GOVERNANCE STRUCTURE

Our governance structure makes it possible to create value for our business and all of our stakeholders in the long term. It supports the execution of our Strategic Plan and makes it possible to create mechanisms to mitigate risks and seek market opportunities and continuous ESG performance improvements.

The mechanisms and initiatives to reduce risks are reinforced daily, seeking increasingly ethical and transparent management and being guided by the best governance practices in the market. Among our governance practices, we highlight:

Charters
Governance Secretariat and Overboard

The Governance Secretariat autonomously and impartially provides direct support to the governance system across the board by managing the flow of information and integrating deliberative (general assembly and advisory board), executive (president and other directors), supervision (fiscal board, audit committee, audits), and advisory (committees) instances.

The fact that Dexco’s advisors participate in other companies’ boards may raise the issue of overboarding. We believe this factor is not relevant within the organization’s corporate governance, as we adhere to the highest governance standards in our procedures, with statutory advisory committees to the Board. Additionally, we ensure through the diversity of knowledge present in its technical team that Dexco’s Board members exhibit strong attendance at meetings, demonstrating that they are adequately qualified and prepared for the company’s strategic decisions.

It is also important to highlight that the advisors’ participation in forums and the monitoring of individual performances aim to ensure strategic alignment and the optimization of the holding company’s resources with its subsidiaries. These efforts are essential to ensuring long-term success and value creation for all stakeholders.

Materiality

The Company carried out its first Materiality study in 2019, when its first Integrated Report was published. The study conducted focused on communication with stakeholders, with the aim of guiding a clear and objective presentation of the value creation strategy in the short, medium, and long terms. The study was conducted using institutional documents – such as guidelines from the Business Divisions and corporate strategies – and sectoral ones, identifying central themes to be considered for prioritization. Also, in-depth interviews were conducted with strategic audiences, seeking perceptions of how we manage issues related to socio-environmental aspects and Corporate Governance. Priority topics were also presented to the Executive Board and Board of Directors, so that they could be validated, considering the maturity of our management instruments, the sectoral context in which we operate and other elements of the company’s strategic planning.

The result of this first analysis defined the following material topics: Adequate business environment; People who transform; Responsible processes and Sustainable solutions. Within each of the pillars, themes were determined according to priority levels, such as high, medium, and low.

  • High Priority: Ethics and Compliance, Health and Safety; Supply chain; Professional training and Environmental performance;
  • Medium Priority: Innovation and digitization; Cash generation and funding; Forest Management and Environmental Solutions;
  • Low Priority: Diversification of the business portfolio; Diversity; Local Development; Environmental education; Climate change and eco-efficient solutions.

In 2022, understanding it to be a good practice, Dexco revisited its materiality matrix, so that the material was more aligned with the current reality of the Company, which has undergone important changes in recent years. The Company underwent a name change (from Duratex to Dexco), approved its 2025 Sustainability Strategy, launched its second season of culture, and established its Social Responsibility Guidelines. Faced with so many structuring actions, revisiting Materiality was seen as essential for directing the Company’s actions for the coming years.

In this process, in addition to new documental and sectoral analyses, interviews, conversation circles and online consultations were carried out with stakeholders, totaling more than 700 interactions to be considered. As a result of all this effort, 7 material and priority themes were selected that cover a series of relevant sub-themes. This new matrix was approved by the Executive Board in January 2023 and based on it, the Company’s action plans for the coming years will be guided.

Below is a list of Material themes and themes considered Priorities for Dexco: