2020 Annual Report 2020 Annual Report
A Message From the Board of Directors A Message From the A Message From the Executive Board Board of Directors 102-10 | 102-14 2020 Highlights Portfolio Overview The Investment Holding Company Strategy and Management People A crisis like never before, Eduardo Vassimon José Roberto Ermírio Cláudio Ermírio de Moraes Governance, Compliance and Risks impacting global health and Chairman de Moraes Board Member Deputy Chairman Economic and Financial Performance with significant economic Social Investment repercussions, made 2020 an Initiatives to Combat COVID-19 absolutely atypical year, which In Brazil, the impact of the imposed a series of challenges pandemic on economic activity Center of Excellence (CoE) on companies and society around was significant. The reduction Reservas Votorantim the world. Faced with this difficult of interest rates to a historic Altre situation, we demonstrated our low, the economic stimulus Portfolio Companies strength and resilience, emerged through emergency aid granted Votorantim Cimentos from it strengthened, and by the Federal Government Banco BV reaffirmed our values. and the devaluation of the real Votorantim Energia transformed the macroeconomic Luís Ermírio de Moraes Marcelo Medeiros Nexa Resources Worldwide, governments adopted context of our businesses. Board Member Independent Board Member Citrosuco different strategies to contain CBA the pandemic. Some of the more At Votorantim, we were quick Acerbrag and Acerías Paz del Río restrictive ones included border to react, focusing first on About this Report closures, strict lockdowns and people, then on our financial curfews. In addition, the turbulent GRI Disclosures health and the continuity of presidential election in the our operations, and finally on Consolidated Financial Statements United States and the country’s supporting society. Assurance Report continued trade dispute with Credits and Corporate Information China contributed to an estimated Our sense of community 3.5% global economic contraction prevailed, attesting to an aspect in 2020, according to the that is very important to us: Marcos Lutz Oscar Bernardes Independent Board Member Independent Board Member International Monetary Fund (IMF). our concern for the social
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A Message From dimension, expressed both operational stability despite and responded promptly to a the Board of Directors internally, through our support to new conditions resulting from new demand for faster decisions, A Message From our employees and their families, the pandemic, and we achieved through streamlined processes the Executive Board and externally, through our work better consolidated results than and increased employees 2020 Highlights in communities to mitigate the originally estimated before the autonomy. Portfolio Overview effects of the pandemic from crisis. Compared to 2019, our net The Investment Holding Company the very beginning. Considering revenues increased 19%, totaling We continued to evolve our Strategy and Management the budget reallocation from the R$ 36.7 billion, and our adjusted governance, based on providing People Votorantim Institute, donations EBITDA grew 35%, reaching autonomy to our portfolio Governance, Compliance and Risks made directly by the companies R$ 6.9 billion. Our leverage (net companies while also seeking, as Economic and Financial Performance and the shareholder family, debt/adjusted EBITDA) was 1.63x, a holding company, to influence Social Investment and an additional donation a very comfortable level in the cross-cutting themes, such Initiatives to Combat COVID-19 of R$ 50 million made by consolidated calculation. as Environmental, Social and Votorantim, the total amount Governance (ESG) issues. Center of Excellence (CoE) allocated to initiatives to Another strength was our Internally, we advanced our Reservas Votorantim address the pandemic totaled portfolio diversification, which succession planning by continuing Altre approximately R$ 150 million, provides balance and enables us to follow our management Portfolio Companies which enabled more than 400 to face new situations. Despite approach and outlined strategy, Votorantim Cimentos initiatives in different areas. Also a scenario of new risks and with the transition of our Banco BV through the resource allocation uncertainties, we continued to executive leadership and the Votorantim Energia announced by the Votorantim advance our long-term strategies, appointment of João H. Schmidt Nexa Resources Institute, we and our companies supporting the growth plans as CEO of Votorantim S.A. At the Citrosuco contributed to the expansion of of our companies. In addition, Board level, Marcos Lutz joined us CBA vaccine plants in Rio de Janeiro we continued to prospect for as an independent board member. Acerbrag and Acerías Paz del Río and São Paulo, which will give new investments in other About this Report Brazil greater autonomy in terms segments and regions, seeking Our entrepreneurial spirit, of vaccine supply. diversification according to our GRI Disclosures which has always characterized strategy and in line with the Votorantim, will be relevant in a Consolidated Financial Statements The importance of our prudent Board’s investment mandate. still challenging future scenario Assurance Report management, from a financial marked by geopolitical tension Credits and Corporate Information perspective—which prepares And it was not just about financial and questions about commercial us for times of uncertainty— results: we learned more, had relations between countries. also became evident. Our confidence and demonstrated In Brazil, the scenario also companies managed to maintain adaptability to face adversity, includes some uncertainties,
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A Message From mainly related to fiscal issues. the present with prudence and Collaboration and Courage are the Board of Directors The absence of signs that responsibility. our drivers not only in our day- A Message From reinforce fiscal responsibility to-day activities, but also for the Executive Board could have negative effects on In our century-old history, we our long-term vision, which 2020 Highlights other macroeconomic variables, have gone through many crises, motivates us to continue going Portfolio Overview such as foreign exchange and and have always succeeded in further. The Investment Holding Company interest rates, and jeopardize a overcoming them. This trajectory Strategy and Management sustainable growth resumption. is guided by values that reflect Eduardo Vassimon People However, we look to the future our essence and which have been Chairman of the Board of Governance, Compliance and Risks with optimism, while working in updated this year: Integrity, Directors, Votorantim S.A. Economic and Financial Performance Social Investment Initiatives to Combat COVID-19 Center of Excellence (CoE) Reservas Votorantim Altre Portfolio Companies Votorantim Cimentos Banco BV Votorantim Energia Nexa Resources Citrosuco CBA Acerbrag and Acerías Paz del Río About this Report GRI Disclosures Consolidated Financial Statements Assurance Report Credits and Corporate Information
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A Message From the Board of Directors A Message From the A Message From 102-10 | 102-14 the Executive Board Executive Board 2020 Highlights Portfolio Overview The Investment Holding Company Strategy and Management In 2020, in the midst of a People pandemic, an event that none João H. Schmidt Glaisy Domingues Luiz Caruso Governance, Compliance and Risks of us had faced before, our CEO Chief Legal Officer Center of Excellence and Compliance Officer Economic and Financial Performance commitment to the right way of Social Investment doing business was reaffirmed. Initiatives to Combat COVID-19 We worked collaboratively and fight the effects of the pandemic with courage. In all portfolio in the different regions where Center of Excellence (CoE) companies, people’s health we operate, demonstrating that Reservas Votorantim and safety was prioritized, collaboration remains strong in Altre and business continuity was our DNA. Portfolio Companies ensured. With extreme agility, Votorantim Cimentos all companies developed and This period represented a true Banco BV implemented contingency plans test of the evolution of the Votorantim Energia to deal with the new challenges. governance and management Marcio Yamachira Mateus Gomes Ferreira Nexa Resources Votorantim also ensured that model of Votorantim and its Corporate Development Officer Chief Investment Officer Citrosuco its entire portfolio had liquidity companies, which was established CBA to face a period of uncertainty, in 2014. The leadership of the Acerbrag and Acerías Paz del Río while also maintaining financial companies and their Boards of About this Report flexibility to continue investing Directors were agile and diligent in efficiency, modernization, in the management of each of our GRI Disclosures innovation and growth. And businesses, which were impacted Consolidated Financial Statements in facing the health crisis, we in very different ways. They Assurance Report and the portfolio companies, in established Crisis Committees, got Credits and Corporate Information partnership with the Votorantim closer to the everyday operations Institute, reinforced our social and took impactful decisions commitment through immediate throughout the year. And the Sergio Malacrida CFO and Investor Relations and structuring initiatives to results of this effort can be seen Officer
