The Administrative Board and Executive Board of Directors are the main governance bodies. In their work, they support the Fiscal Board – which also works as the Audit Committee – and the Committees on Promotion, Investment and Sustainability.

VCP governance is structured in the following way:

Administrative Board – Elected by the General Assembly of Stockholders, is made up of five members, with a two year mandate and who can be reelected. The current Board, elected in April 2009, is made up of two representatives from the controlling family of the Votorantim Group and the president of the Executive Board of Directors, who is not related to the other members and is not the president of the body.
The members are not aid and are responsible for establishing the Company’s strategies, electing the executive directors and monitoring their performance and activities. The Board meetings are registered in minutes and the matters presented are filed for documentation.

Fiscal Board / Audit Committee – Made up of three members, the first being a minority stakeholder representative, the second having knowledge of Brazilian standard accounting BRGAAP), and the third a specialist in US accounting (USGAAP). It meets monthly. The mandate is for one year, with the possibility of reelection by the General Assembly, which also sets remuneration for the Board members.

Besides its legal attributions, the Board recommends the election and withdrawal of independent auditors; assesses independent auditors and the internal audit; gives its opinion on financial reports, administration policy and risk control, on divergences in interpretations between the administration and independent auditors as regards statements and financial reports and about the Company’s legal and / or regulatory obligations related to financial and accounting matters; and issues, when appropriate, opinions on complaints and allegations made against the Company, suggesting proper measures.

Executive Board of Directors - Made up of a president and eight directors, it is responsible for direct management of the business. The members are elected by the Administrative Board with a one-year mandate, which can be renewed. The Administrative Board decides the individual compensation and profit sharing for each executive, based on the evaluation of performance and achievement of targets in three dimensions of sustainability  (economic, social, and environmental).

Promotion Committee – Responsible for the promotion of information, the company’s relevant acts and facts, to assure the widespread dissemination and quality of the information made available to the market, as well as the processes and controls of the promotion. It is made up of representatives from the Investor Relations, Control, Legal, Treasury, Communications and Strategic Planning areas. The process also includes the cold review system, which is done by professionals related to the creation of reports, which refines still further this process.

Investment Committee – Every three months evaluates the Company’s project portfolio, organized into the categories of Expansion, Modernization, Maintenance (Sustaining) and Hygiene, Safety, the Environment and Social. It is made up of the Directors from Investment Management, and Assets Base, general managers and Control. Its fundamental objective is to analyze VCP’s capital allocation decisions, and so allow that the objectives and targets regarding strategic positioning, growth and a return for the portfolio are achieved.

Sustainability Committee – Its mission is to assure that sustainability is part of the business strategy and all its management processes. It is coordinated by the Forestry Director and made up of permanent Board members (President and Sustainability) and representatives from the Company’s various areas (Operations, Commercial, Environment, Human Resources and Investor Relations).

Innovation Committee – Created in 2007, it is responsible for the whole innovation program in the Company. This takes in everything from projects focused on sustainable growth of the business and product development and solutions to the application of simple ideas in daily routines that contribute to growth and gains in efficiency in operations. It is coordinated by the director of Human and Organizational Development and includes 12 business managers, as well as maintaining committees in the operational units.

Independent Audit – VCP’s relationship with independent auditors follows the principles of independence. To eliminate the risk of a conflict of interests, this policy establishes that auditors must not audit their own work, nor must they exercise management positions nor represent the client legally. External auditors are chosen by the Administrative Board, in consultation with the Fiscal Board / Audit Committee. Since 2007, Terco Grant Thornton Auditores Independentes as been the auditor of financial statements, according to the provision in CVM Instruction no. 308, which states that the Company change auditors every five years.

Investor Ombudsman – A contact channel with VCP’s Investor Relations area, whose objective is to receive complaints, suggestions, and opinions; to investigate or forward them for investigation and to check that the requests get to those in charge. Messages sent by a link on the Investor Relations internet page (www.vcp.com.br/investidores), may be anonymous of not, assuring confidentiality.

Risk Management - VCP maintains an Asset and Risk Management area dedicated to the modeling and the development of tools and processes that identify, parameterize, evaluate and propose plans for the elimination, control or even acceptance of the impact of adverse factors on the Company’s results.

A matrix identifies priority risks organized by the size and the frequency of the impact and it will be newly mapped out over 2008.

The area also performs Compliance, identifying risks in internal controls, which is fundamental to Sarbanes-Oxley certification. The process involved the definition and management of access profiles for the Company’s systems, for thee segregation of functions. To this end Virsa was implemented, a SAP tool.

This year the Project Horizonte Risk Committee was created, in charge of mapping out risks during the construction stage of the industrial unit in Três Lagoas (MS) and in the initial phase of operations. This allowed the identification, for example, the potential impact of health issues – dengue and leishmaniasis – on the progress of the project.