, consisting exclusively of common, book-entry shares with no par value. Each common share grants its holder the right to one vote in resolutions of the General Meeting, reinforcing the company’s commitment to transparent and participatory governance.
Click here to view the shareholder composition of the CSN Group.
Voting Capital
CSN Mineração
The CSN Mineração (CMIN), a publicly traded company listed on B3’s Level 2, maintains its own corporate governance structure.
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Board of Directors
The Board of Directors is the company’s highest decision-making body, playing a central role in defining strategic guidelines. Its main responsibilities include monitoring the actions of the Executive Board and making decisions on relevant business matters.
The Board is also responsible for supervising the identification of the company’s economic, environmental, and social impacts, as well as analyzing the effectiveness of actions related to managing these impacts. It is also the Board’s responsibility to elect and dismiss members of the Executive Board as needed.
The directors are elected by the General Shareholders’ Meeting, with the majority appointed by the controlling shareholder, for two-year terms with the possibility of re-election.
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Board of Directors - CMIN
The Board of Directors is composed of up to eleven members, who meet regularly on the dates set in the annual calendar.
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Fiscal Council
The company’s Fiscal Council is not a permanent body. It operates only during fiscal years when it is established at the request of shareholders and in accordance with applicable law.
Regarding its structure and function, the Bylaws state that it will be composed of three effective members and three alternates, who are elected by the General Meeting. Their term of office lasts until the first Annual General Meeting held after its establishment.
The Fiscal Council is an integral part of the Corporate Governance system, and its main function is to supervise the actions of the members of the Board of Directors and the Executive Board, and to verify their compliance with legal and statutory duties.
Learn about the Internal Regulations of the CSN Fiscal Council.
Executive Board
The management of CSN and the general conduct 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 CEO or by two Executive Directors. Each Executive Director is responsible for leading the operations related to their area of expertise.
The term of office for Executive Directors is two years, with the possibility of re-election. The Executive Board is currently comprised of six executive directors, one of whom is the CEO.
Click here to meet the members.
CSN Group Audit Committee
Statutorily mandated, it is composed exclusively of independent members of the Board of Directors. Its duties include monitoring and quality control of financial statements, supervision of internal controls, risk management, and the Compliance Program, in addition to following up on investigations and handling of complaints made through the Whistleblower Channel.
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ESG Committee
CSN Group Audit Committee
As a statutory body, it is composed exclusively of independent members of the Board of Directors. Its duties include monitoring and quality control of financial statements, supervising internal controls, risk management, and the Compliance Program, as well as following up on investigations and handling complaints made through the Whistleblower Channel.
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ESG Committee
Dams Committee
It is composed of members dedicated to ensuring the implementation of global best practices in the management of existing dams.
The committee seeks to ensure the best governance and redundancy in the analysis of all aspects related to dam management. This committee includes representatives from the technical areas of engineering, geology, and projects, as well as representatives from the legal, sustainability, and Executive Board departments of the company.
It discusses items concerning dams and tailings piles from technical, legal, and socio-environmental perspectives, such as:
- Monitoring of dams and tailings piles.
- Analysis of results and data processing.
- Management and operation.
- Discussion, monitoring, and execution of the Emergency Action Plan (PAEBM)
Compensation of governance bodies
The performance of directors is regularly evaluated based on the achievement of the business’s financial and non-financial results, including ESG aspects.
The achievement of these goals influences the variable compensation offered to executives, fostering a culture of results and accountability. The People & Management department monitors the results achieved and provides guidance on the continued employment or promotion of directors in their respective roles.
This compensation practice aims for internal balance and external competitiveness, ensuring the positions are attractive and motivating for achieving organizational goals.
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Focus on strategic objectives, representing actions that have a significant impact on the continuous improvement of CSN’s performance.
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Measurement and evaluation of the result objectives provided in our budget. The variation in compensation should reflect the achievement or not of these objectives.
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Definition based on the breakdown of CSN’s goals.
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Clear description, formulas, and sources previously defined, being easy to understand and measure.
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Comparison with best practices and standardization of evaluation.
Workplace Health and Safety Committee
This committee is committed to ensuring the health and safety of employees and promoting safe behavior. They include:
- The Corporate and Executive Workplace Health and Safety Committee
- The Central Safety Committee – Business Unit
- The Leadership Committee and working groups for Regulatory Standards (NRs) (10, 12, 13, 20, 33, and 35)
Internal Environmental Management Committee
Investment Committee
This is an advisory body that supports the CEO. Its objective is to analyze, validate, and prioritize the CSN Group’s investment projects.
Portfolio Committee
CSN Communities Committees
The CSN Communities Committees (Mining and Cement) aim to build a permanent channel for communication between the communities surrounding CSN Mineração’s operations (in the city of Congonhas/MG) and CSN Cimentos’ operations.
This forum is used to discuss and clarify issues of common interest and to provide greater interaction and transparency between the company’s processes and the daily life of the cities. Participants in the committees include representatives from the communities, NGOs, civil society, municipal public authorities, and other highly representative members of the city and nearby regions.