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A Message From today, with operational and and CPP Investments announced companies to adopt best practices the Board of Directors financial performance exceeding an investment of R$ 2 billion in to ensure the sustainability of A Message From pre-pandemic expectations. the expansion of its wind farms, their businesses. In 2020, we the Executive Board which will increase its generation advanced on ESG from the 2020 Highlights All companies demonstrated very capacity to 2.6 GW. We also perspective of the investment Portfolio Overview strong recovery throughout the expanded into new segments with holding company by discussing The Investment Holding Company year, both at the operational level the creation of Altre, our real with the Board of Directors the Strategy and Management and in terms of cash generation. estate investment platform, which new environmental, social and People These factors helped us maintain was previously a business area governance needs in the current Governance, Compliance and Risks our investment grade rating within the holding company. scenario and the incorporation Economic and Financial Performance by Standard & Poor’s and Fitch. of these decision factors into our Social Investment At the holding company level, We are consistently advancing investment processes. Among Initiatives to Combat COVID-19 we prepaid our last outstanding the ESG agenda, which has always our initiatives during the year, debt, in line with our liability been part of our DNA through we joined the CDP, the largest Center of Excellence (CoE) management strategy. the adoption of pioneering environmental database in the Reservas Votorantim practices since the foundation of world, and the inclusion in this Altre Despite a scenario of new Votorantim. Historical examples report of our contributions to the Portfolio Companies risks and uncertainties, we include our first Annual Report United Nations (UN) Sustainable Votorantim Cimentos demonstrated that courage published in 1923, and the fact Development Goals (SDGs). Banco BV and entrepreneurship have that, for ten years, we have Votorantim Energia also remained strong at based this report on the globally Another of our new initiatives in Nexa Resources Votorantim. With the trust of recognized Global Reporting 2020 was the Citizenship Program, Citrosuco our Boards of Directors and Initiative (GRI) methodology, through which Votorantim and CBA our shareholders, we continued demonstrating transparency its portfolio companies sought Acerbrag and Acerías Paz del Río to advance our business and toward our stakeholders. The to foster the strengthening About this Report portfolio strategies. One example COVID-19 pandemic prompted of a democratic culture and was a transaction announced changes and reflection across GRI Disclosures encourage the active participation by Votorantim Cimentos to society, and ESG-related issues of citizens in public discussions, Consolidated Financial Statements combine its operations in North have also gained momentum. in such an important year of Assurance Report America with McInnis Cement Although we have embraced municipal elections in Brazil— Credits and Corporate Information by partnering with the Caisse de this agenda throughout our for which we developed a new dépôt et placement du Québec history, we continuously seek version of the Guia do Voto (Voting (CDPQ). Also, the joint venture to take on new commitments Guide). Our practices reiterate our between Votorantim Energia and influence our portfolio conviction on the importance our
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A Message From corporate citizenship role and the As I reflect on 2020, I have a great alongside those who join our the Board of Directors development of initiatives that sense of pride in Votorantim and efforts—employees, business A Message From contribute to the advancement of all of our people. Our results go partners, suppliers, clients and the Executive Board Brazil’s democratic culture. far beyond the numbers. And our shareholders— and to whom we 2020 Highlights collective capacity to overcome will always be grateful. Portfolio Overview In parallel, during the year we challenges is enormous. We have The Investment Holding Company revised our corporate Values in more than 100 years of history of João H. Schmidt Strategy and Management order to portray our DNA more going above and beyond, with very CEO, Votorantim S.A. People objectively. As a result, our way solid values—something that each Governance, Compliance and Risks of being and doing things is of us carries every day. Therefore, Economic and Financial Performance now translated into Integrity, we remain confident and hope Social Investment Collaboration and Courage. to celebrate great achievements Initiatives to Combat COVID-19 Center of Excellence (CoE) Reservas Votorantim Altre Portfolio Companies Votorantim Cimentos Banco BV Votorantim Energia Nexa Resources Citrosuco CBA Acerbrag and Acerías Paz del Río About this Report GRI Disclosures Consolidated Financial Statements Assurance Report Credits and Corporate Information
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A Message From the Board of Directors 2020 Highlights 102-10 A Message From the Executive Board 2020 Highlights Portfolio Overview The Investment Holding Company Investment of approximately Citizenship Program, Strategy and Management R$ 150 million, including contributing to the People Governance, Compliance and Risks contributions from the advancement of Economic and Financial Performance portfolio companies, Brazil’s democratic Social Investment for initiatives to combat Renewing the commitment culture Initiatives to Combat COVID-19 Center of Excellence (CoE) the COVID-19 pandemic to Votorantim’s values Reservas Votorantim Altre Announcement of the New investments in Real Involvement of the Portfolio Companies combination of the wind farms by the estate Board of Directors Votorantim Cimentos operations of joint venture between investments: in ESG discussions Banco BV Votorantim Energia Votorantim Cimentos Votorantim Energia Altre Nexa Resources in North America with and CPP Investments Citrosuco CBA McInnis Cement Acerbrag and Acerías Paz del Río About this Report Joined the CDP Consolidated leverage of 1.63x Maintenance of investment GRI Disclosures as an investor (net debt/adjusted EBITDA), grade rating by S&P and Fitch Consolidated Financial Statements signatory the lowest since 2008 Ratings Assurance Report Credits and Corporate Information
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A Message From the Board of Directors Portfolio Overview 102-4 | 102-6 | 102-8 A Message From the Executive Board 2020 Highlights Portfolio Overview The Investment Holding Company Strategy and Management People Governance, Compliance and Risks Economic and Financial Performance Social Investment Initiatives to Combat COVID-19 Center of Excellence (CoE) Reservas Votorantim Altre Portfolio Companies Votorantim Cimentos Banco BV Votorantim Energia Nexa Resources Citrosuco CBA Acerbrag and Acerías Paz del Río
About this Report Ownership: 100% Ownership: 50% Ownership: 100% Ownership: 64% Ownership: 50% Ownership: 100% Ownership: 100% of Industry: building Industry: finance Industry: eletric Industry: metals Industry: orange Industry: aluminum Acerbrag and 91% of GRI Disclosures Acerías Paz del Río materials Operations in: power and mining juice Operations in: Consolidated Financial Statements Operations in: 2 countries Operations in: Operations in: Operations in: 1 country Industry: long steel 11 countries Units¹: 21 1 country 4 countries 7 countries Units¹: 13 Operations in: 2 countries Assurance Report Units¹: 347 Employees²: 4,010 Units¹: 59 Units¹: 13 Units¹: 44 Employees²: 5,647 Employees²: 11,783 Employees²: 492 Employees²: 5,155 Employees²: 5,599 Units¹: 11 Credits and Corporate Information Employees²: 2,051
¹ Includes offices, plants, distribution centers and other units. ² Includes company employees, interns and apprentices. Page 8 of 187 2020 Annual Report
A Message From the Board of Directors A Message From The Investment Holding Company the Executive Board 102-6 | 102-9 | 102-15 2020 Highlights Portfolio Overview The Investment Holding Company With 103 years of history, Strategy and Management is responsible for managing of 72 employees at the holding. People Votorantim S.A. (Votorantim) is a the environmental assets of Including Instituto Votorantim, Governance, Compliance and Risks Brazilian family-owned company the portfolio and providing Reservas Votorantim, the CoE and Economic and Financial Performance with long term investments. Its conservation services for land and the portfolio companies, it has water resources (learn more on approximately 34,400 direct and Social Investment portfolio companies operate Initiatives to Combat COVID-19 page 44). 10,300 indirect employees in 515 operating units. 102-3 Center of Excellence (CoE) in 19 countries in the building materials, finance, eletric power, The Center of Excellence (CoE), Reservas Votorantim a hub for creating products In 2020, despite the impact of the Altre metals and mining, orange juice, and processes focused on pandemic on the global economy, Portfolio Companies aluminum, long steel and real data analytics, innovation Votorantim recorded consolidated Votorantim Cimentos estate industries. and technology, consolidates net revenues of R$ 36.7 billion Banco BV the operations of the Shared and consolidated adjusted EBITDA Votorantim Energia Solutions, Real Estate Solutions of R$ 6.9 billion, which were Nexa Resources In 2020, the portfolio was and Information Technology higher than in 2019. At the end Citrosuco strengthened by the creation centers (learn more on page 41). of the year, the consolidated CBA of Altre, which manages and net debt was R$ 11.3 billion, Acerbrag and Acerías Paz del Río develops Votorantim’s properties To manage the social investments with leverage (net debt/adjusted About this Report and prospects for investment of the holding company and the EBITDA) of 1.63x (learn more on opportunities in the real estate portfolio companies, Votorantim page 32). 102-7 | 102-8 GRI Disclosures sector (learn more on page 47). works through the Votorantim Consolidated Financial Statements 102-1 I 102-2 I 102-4 | 102-5 I 102-6 Institute, which, in 2020, was Assurance Report responsible for coordinating their Credits and Corporate Information Votorantim also maintains initiatives to combat COVID-19. Reservas Votorantim, a strategic business that has high Votorantim is headquartered in value creation potential and São Paulo, where it has a team
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A Message From Values 102-16 | 103-2 | 103-3 the Board of Directors
A Message From Votorantim’s values are the OUR WAY OF DOING THINGS! the Executive Board link between the values of 2020 Highlights the shareholder family and Collaboration #Shared value creation Portfolio Overview the business culture of each of the portfolio companies. OUR WAY OF BEING! #Networks and The Investment Holding Company connections Strategy and Management During 2019 and 2020, Integrity #Valuing people People these values were revised in a #Doing the right thing Governance, Compliance and Risks comprehensive process that #Respect and ethics involved representatives of the Economic and Financial Performance #Valuing differences Social Investment holding company and the portfolio Initiatives to Combat COVID-19 companies, shareholders and external consultants, with the goal Center of Excellence (CoE) of better conveying the essence Reservas Votorantim of Votorantim’s culture, identity Altre and DNA. Portfolio Companies Votorantim Cimentos Integrity, Collaboration and Banco BV Courage make up V3, the simplest Votorantim Energia and most updated expression Nexa Resources of Votorantim’s values. V3 was Citrosuco unveiled to all employees in a CBA virtual event, complemented by Acerbrag and Acerías Paz del Río an institutional package that was About this Report sent to their homes. The visual identity of V3 is based on the GRI Disclosures image of a DNA that reflects what OUR WAY OF GOING BEYOND! Consolidated Financial Statements all portfolio companies and all Assurance Report people who are part of Votorantim Courage Credits and Corporate Information have in common, and establishes #Ownership a common way of doing business #Innovation and interacting with society. #Building the future
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A Message From Social DNA Votorantim’s Identity the Board of Directors A Message From The Social DNA guides the At the right time With the right people the Executive Board social initiatives of the portfolio 2020 Highlights companies to ensure that they The right time means never We have a clear commitment: to Portfolio Overview can leave a legacy of value missing an opportunity. Every invest in the best of each one to The Investment Holding Company creation to society, in line with the day, we remember that today’s achieve the best for everyone, Strategy and Management expectations of the shareholders. decisions impact future results because we believe in the strength People The DNA includes: and we must think fast and act of people and their potential Governance, Compliance and Risks in a structured, strategic and to thrive. We are continuously Economic and Financial Performance • Finding solutions within assertive manner. We have an moving forward, toward what Social Investment and outside the company’s innovative mindset; we always is new. We positively influence Initiatives to Combat COVID-19 boundaries and business look ahead. However, when our people through our inspiring models to embed social and looking to the future, we must leaders. Center of Excellence (CoE) environmental aspects into the be ready to question what is Reservas Votorantim core business. happening in the present. We Altre must also be ready to respond to Portfolio Companies • Connecting people, skills, changes in the different sectors Votorantim Cimentos goals and economic partners and countries where we operate. Banco BV to advance sustainable Votorantim Energia development. The right way Nexa Resources Citrosuco • Building bridges with local For us, there is only one way CBA communities, creating of doing things: the right way. Acerbrag and Acerías Paz del Río democratic spaces for Our DNA carries a unique way About this Report discussion. of being and acting. We see our companies, our employees GRI Disclosures • Maintaining the United Nations and society through the lenses Consolidated Financial Statements (UN) Sustainable Development of ethics and respect. We have Assurance Report Goals (SDGs) as a guide for significant expertise in investment Credits and Corporate Information Votorantim’s actions, scale of and the knowledge we need to ambitions and visions. continuously improve and perform more responsibly.
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A Message From the Board of Directors Strategy and Management 102-9 | 102-15 | 103-2 | 103-3 A Message From the Executive Board 2020 Highlights Portfolio Overview The Investment Holding Company Strategy and Management Votorantim: a permanently capitalized People investment holding company, with a long-term Governance, Compliance and Risks investment approach, that seeks to deliver Economic and Financial Performance superior financial returns with positive social and Social Investment Initiatives to Combat COVID-19 environmental impacts. Center of Excellence (CoE) Reservas Votorantim Investment thesis Altre Portfolio Companies Votorantim Cimentos Banco BV Core business Beyond core Beyond business Votorantim Energia Nexa Resources Citrosuco CBA Acerbrag and Acerías Paz del Río Strengthening the Value unlocking: Adjacencies: business New patterns of About this Report core: modernization, extract value from the opportunities in production and GRI Disclosures expansion and existing asset base, the adjacencies consumption; new Consolidated Financial Statements consolidation. leveraging on existing of the companies; business models. Assurance Report competences and opportunities and risks capabilities. that follow products Credits and Corporate Information and processes.
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A Message From Achieving the investment Objectives of the capital allocation strategy the Board of Directors objectives of its shareholders, A Message From acting in accordance with Patient capital, non-negotiable purpose the Executive Board the management approach 2020 Highlights established in its DNA and complying with the financial and At portfolio At the portfolio Portfolio Overview companies level For shareholders The Investment Holding Company dividend policies are the essence Strategy and Management of Votorantim’s management Capital structure that Financial and strategic Maximizing total People mandate. The investment allows for growth and flexibility for large scale shareholder return (TSR) Governance, Compliance and Risks approach encopasses major dividends investments Economic and Financial Performance themes that apply both to Long-term Social Investment existing businesses and to new Preserving the capacity Diversification: sustainability of Initiatives to Combat COVID-19 opportunities: (i) strengthening to invest: sustaining, • Sectors; Votorantim the core business through Center of Excellence (CoE) modernization and • Geographies; and investments in modernization, expansion • Risk factors. Reservas Votorantim expansion and consolidation; (ii) Perpetuate the Delivering on the Altre extracting greater value from the Votorantim DNA investment objectives Portfolio Companies asset base and leveraging existing of our shareholders Votorantim Cimentos skills and abilities; (iii) operating Foster innovation to Banco BV in business adjacencies, assessing transform the business Votorantim Energia additional opportunities and risks model Nexa Resources associated with products and Citrosuco processes; and (iv) paying close CBA attention to new production and positive social and environmental and real estate, which are already Acerbrag and Acerías Paz del Río consumption patterns, as well impacts. From a financial part of the portfolio. Aligned with About this Report as new business models that can standpoint, its business portfolio this approach, in 2020, Votorantim present new opportunities and is exposed to the typical seasonal advanced its investment strategy GRI Disclosures mitigate risks. cycles of different industries in through the approval of R$ 2 billion Consolidated Financial Statements different locations around the to be invested in the development Assurance Report As a permanently capitalized world. To reduce exposure to risks, of new wind farms in the Credits and Corporate Information investment holding company, with the company seeks to add to its northeastern region of Brazil by the a long-term investment approach, asset profile new businesses with joint venture between Votorantim Votorantim seeks to deliver secular demand and potential for Energia and CPP Investments (learn superior financial returns with value creation—such as energy more on page 57).
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A Message From Also in line with the search The investment approach is the Board of Directors for opportunities to drive driven by a key principle: our A Message From new businesses, Real Estate capital is patient, our business the Executive Board Investments evolved from an purpose is non-negotiable. 2020 Highlights internal area into the company This means carefully analyzing Portfolio Overview Altre, Votorantim’s real estate opportunities to make Created in 2003 as part of the celebrations of th The Investment Holding Company investment platform. investment decisions in line with Votorantim’s 85 anniversary, the purpose of Strategy and Management Votorantim’s values and DNA, as Memória Votorantim is to map and preserve People In parallel, the company expects well as the guidelines discussed documents on the company’s history. In its Governance, Compliance and Risks to increase its investments in with shareholders. This behavior almost 20 years of operation, the role of Economic and Financial Performance developed markets, which may is one of the fundamental Memória has evolved and the area is currently Social Investment occur directly or via portfolio drivers of the construction of responsible for the historical record and Initiatives to Combat COVID-19 companies. An example of Votorantim’s portfolio and its production of content based on Votorantim’s progress in this area was the business conduct, and it is also past and present, the portfolio companies, their Center of Excellence (CoE) announcement of the combination reflected in the influence it exerts entrepreneurs and employees. Its historical Reservas Votorantim of cement assets in North over the portfolio companies collection and capacity to analyze and manage Altre America with McInnis Cement, to adopt best practices in knowledge are divided into three main axes: Portfolio Companies which will result in a partnership the environmental, social and • Reputation; Votorantim Cimentos between Votorantim Cimentos corporate governance areas. • Organizational culture; and Banco BV and Caisse de dépôt et placement • Sense of legacy. Votorantim Energia du Québec (CDPQ), with a focus Nexa Resources on expanding operations in the These axes complement each other and enable Citrosuco Great Lakes region, eastern the development of projects, products and in- CBA Canada and the northeast coast depth research on the company’s trajectory. Acerbrag and Acerías Paz del Río of the United States (learn more About this Report on page 51). Also in the context Since Votorantim’s history is intrinsically linked of this strategy, during the year to the history of Brazilian industrialization, GRI Disclosures Votorantim increased its exposure Memória is open to the public by Consolidated Financial Statements to developed markets through appointment, both for visits to the Assurance Report investments in highly-liquid exhibition it maintains in its office
Credits and Corporate Information securities. located in Vila Leopoldina, in São Paulo state, and for research. Visit the virtual collection
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A Message From ESG engagement 102-12 | 102-18 | from the perspective of the • Influence; the Board of Directors 102-26 | 102-27 | 102-29 | 102-32 investment holding company, • Monitor; and A Message From developing a structured plan that • Report. the Executive Board Votorantim adopted ESG includes a renewed approach 2020 Highlights (Environmental, Social and that was discussed both by its Based on the ESG plan, the Portfolio Overview Governance) standards even Board of Directors and within the holding company intensified its The Investment Holding Company before the term was created. portfolio companies. participation in the UN Global Strategy and Management In 2020, Memória Votorantim, Compact, an initiative that People a content hub that connects According to corporate promotes fundamental and Governance, Compliance and Risks the company’s past and present, governance principles, each of the internationally accepted values Economic and Financial Performance conducted a survey to review portfolio companies has autonomy in the areas of human rights, Social Investment the history of Votorantim to manage ESG issues, in line with labor relations, the environment Initiatives to Combat COVID-19 and its portfolio companies in its business strategies. In this and the fight against corruption, the environmental, social and context, Votorantim has three key to which Votorantim has been Center of Excellence (CoE) governance spheres. This project ESG-related objectives: a signatory since 2011. This Reservas Votorantim identified, for example, that the Altre first publication of Votorantim’s Portfolio Companies Annual Report dates back to Influence Monitor Report Votorantim Cimentos 1923; since then, the company Banco BV has maintained its commitment Votorantim Energia to transparency, evolving the Influence portfolio Follow the Communicate Nexa Resources level of information disclosed companies to adopt integration of transparently and Citrosuco and adapting to the best market environmental, social ESG criteria in consistently about ESG CBA practices, such as assurance or and governance best decisions regarding initiatives undertaken Acerbrag and Acerías Paz del Río use of a global methodology for practices, contributing new investments and by Votorantim and the to the long-term in the evaluation of the portfolio companies. About this Report standardizing ESG indicators. The year 2020 marks the tenth sustainability of their portfolio companies, GRI Disclosures publication of the Annual businesses. while also Consolidated Financial Statements Report in accordance with the monitoring ESG Assurance Report standards of the Global Reporting and reputation Credits and Corporate Information Initiative (GRI). risks from the Votorantim During the year, Votorantim also perspective. advanced its initiatives on ESG
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A Message From voluntary commitment extends to To this end, Votorantim developed the Board of Directors Participants of the Global Compact the portfolio companies. In 2020, a methodology to identify and A Message From banco BV and Votorantim Energia prioritize these contributions, in the Executive Board • Votorantim Cimentos also became direct signatories, order to determine which of them 2020 Highlights • Banco BV joining Votorantim Cimentos, Nexa met basic criteria to be considered Portfolio Overview • Votorantim Energia and CBA. for this publication. In addition, The Investment Holding Company • Nexa the company conducted a market Strategy and Management • CBA During the year, Votorantim also study, including an assessment People became a member of CDP, the of the reporting practices of the Governance, Compliance and Risks largest environmental database portfolio companies, to determine Respondents to CDP’s public climate in the world. The purpose of how these contributions would be Economic and Financial Performance questionnaire in 2020 Social Investment joining the organization was disclosed. Initiatives to Combat COVID-19 to develop a pilot project with • Votorantim Cimentos Votorantim Cimentos and The methodology included Center of Excellence (CoE) • Nexa CBA for the analysis of their extensive work to verify each Reservas Votorantim • CBA environmental information target, to identify, according to Altre and how to integrate it to the Votorantim’s materiality, which of Portfolio Companies investment analysis process in a them: Votorantim Cimentos Publication of annual reports structured manner. • Relates to priority topics Banco BV for Votorantim, both those Votorantim Energia • Votorantim • Nexa With regard to reporting on common to all companies and Nexa Resources Cimentos • Citrosuco ESG issues, one advance is the those specific to each of them; Citrosuco • Banco BV • CBA inclusion, starting with this annual and CBA • Votorantim Energia • Acerías Paz del Río report, of Votorantim’s main • Are achievable through Acerbrag and Acerías Paz del Río contributions to the Sustainable initiatives by Votorantim or the About this Report Development Goals (SDGs). A portfolio companies. Green financing United Nations (UN) initiative GRI Disclosures launched in 2015, the 17 SDGs In the first phase, the goals were Consolidated Financial Statements • Votorantim Cimentos are divided into 169 goals and scored against the achievement of Assurance Report (revolving credit facility) 248 indicators that combine the each of these criteria through the Credits and Corporate Information • Banco BV (green bonds) three dimensions of sustainable classification method explained • CBA (export credit notes) development: economic, social above. After the first stage, a and environmental. qualitative review was performed to test the results and indicate
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A Message From potential adjustments between the Board of Directors the practices and targets that World Benchmarking Alliance A Message From received the highest score. The the Executive Board inclusion of SDG 5 (Gender Votorantim was named one of the 2,000 Votorantim Cimentos and Citrosuco, 2020 Highlights Equality) occured at this phase. most influential companies in the world for in four strategic transformations that Portfolio Overview Despite not being included in its best practices in a ranking promoted by are related to the UN Sustainable The Investment Holding Company the current materiality matrix, the World Benchmarking Alliance (WBA), Development Goals (SDGs): Strategy and Management gender equality is an issue of an organization leading the movement • Decarbonization and energy; People increasing importance within to expand the impact of the private • Circular economy; Governance, Compliance and Risks Votorantim, supported by sector toward a sustainable future. The • Social; and Economic and Financial Performance structured initiatives, employee holding company was mentioned, through • Food and agriculture. Social Investment engagement and discussions with Initiatives to Combat COVID-19 the portfolio companies through the governance chain. Materiality 102-15 | 102-21 | 102-46 local and international investors; Center of Excellence (CoE) and (iii) Integration of data and Reservas Votorantim The result of this process was Published in 2018, Votorantim’s information collected in the two Altre the prioritization of 13 SDGs, materiality matrix identifies previous stages. 102-40 | 102-42 | 102-43 Portfolio Companies including a total of 37 goals, the most relevant topics to Votorantim Cimentos which are detailed in the be reported, according to the Given the diversity of Votorantim’s Banco BV infographic that illustrates the interests of its stakeholders. portfolio, the topics identified Votorantim Energia holding company’s view of its The process to determine its through this process were Nexa Resources contributions to each SDG. content included three stages: (i) categorized into two dimensions: Citrosuco Analysis of internal documents CBA of Votorantim and the portfolio • Material both to the holding Acerbrag and Acerías Paz del Río companies; (ii) Interviews with company and its portfolio About this Report company executives, sustainability companies; and and corporate governance GRI Disclosures employees of the portfolio • Material specifically to the Consolidated Financial Statements companies, specialists in finance portfolio companies. Assurance Report and sustainability, academics and Credits and Corporate Information
Page 17 of 187 2020 Annual Report
A Message From Materiality and SDGs at Votorantim the Board of Directors
A Message From Material for Votorantim and the portfolio companies 102-47 the Executive Board 2020 Highlights Portfolio Overview STRATEGY AND RESULTS GOVERNANCE ENVIRONMENT SOCIAL ISSUES The Investment Holding Company Strategy and Management Best People Long-term Capital Financial Ethics and practices in Corporate Climate Water Health and Community vision allocation performance Compliance corporate risk change resources safety relations Governance, Compliance and Risks governance management Economic and Financial Performance
Social Investment DECENT WORK AND PEACE, JUSTICE CLEAN WATER DECENT WORK AND INDUSTRY, INNOVATION GOOD HEALTH QUALITY DECENT WORK AND 8 ECONOMIC GROWTH 16 AND STRONG 6 AND SANITATION 8 ECONOMIC GROWTH 9 AND INFRASTRUCTURE 3 AND WELL-BEING 4 EDUCATION 8 ECONOMIC GROWTH Initiatives to Combat COVID-19 INSTITUTIONS Center of Excellence (CoE)
RESPONSIBLE CLIMATE SUSTAINABLE CITIES PEACE, JUSTICE Reservas Votorantim AND STRONG 12 CONSUMPTION 13 ACTION 11 AND COMMUNITIES 16 INSTITUTIONS & PRODUCTION Altre Portfolio Companies Specific topics of the portfolio companies 102-47 Votorantim Cimentos Banco BV Votorantim Energia Nexa Resources Citrosuco Energy Innovation and New Tailing Land use and Energy use and Energy Biodiversity and CBA use client relations investments dams pesticides tailing dams use deforestation Acerbrag and Acerías Paz del Río About this Report AFFORDABLE AND DECENT WORK AND DECENT WORK AND AFFORDABLE AND SUSTAINABLE CITIES RESPONSIBLE ZERO DECENT WORK AND AFFORDABLE AND DECENT WORK AND AFFORDABLE AND DECENT WORK AND LIFE 7 CLEAN ENERGY 8 ECONOMIC GROWTH 8 ECONOMIC GROWTH 7 CLEAN ENERGY 11 AND COMMUNITIES 12 CONSUMPTION 2 HUNGER 8 ECONOMIC GROWTH 7 CLEAN ENERGY 8 ECONOMIC GROWTH 7 CLEAN ENERGY 8 ECONOMIC GROWTH 17 ON LAND GRI Disclosures & PRODUCTION Consolidated Financial Statements
INDUSTRY, INNOVATION RESPONSIBLE INDUSTRY, INNOVATION SUSTAINABLE CITIES INDUSTRY, INNOVATION RESPONSIBLE Assurance Report 9 AND INFRASTRUCTURE 12 CONSUMPTION 9 AND INFRASTRUCTURE 11 AND COMMUNITIES 9 AND INFRASTRUCTURE 12 CONSUMPTION & PRODUCTION & PRODUCTION Credits and Corporate Information
CLIMATE RESPONSIBLE CLIMATE CLIMATE 13 ACTION 12 CONSUMPTION 13 ACTION 13 ACTION & PRODUCTION
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A Message From Some highlights of the ESG evolution at Votorantim the Board of Directors 1919 1923 1950 1953 A Message From Guarantee of employee rights, including Life insurance for all plants employees, Publication of the first Annual Report, Inauguration of the Santa Lucinda Start of activities to preserve the the Executive Board right to strike, equal pay for men and which would only become mandatory which has become increasingly more General and Maternity Hospital, and surroundings of the Juquiá River, where women and abolition of child labor under with the promulgation of the 1937 transparent with regard to ESG issues of the first Medical School located in Legado das Águas is currently located. 2020 Highlights 14 years in plants, policies that would Constitution. over the following decades. Sorocaba, in São Paulo state. only become mandatory in Brazil after the Portfolio Overview Consolidation of Labor Laws, in 1943. The Investment Holding Company Strategy and Management People 1964 1969 1980 1998 2001 Governance, Compliance and Risks At CBA, the illiteracy rate among Creation of Hejoassu, the holding At Votorantim Cimentos, use of babassu In celebration of its 80th anniversary, Creation of Votorantim’s Board of employees was close to zero, as a result company that represents the interests of coconut shells as a substitute for fossil Votorantim reaffirms its purpose: The Directors. Economic and Financial Performance of the company’s concern with the the shareholder family. fuels. project for a vigorous, strong and, above Social Investment education of its workers, translated into all, humane Brazil. the offer of literacy, typing and language Initiatives to Combat COVID-19 courses, among others. Center of Excellence (CoE)
Reservas Votorantim 2002 2009 2010 2011
Altre Creation of the Votorantim Institute. Launch of Votorantim’s Signatory to the Open Letter to Brazil on Climate Creation of the Sustainability area at Identification of Critical Sustainability Sustainability Principles. Change, through which, together with other Votorantim, linked to Strategic Planning. Issues and publication of the first Annual Portfolio Companies companies, Votorantim committed to a series of In 2016, the area was phased out of the Report following the GRI guidelines. Votorantim Cimentos actions aimed at reducing greenhouse gases and holding company and established in the demanded improvements from those responsible portfolio companies. Banco BV for public policies in Brazil and international organizations. Votorantim Energia Nexa Resources Citrosuco 2012 2014 2018 CBA Creation of Legado das Águas. Appointment of a non-family executive Review of the materiality matrix and Expansion of the Partnership for the Publication of the first edition of the as chairman of the Board of Directors restructuring of the Annual Report to Enhancement of Education (Parceria pela Guia do Voto (Voting Guide),, focused on Acerbrag and Acerías Paz del Río of Votorantim and improvement of the reinforce Votorantim’s position as an Valorização da Educação, PVE) to more promoting conscious voting. corporate governance model. investment holding company. than 100 municipalities in celebration of About this Report Votorantim’s centenary. GRI Disclosures Consolidated Financial Statements Assurance Report 2019 2020 Participation of the portfolio Launch of the Citizenship Program. Increased focus on ESG issues within Votorantim becomes a signatory of CDP Credits and Corporate Information companies in the Global the Executive Board and the Board of in the investor category and designs a Compact and inclusion of the Directors. pilot project for the analysis of climate ESG agenda in CFO forums, information within its portfolio. with representatives from Votorantim and the portfolio companies.
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A Message From the Board of Directors People 103-1 | 103-2 | 103-3 A Message From the Executive Board 2020 Highlights Portfolio Overview The Investment Holding Company Strategy and Management Supported by three pillars—(i) taken into account, without access
People Attractiveness, Engagement and to personal information, such as Visit Governance, Compliance and Risks Communication; (ii) People and gender and ethnicity. The summer Votorantim’s Organization Development; and internship program, Votorantim Economic and Financial Performance website Social Investment (iii) Compensation and Benefits— Experience, included two young Initiatives to Combat COVID-19 the Human and Organizational professionals who developed Development (HR) area worked, projects in the areas of Corporate Center of Excellence (CoE) in this atypical year, to accelerate Development and Real Estate Reservas Votorantim the integration of human Investments. Altre resources issues, and started to Portfolio Companies report directly to the CEO. Initiatives such as workshops Votorantim Cimentos with Financial Market Leagues Banco BV Attractiveness, Engagement from universities, training for Votorantim Energia and Communication engineering students with Nexa Resources the involvement of portfolio Citrosuco Due to the requirements imposed companies and events including CBA by the pandemic, some initiatives different student organizations Acerbrag and Acerías Paz del Río had to be adapted to new formats. continued to take place during the About this Report year, although virtually. This was the case with all phases GRI Disclosures of the Internship Program, the The process of onboarding new Consolidated Financial Statements main entry level to the company, employees also had to be adapted Assurance Report which were changed to a virtual to the pandemic scenario. Credits and Corporate Information format. As in 2019, the 11 participants were identified The Ambassadors Program, which through blind selection—that is, encourages employees to only professional attributes were
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A Message From represent the company externally, of anti-racism: tips and attitudes” health within Semana+ Vida the Board of Directors remained active online, with as an instrument to increase (Health Week) and a debate A Message From Download the participation in 22 market events, awareness of this issue. Another on employability during social the Executive Board booklet “The such as college fairs and student topic addressed in a discussion isolation—were extended to the 2020 Highlights importance of anti-racism: mentoring initiatives. Three with men on World Women’s general public. Portfolio Overview tips and Votorantim Meeting (Encontro Equality Day was masculinity attitudes” The Investment Holding Company Votorantim) events, a forum and its aspects, by the editor Initiatives to fight COVID-19 Strategy and Management where the company’s leadership of the website Papo de Homem, (learn more on page 39), People discusses business guidelines Guilherme Valadares. Also, in carried out jointly with the Governance, Compliance and Risks with the employees, were hosted March, on International Women’s Votorantim Institute and the Economic and Financial Performance during the year—one in person Day, female assertiveness was portfolio companies, were the Social Investment and two virtual. One of them discussed during a breakfast constant focus of communication Initiatives to Combat COVID-19 featured the presentation of that included the participation efforts, especially to provide the revised Votorantim values of 34 employees—all of whom accountability to employees Center of Excellence (CoE) (V3) and the other included received a copy of the book and external audiences on Reservas Votorantim discussions on topics such as the “We should all be feminists”, by the financial and operational Altre transformation of the portfolio, Nigerian writer Chimamanda resources directed to these Portfolio Companies businesses, citizenship, culture Ngozi Adichie. activities. The transparency Votorantim Cimentos and diversity, where one of the website created for this purpose Banco BV highlights was a presentation Votocast, the podcast platform was updated periodically with Votorantim Energia on unconscious biases made by launched in 2019 and made details of the initiatives. At the Nexa Resources neuroscientist Carla Tieppo. available to the general public, end of the year, Votorantim Citrosuco addressed current issues from posted an ad and video on its CBA The knowledge creation meetings the perspective of internal social media sites to fulfill its Acerbrag and Acerías Paz del Río that took place virtually during experiences, including health accountability to society. About this Report the year included a presentation initiatives, fighting machismo, on structural racism by embracing the LGBTQIA+ During the year, Votorantim GRI Disclosures philosopher and writer Djamila population, risk analysis, and further established its presence Consolidated Financial Statements Ribeiro, in response to an internal urban development, among in social media, reinforcing Assurance Report survey that identified the need to others. In addition, to share direct communications and Credits and Corporate Information prioritize ethnicity in initiatives to knowledge with society at a interactions with its stakeholders, promote diversity. In parallel, the time when people most needed with a 12% increase in LinkedIn company distributed internally a it, internal initiatives—such connections (finance professionals booklet entitled “The importance as discussions on mental are the second largest group of
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A Message From Votorantim’s followers), 25% • Base their actions on strong The activities of the Votorantim the Board of Directors more Instagram followers, almost moral principles and are Academy, divided into four A Message From 60,000 views on videos posted dedicated to building a positive channels, were deployed across all the Executive Board on YouTube and more than 5,000 reputation; portfolio companies: 2020 Highlights listeners of the 11 episodes of • Focus on achievements and Portfolio Overview Votocast, through Spotify, YouTube high-quality criteria; and Courses and programs – 13 classes, The Investment Holding Company and other podcast platforms. • Are dedicated, look for totaling 334 participants, took part Strategy and Management continuous ways to enhance in the “Provocation, inspiration People People and Organization their knowledge and skills, plan and transformation” and “Personal Governance, Compliance and Risks Development for the future, and collaborate journey” modules, which were Economic and Financial Performance with their stakeholders. adapted to a virtual format. This Social Investment In 2020, within the scope of the channel also included the Potenciar Initiatives to Combat COVID-19 already established Votorantim Unlike previous surveys, the Program, which provides training Development System (Sistema recent culture survey included to accelerate talent development Center of Excellence (CoE) de Desenvolvimento Votorantim, individual feedback: Each within the holding company and Reservas Votorantim SDV), individual development participant had the opportunity portfolio companies. Completely Altre activities—including coaching, to reflect on the importance remodeled to adapt to a virtual Portfolio Companies counseling, creation of Individual of individual transformation format, the program enabled the Votorantim Cimentos Development Plans (IDPs) and based on his/her values and participation of 75 employees from Banco BV discussions—continued virtually, how it impacts the evolution of seven companies in two meetings, Votorantim Energia involving 95 employees in 304 organizational culture. Based which registered satisfaction Nexa Resources hours of service. on that, Votorantim created rates of 89% (August) and 87% Citrosuco internal events called Bate-Papo (October). The new virtual format CBA With regard to organizational Virtual (Virtual Chat) to promote was enhanced by new resources Acerbrag and Acerías Paz del Río and relationship development, greater integration between the that were sent to all participants, About this Report employees of the holding areas and the employees of the including a snack package and company responded to an holding company. Nine virtual GRI Disclosures photo stickers of the participants engagement and culture survey, meetings were held during the to be placed in the spaces marked Consolidated Financial Statements with 97.5% participation. year, including discussions in two with their names, companies where Assurance Report Based on the Barrett Values areas: Businesses and Culture. they work and contact information, Credits and Corporate Information Centre methodology, the survey Among the topics discussed were as a way to foster connections. concluded that employees exhibit the development of real estate The traditional happy hour at the the following characteristics as investments, ESG and long-term conclusion of the program was also part of the current culture: investment approaches. held virtually.
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A Message From Vototalks – The activities of recruitment and development of The holding company also strived the Board of Directors the Citizenship Program were people. not to harm its supply chain A Message From reinforced on the online platform and maintained all its contracts, the Executive Board for content dissemination (learn Compensation and Benefits including paying for the supply 2020 Highlights more on page 36) through a of fresh fruit for employees, Portfolio Overview discussion on “The neuroscience In the face of the pandemic, although that service was not The Investment Holding Company of citizenship”. Votorantim made a commitment to offered during the time when Strategy and Management mitigate impacts that could further the office was closed, and People Webinars – Created in 2020 affect the lives of its employees and massages for employees, which Governance, Compliance and Risks to discuss various subjects and suppliers. In addition to continuing were replaced by virtual yoga Economic and Financial Performance connect employees during the to follow all practices related classes. Telemedicine services also Social Investment pandemic, the ten webinars held to compensation and benefits, remained active 24 hours a day to Initiatives to Combat COVID-19 during the year brought together including market research to identify answer questions or address the more than 3,000 people to trends in wage policies, Votorantim needs of employees. Center of Excellence (CoE) discuss themes that included: expanded its range of initiatives Reservas Votorantim “Discover your strengths”, as a result of the pandemic. With Semana+ Vida (Health Week), Altre “Emotional intelligence”, the adoption of remote working held annually, was adapted and Portfolio Companies “Experiencing mindfulness and in March, the holding company divided into two phases. The Votorantim Cimentos self-awareness”, “Non-violent made chairs and office equipment first phase included bringing flu Banco BV communication” and “Networking available to its employees, offered vaccination forward to March. Votorantim Energia with different stakeholders in the option to exchange restaurant The vaccinations were extended Nexa Resources times of crisis”. vouchers for food vouchers and to employee’s dependents and Citrosuco provided online consultations were made available via a drive- CBA Career Festival – As an activity with psychologists. In June, the thru system, following strict Acerbrag and Acerías Paz del Río of Votorantim Institute’s Desafio company organized a process for safety protocols. The second About this Report Voluntário (Volunteer Challenge), gradual and optional return to the phase addressed quality of life the Academy supported the offices, following official health awareness and was completely GRI Disclosures promotion of career information protocols that included wearing a virtual. It focused on mental Consolidated Financial Statements to internal and external audiences, mask, periodic testing and social health and included live virtual Assurance Report through 16 live virtual events distancing. At the end of the year, events with psychologists, Credits and Corporate Information open to the general public. More approximately 50% of employees psychiatrists and even yachtsman than 2,200 people participated had returned to the office following Beto Pandiani, who shared his in these discussions on a variety a flexible and hybrid schedule in experience with living in isolation. of topics related to the selection, terms of workdays and hours. The program also included
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A Message From meditation, nutrition and cooking from the Center of Excellence the Board of Directors sessions, with professionals in (CoE) promoted Hora do Conto Benefits 402-1 A Message From each of these areas providing tips (Story Time), virtual meetings the Executive Board to improve home and family life with presentations for children, as • Health and dental plans 2020 Highlights during the pandemic. another point of connection with • Life insurance Portfolio Overview families during the pandemic. Other activities traditionally • Private pension through Fundação Senador The Investment Holding Company José Ermírio de Moraes (FUNSEJEM) Strategy and Management carried out to celebrate important Another accomplishment in People dates were adapted to ensure the year was the launch of the • Christmas food voucher continuity. Examples included new HR portal, which became Governance, Compliance and Risks • Medical care Economic and Financial Performance the delivery of Easter eggs to more interactive and provided Social Investment the homes of employees and more autonomy to employees • Telemedicine Initiatives to Combat COVID-19 a video, delivered along with a by integrating self-service, • Executive health check-up personalized book to the children simplifying promotion processes Center of Excellence (CoE) of employees in celebration of and scheduling of vacations, for • Pregnancy program Reservas Votorantim Children’s Day, showing their example. • Lactation room Altre parents’ workplace. Throughout • Flu vaccine Portfolio Companies the year, a team of employees Votorantim Cimentos • Fruits Banco BV • Massage Votorantim Energia Nexa Resources • Gym allowance Citrosuco • Agreements with Serviço Social CBA do Comércio (SESC) units Acerbrag and Acerías Paz del Río About this Report GRI Disclosures Consolidated Financial Statements Assurance Report Credits and Corporate Information
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A Message From the Board of Directors Governance, Compliance and Risks 103-1 | 103-2 | 103-3 A Message From the Executive Board 2020 Highlights Portfolio Overview The Investment Holding Company Strategy and Management Governance Structure 102-18 | each company has also adopted People 102-19 | 102-20 | 102-24 | 102-26 | 102-27 | its own robust governance model CPP Investments Governance, Compliance and Risks 102-29 | 102-31 that includes its own Board of Economic and Financial Performance Directors, advisory committees The Canadian fund authored an Social Investment Votorantim’s governance is and Executive Boards, which are article on family businesses in Initiatives to Combat COVID-19 anchored on three complementary responsible for deliberating on which it recognized Votorantim axes: strategies, management and for its strength, appetite for Center of Excellence (CoE) investments. smart risk-taking and sound Reservas Votorantim • Ownership, represented by corporate governance. The article Altre the Board of Hejoassu, the The members of the Boards of highlighted the company’s long- Portfolio Companies holding company that owns the Directors of Votorantim and of term perspective, considering Votorantim Cimentos conglomerate; Hejoassu and of the Family Board the fact that it has existed for six Banco BV serve three-year terms. The last generations and has plans for many Votorantim Energia • Family, represented by the two bodies operate independently more to come. Nexa Resources Family Board; and from Votorantim, and integration Citrosuco between them is ensured by a Read the article here CBA • Businesses, led by two formal schedule of meetings. Acerbrag and Acerías Paz del Río complementary bodies: the Board In the portfolio companies, the About this Report of Directors and the Executive Boards of Directors are composed Board of Votorantim and its of shareholders, employees GRI Disclosures portfolio companies. of the holding company and Consolidated Financial Statements external independent members. Assurance Report Votorantim is constantly Votorantim also performs periodic Credits and Corporate Information improving and evolving its assessments of boards and corporate governance practices. committees, which ontribute to Although not all portfolio the evolution of its governance. companies are listed, since 2014
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A Message From Corporate and Business Structure the Board of Directors A Message From Hejoassu the Executive Board 2020 Highlights Portfolio Overview The Investment Holding Company Strategy and Management People Governance, Compliance and Risks Economic and Financial Performance Social Investment Initiatives to Combat COVID-19 Center of Excellence (CoE) Administrative Structure Reservas Votorantim Altre Hejoassu Board Portfolio Companies Votorantim Cimentos Family Board Banco BV Votorantim Energia Nexa Resources Citrosuco Votorantim Board of Directors Reservas CBA Acerbrag and Acerías Paz del Río Institute Executive Board Votorantim About this Report GRI Disclosures CEO Consolidated Financial Statements Assurance Report Corporate Chief Center of CFO and Investor Chief Legal Credits and Corporate Information Development Investment Excellence and Relations Officer Officer Officer Officer Compliance Officer
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A Message From Board of Hejoassu Votorantim’s culture and DNA, purpose is to promote family unity the Board of Directors ensuring the preservation of and the development of family A Message From It is composed of 12 shareholders, the family’s vision. In its sixth members, and to act as a link in the Executive Board with three representatives generation, the family is made up the communication between the 2020 Highlights from each of the four family of 164 people, of whom 41 are family and businesses. Portfolio Overview holding companies. It works shareholders. The Investment Holding Company independently and is responsible To this end, it develops initiatives Strategy and Management for recommending to Votorantim Family Board supported by a model that People its financial aspiration, macro considers the categories of Governance, Compliance and Risks vision and risk appetite, and for Its current composition includes Shareholders, the Family, Careers Economic and Financial Performance appointing members of the Board seven members, five from the and Social Engagement. In Social Investment of Directors of Votorantim. The fifth generation and two from 2020, the focus was on Social Initiatives to Combat COVID-19 Board is also the guardian of the fourth generation, whose Engagement, which, due to the Center of Excellence (CoE) Reservas Votorantim Family Values Altre Portfolio Companies Integrity Generosity Courage Votorantim Cimentos Being ethical and acting Being generous with Persevering, always Banco BV with integrity, honoring yourself, the family and being open to learn and Votorantim Energia our history and creating society evolve, and believing that Nexa Resources the future with respect everything is possible Citrosuco CBA Acerbrag and Acerías Paz del Río About this Report GRI Disclosures Unity Impact Passion Consolidated Financial Statements Honoring the history Working with dedication Having freedom and motivation to find and Assurance Report that unites us, valuing and achievement-focused our collective Power and energy, driven by the pursue your passions Credits and Corporate Information owning the creation of our power to innovate and Legacy transform
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A Message From pandemic, expanded its reach initiatives, such as Telethon, a TV preparing the strategic plan and the Board of Directors by pursuing the best strategies, marathon to raise awareness and determining the actions needed A Message From which included the Hejoassu mobilize public support for people to put it into practice, deliberating the Executive Board Board and alignment with with physical disabilities. on capital allocation, appointing 2020 Highlights the holding company and the the members of the Executive Portfolio Overview Votorantim Institute in the fight The challenge of social distancing Board and the Boards of Directors The Investment Holding Company against COVID-19, leveraging was faced with creativity and of the portfolio companies and Strategy and Management the activities with synergy. One innovation. Plant tours, which monitoring their performance. of the joint activities with the include family members of the People Board of Directors 102-22 | 102-23 Governance, Compliance and Risks Votorantim Institute was raising fifth and sixth generations Eduardo Vassimon Economic and Financial Performance funds—part of which was donated between 10 and 12 years of age, Chairman Social Investment by banco BV—that were converted were held virtually. Throughout Initiatives to Combat COVID-19 into food vouchers that were the year, other initiatives were José Roberto Ermírio de Moraes distributed to the Vila Leopoldina also adapted to meet the social Deputy Chairman Center of Excellence (CoE) and Heliópolis communities in São distancing requirement and took Cláudio Ermírio de Moraes Reservas Votorantim Paulo. Approximately 100 family place in the form of live virtual Board Member Altre members from four generations events and podcasts, with invited Luís Ermírio de Moraes Portfolio Companies were directly involved in the specialists presenting content that Board Member Votorantim Cimentos initiative. was relevant for that moment. Marcelo Medeiros Banco BV Independent Board Member Votorantim Energia In 2020, the Board’s structure Board of Directors Nexa Resources was also strengthened through Marcos Lutz Citrosuco the work of its Social Committee, In 2020, the Board of Directors Independent Board Member CBA which deals with issues relating was strengthened with the Oscar Bernardes Acerbrag and Acerías Paz del Río to entities historically supported arrival of Marcos Lutz and Independent Board Member About this Report by the family: Associação de maintained its composition of Assistência à Criança Deficiente seven members—one chairman, GRI Disclosures Executive Board (AACD), BP – A Beneficência one deputy chairman, two board Consolidated Financial Statements Portuguesa de São Paulo and members and three independent This includes the CEO and five Assurance Report A.C. Camargo Cancer Center. board members. The chairman officers, whose responsibility is to Credits and Corporate Information The Committee raised funds and independent board members conduct the company’s operations that supported telemedicine are not part of the shareholder in accordance with the strategic projects at the three institutions, family. The responsibilities of guidelines outlined by the Board in addition to enabling other the Board of Directors include of Directors.
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A Message From Executive Board 102-22 | 102-23 strategy and ensuring smooth guided by the concept of the Board of Directors processes and the proper Compliance 4.0. One example João H. Schmidt A Message From CEO allocation of resources, in addition is the Government Interaction Ethics Line: the Executive Board to preventing the expectation of Records (Registros de Interação Glaisy Domingues 0800 89 11 729 2020 Highlights Chief Planning Officer reciprocity from the benefited com Agentes Governamentais, Portfolio Overview municipalities. RIGs), a system that was migrated Luiz Caruso to an external platform managed The Investment Holding Company Center of Excellence and Together with the Votorantim by specialists. It concentrates all Visit Ethics Strategy and Management Compliance Officer Line website People Institute and BP – A Beneficência information in this area, including Marcio Yamachira Governance, Compliance and Risks Portuguesa de São Paulo, more Compliance Declarations and Corporate Development Officer Economic and Financial Performance than 170 due diligence processes training on the Code of Conduct, Social Investment Mateus Gomes Ferreira were carried out to identify, as well as the analysis of risk Initiatives to Combat COVID-19 Chief Investment Officer through a series of indicators, maturity and compliance of the level of integrity of the Votorantim Cimentos, Votorantim Center of Excellence (CoE) Sergio Malacrida CFO and Investor Relations municipalities considered for Energia, Nexa, Citrosuco and CBA. Reservas Votorantim Officer donations; internal documents Altre were also created to formalize Focused on the organization and Portfolio Companies the processes and provide optimization of processes, the Votorantim Cimentos Compliance 102-17 | 102-25 accountability. One of the Legal Suppliers Management Banco BV measures adopted was the (LSM) project advanced during Votorantim Energia In 2020, the Compliance area staggering of donations in a way the year. Its goal is to standardize, Nexa Resources participated in the effort to fight that future installments were streamline and decentralize the Citrosuco the pandemic. A working group only released once the previous contracts made within the scope CBA was created to direct the donations installment had been accounted of the Legal department. Part of Acerbrag and Acerías Paz del Río approved by the COVID-19 for. Another differentiated this process was transferred to About this Report Committee, which was made up approach had to do with the the Center of Excellence (CoE) and of representatives of Votorantim, delivery of the donations, which GRI Disclosures another part involved the review the portfolio companies, the was made by the company itself, of contracts and minutes, and Consolidated Financial Statements Votorantim Institute, BP – A leveraging Votorantim Cimentos’ adjustments to the payment and Assurance Report Beneficência Portuguesa de extensive logistics network. registration flows. Credits and Corporate Information São Paulo, and the shareholder family. The responsibilities of this At the same time, steps were As a result of the pandemic, committee included evaluating taken during the year to improve the third Compliance Week was and deliberating on the donation the compliance and risk structure, held virtually, which did not
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A Message From Cimentos) and Cloves de Carvalho The pandemic prompted the the Board of Directors Compliance resources 102-17 (director of the Votorantim mapping of a series of risks A Message From Institute). 205-2 encountered in previous global • Compliance Program the Executive Board crises, which were added to those • Anti-Corruption and Antitrust Program 2020 Highlights Risk Management 102-9 | 102-10 | already identified and applicable Portfolio Overview • Code of Conduct 102-11 | 102-30 to the current context, such as • Trade Compliance The Investment Holding Company compromise of reputation and Strategy and Management • Donation and sponsorship processes Votorantim quantifies its risk misappropriation of funds and People • Third party due diligence and M&A processes appetite annually, considering material, as well as misuse of Governance, Compliance and Risks • Compliance Declarations its role as an investment holding resources by the government. The company. The portfolio companies, holding company exercised care Economic and Financial Performance • Conflict of interest assessment in turn, are responsible for when dealing with all assistance Social Investment • Ethics Line Initiatives to Combat COVID-19 identifying, measuring and programs, using its probability • Compliance clauses (anti-corruption) in all addressing strategic, reputational, and impact assessment to guide Center of Excellence (CoE) standard contracts social, environmental, regulatory mitigation initiatives. Reservas Votorantim • Internal audit performed by a third party and financial risks, and Altre • Audit Committee in the portfolio companies determining their risk appetite by Through participation in the Portfolio Companies taking into account risk probability governance bodies of the portfolio Votorantim Cimentos and impact. companies, Votorantim influences Banco BV compromise the discussions and monitors the appropriateness Votorantim Energia on issues involving ethics and The assessment of risk appetite of their risk appetite level, Nexa Resources integrity in internal and external considers qualitative aspects— considering variables such as Citrosuco relations. Executives from that is, the definition of risk the markets where they operate, CBA Votorantim and the portfolio categories and willingness to incur positioning and expectations. Acerbrag and Acerías Paz del Río companies and the Chairman of a certain risk in relation to the About this Report the Board of Directors, Eduardo predicted return or impact—and Vassimon, participated in the quantitative aspects—considering GRI Disclosures panels. Also a discussion on the maximum risk that Votorantim Consolidated Financial Statements donations and relationships is willing to take within the Assurance Report with public officials were held scope of its global capacity. Credits and Corporate Information by political scientist Humberto This assessment results in a Dantas, Adjarbas Guerra classification of tolerance levels, (director of Governance, Risks which trigger the appropriate and Compliance of Votorantim governance tiers.
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A Message From the Board of Directors Economic and Financial Performance 103-1 | 103-2 | 103-3 A Message From the Executive Board 2020 Highlights Portfolio Overview The Investment Holding Company Investor Relations The high degree of transparency Strategy and Management that marks Votorantim’s People Visit the Governance, Compliance and Risks Investor Despite the impacts of the relationships with investors, Economic and Financial Performance Relations pandemic on the global economy, analysts and creditors—in line Social Investment website Votorantim was able to maintain with listed companies—was Initiatives to Combat COVID-19 its investment grade rating by two demonstrated in a series of credit risk agencies, Standard & earnings conference calls, which Center of Excellence (CoE) Poor’s and Fitch Ratings, joining a were held in place of in-person Reservas Votorantim select group of companies. Also, events (Votorantim Days in Altre Moody’s changed Votorantim’s São Paulo and New York, which Portfolio Companies outlook to stable from negative were canceled in compliance Votorantim Cimentos due to the company’s operating with the requirement to social Banco BV performance, which was stronger distancing). The Investor Relations Votorantim Energia than had been expected at the website, published in Portuguese Nexa Resources start of the COVID-19 crisis. and English, continued to be Citrosuco available; it contains, among CBA The impact of the pandemic other information, the company’s Acerbrag and Acerías Paz del Río on the company’s results was a operational and financial results About this Report recurring subject of inquiries from and communications to the investors throughout the year. market. GRI Disclosures Initiatives to combat COVID-19, Consolidated Financial Statements both internal and external to Assurance Report society supported by Votorantim, Credits and Corporate Information were broadly publicized, including to the investors.
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A Message From 2020 Results 102-7 and metals businesses and by the the Board of Directors NET REVENUES devaluation of the real against (R million) By segment ( ) A Message From Despite the effects of the the US dollar, which had a positive the Executive Board 19 COVID-19 pandemic, the portfolio effect on the consolidated results 7 36,667 2020 Highlights companies maintained their of operations abroad. 9 otorant 30,907 ento Portfolio Overview operational stability, ending 1 e a 2020 with results above what Votorantim Cimentos had higher A The Investment Holding Company otorant ner a Strategy and Management was forecasted at the beginning sales volume in all regions and 2 on teel People of the pandemic. Their speed positive price dynamics, mainly 20 2020 Governance, Compliance and Risks in responding to the impacts in Brazil and North America. Economic and Financial Performance of the crisis, by implementing Nexa benefited from the positive Social Investment contingency plans and increasing effect of metal prices in BRL. Initiatives to Combat COVID-19 their liquidity levels, the strength CBA had the highest sales volume, ADJUSTED EBITDA of the companies and the thanks to the consolidation of (R million) By segment ( ) Center of Excellence (CoE) historical prudence with which the operations of Itapissuma, in Reservas Votorantim 3 Votorantim has conducted its Pernambuco state. All of these 6,917 1 7 otorant Altre businesses were some of the factors had a positive impact on 8 ento 5,139 e a Portfolio Companies factors that ensured that healthy consolidated net revenues. on teel Votorantim Cimentos financial metrics were maintained. 30 A otorant Banco BV Adjusted EBITDA totaled ner a
Votorantim Energia In the consolidated view, R$ 6.9 billion, an increase of 35% 20 2020 Nexa Resources Votorantim’s results consider compared to 2019, also reflecting Citrosuco the operations of Votorantim the better operating results. CBA Cimentos, Votorantim Energia, Acerbrag and Acerías Paz del Río Nexa, CBA, Acerbrag and Acerías Votorantim ended the year NET INCOME (R million) About this Report Paz del Río. The results of banco with a net loss of R$ 3.1 billion, BV and Citrosuco are reported compared to a net income of GRI Disclosures according to the equity method. R$ 4.9 billion in 2019. This Consolidated Financial Statements result is mainly explained by the Assurance Report Net revenues at the end of the impairments of Nexa assets to 4,925 Credits and Corporate Information year was R$ 36.7 billion, 19% the amount of R$ 2.5 billion higher than in 2019. The growth in 2020 and the impact of the 20 20 2020 was mainly driven by the better exchange rate on indebtedness. (3,065) operating results of the cement In 2019, the result was impacted
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A Message From by the positive effect of the short-term investments totaled the Board of Directors FREE CASH FLOW Fibria transaction. These effects R$ 15.4 billion, 40% of which is in (R million) A Message From were partially offset by better reals. the Executive Board 289 operating results, which were 6,917 ( 07) 2020 Highlights reflected in an increase in net Votorantim and Votorantim 1,632 (1,07 ) revenues and adjusted EBITDA. Cimentos also have two Revolving (3, 23) 1,283 4,077 Portfolio Overview (1,0 1) 3,277 The Investment Holding Company Credit Facilities (RCF), both Strategy and Management In 2020, operating cash flow available for withdrawal and
was positive at R$ 3.3 billion, as maturing in 2023, totaling a e ape People en Investments/Divestments Capital/Other FX cash effect ree a lo Adjusted EBITDA Financial result Governance, Compliance and Risks a result of improved operating US$ 700 million combined, Operating cash flow Economic and Financial Performance results, which, in turn, had an thereby strengthening Social Investment effect on working capital, mainly consolidated liquidity of Initiatives to Combat COVID-19 at CBA and Votorantim Cimentos. R$ 19.1 billion in 2020. CHANGES IN GROSS DEBT DEBT (R billion) By type ( ) Center of Excellence (CoE) Free cash flow (FCF) totaled Net debt was R$ 11.3 billion, 2 on Reservas Votorantim 4.4 25.1 9 R$ 4.1 billion, with a negative 13% higher than in December 0.9 1.3 port nan n
Altre 19.8 (1.3) an loan variation of R$ 822 million 2019. Financial leverage, 10 9 Portfolio Companies compared to 2019 (R$ 4.9 billion), measured by the net debt/ e enture 1 Votorantim Cimentos mainly explained by the effect of adjusted EBITDA ratio, was 1.63x, t er Banco BV the Fibria transaction in 2019. a drop of 0.31x in comparison 20 Votorantim Energia There was also the positive effect with the previous year and the t er ntere t pa ent ntere t pro on Nexa Resources exchange rate cash position of lowest since 2008. orro n A ort at on Citrosuco approximately 60% in foreign CBA currency. In December 2020, Votorantim Acerbrag and Acerías Paz del Río announced the early settlement NET DEBT NET DEBT DEBT (R billion) ADJUSTED EBITDA By currency ( ) About this Report Liquidity and Indebtedness of the last bond maturing in April (x times) 2021. With this transaction, there GRI Disclosures 17.1 16.2 (1) At the end of 2020, gross debt is no more outstanding debt at 3.92x 15.7 ollar 3. x Consolidated Financial Statements 2 Real (2) totaled R$ 25.1 billion, an the holding company level. 2. 9x 11.3 10.0 Assurance Report uro increase of 27% over the previous 1. 3x t er Credits and Corporate Information year. The variation is mainly due to 1.9 x the devaluation of the real against 20 20 20 20 (1) port nan n a l t e on ere a the US dollar on foreign currency ue to t e ro urren ap (2) lateral loan on ere a R ue to t e debt. Cash, cash equivalents and ro urren ap
Page 33 of 187 CHANGES IN GROSS DEBT DEBT (R billion) By type ( ) 2 on 4.4 25.1 9 0.9 1.3 port nan n
19.8 (1.3) an loan 10 9 e enture
1