Consultoria Empresarial, Governança Corporativa e Compliance

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Business Advice, Corporate Governance and Compliance

Consultoria Empresarial, Governança Corporativa e Compliance

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Instituto Yiesia has the following objectives:

• To intentionally provoke companies to reflect on themselves so that they are able to reinvent themselves and exercise greater leadership as a result of having acquired the power stems from knowledge.

• To identify the best practices for the core business of each company and incorporate them into everyday practices.

Instituto Yiesia

Consultoria Empresarial, Governança Corporativa e Compliance

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• The most inspiring leadership will rely on consistent knowledge of good practices of Corporate Governance and Compliance.

• Instituto Yiesia wants to be recognized as a stimulating intermediary that draws together in-depth knowledge and that certain sparkling potential to bring about transformation.

Instituto Yiesia

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• Strong academic background Knowledge

• Ability to stimulate and gather resources around objectives Assertiveness

• Identifying and subsequently enabling the means that will translate projects into reality Initiative

Leadership requirements

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• Companies need to be surrounded by knowledge to have the appropriate wisdom when making decisions; they should be assertive in their ability to gather the resources that allow them to achieve challenging targets; and in addition they cannot do without initiative to take the next step.

• This is the only way to become a sustainable and sound leader.

Building leadership

Consultoria Empresarial, Governança Corporativa e Compliance

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Provide your company with the tools required for success

Consultoria Empresarial, Governança Corporativa e Compliance

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Reinventing in the context of transformation provided by Corporate Governance

Consultoria Empresarial, Governança Corporativa e Compliance

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Preventive risk management, transparency and accountability only foster a salutary market that offers protection to investors and therefore provides an incentive for investors to invest more and more in companies that adopt good corporate governance practices, creating that desired added value.

Ana Paula Candeloro

A Compliance program is not a tangle of repressive rules or an obstacle to business that require an expensive and complex implementation process . On the contrary, it is an extremely important tool and when a Compliance program is well developed, implemented and monitored, it reduces risks and creates internal and external reliability, two basic components needed to create value and success for any business. And all this is possible to achieve in a simple manner, at a cost that is substantially lower than the liabilities that could otherwise arise without such program. Marilza Benevides

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Active market

Healthy environment with

clear rules and reliable information

Financial stability

Sustainable growth

Positive results for companies

Mature and developed capital

markets

Compliance’s virtuous cycle

Consultoria Empresarial, Governança Corporativa e Compliance

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• Increasing management effectiveness

• Improving competition

• Gaining access to better sources of funding and alternatives

• Contributing to increase the company’s market share

• Drawing the company’s attention to the importance of understanding and monitoring risks

• Preparing companies for mergers or sales

• Preparing companies for IPOs

• Securing business longevity and protect existing assets

• Contributing to business sustainability

• Protecting the company’s image and reputation

Advice Objectives and methods

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Satisfying our clients’ needs using a customized approach based on integrated and expert services, seeking to secure consistent and appropriate practices and not merely formal programs: • comprehensive diagnosis of the

company’s management system;

• identification of gaps (where the company needs to grow to achieve its desired level of excellence);

• specification of a timetable for implementation of improvement actions;

• establishment of a monitoring system to ensure continuity for implemented practices and creation of added value.

Advice A holistic approach to processes

Consultoria Empresarial, Governança Corporativa e Compliance

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Advice Proposed course of action

• diagnosis of required improvements in policies and procedures;

• assessment and establishment of Corporate Governance principles (transparency, equitability, corporate accountability);

• mapping the risks inherent in the business, possible risks and recommendations on how to monitor them, including risk detection and prevention practices;

• implementing the areas of Corporate Governance and Compliance, an Advisory Board or other supporting boards/committees;

• legal advice in relation to misconducts that could be detrimental to the reputation of the company; advice on how to implement an incentive program for adherence to good practices;

• support in investigations resulting from internal reporting and notices from regulators;

• due diligence on Compliance issues in connection with IPOs, restructurings or turn arounds.

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1. The tone is set at the top: disseminating a compliance culture

2. Implement the area: show the benefits and eliminate myths to obtain support

3. Form a team: seek the right persons and appropriate resources

4. Map and monitor: set risk reduction targets

5. Communicate and train: promote transparency

6. Give voice to everyone: establish a repporting channel, investigate, resolve and repport

7. Calibrate conducts: incentives and sanctions - key mechanisms

8. Evaluate and develop: establish metrics and improve your program

9. Prove that you have a program: formula for success and milder sanctions

9 steps for an effective Reputation Risk Management and Compliance program

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When you retain Instituto Yiesia to provide advice, your company will receive a very customized service, focused on addressing your company’s specific needs. Our team:

• Lawyers with an international academic background

• 20 years acting in corporate environments, including international experience

• Strong Compliance expertise

• Experience in the establishment (start up) of international financial institutions and in M&A projects

• Experience working for and with self-regulatory organizations and associations

• Active IBGC (Reporting, Sustainability and Risk Management Commission) members

• Teachers of graduate level courses (INSPER’s LLM and Trevisan’s Risk Management and Compliance)

Why you should retain our Corporate Governance and Compliance

advice

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• Graduated in Law from USP in 1987.

• Non-degree graduate level education (Harvard Law School, Stanford Business School, Fordham Law School and Fundação Getúlio Vargas).

• Teacher and tutor at INSPER’s LLM in Financial and Capital Markets Law.

• 20 year experience in the international financial markets, including appointments in Milan and New York.

• Worked for ANBIMA, was an officer appointed under the by-laws with extended accountability (Diretora Estatutária) for multinational financial institutions and her last position was as Compliance Director at Bank of America Merrill Lynch until October 2011, when she left the Bank to create Instituto Yiesia and provide business advice on Corporate Governance and Compliance.

• Member of the IBGC, where she is active in the Reporting and Sustainability Commissions.

Ana Paula P. Candeloro

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• Lawyer and Certified compliance and ethics professional (CCEP – certification by the Society of Corporate Compliance & Ethics - SCCE), with more than 20 years of employment by multinational companies, in particular in Legal and Compliance management positions.

• Teacher of Compliance Management for Nonfinancial Institutions at Trevisan Escola de Negócios.

• Former vice president at Abia (Brazilian Food Industry Association).

• Her education includes specialization in Consumer Law (PUC/SP), and Business Management (BSP) and Legal Management (FGV/SP) courses, in addition to several courses in the area of Corporate Governance at the Brazilian Institute of Corporate Governance (IBGC), of which she is an associate and also a member of its Risk Committee.

Marilza Menezes Benevides

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“(...) Certainly, she is a reference for me as well and I hope to have the opportunity to work with her again (…)” Elenice Faboci, HR Manager, ANBIMA – Financial and Capital Markets Association

Recommendations

“Ana Paula played a critical role in establishing Standard Chartered Bank in Brazil (…)”

Mark Gross, CEO and Head, Origination & Client Coverage, Standard

Chartered Bank

“(…)she posesses that hard to find combination of fine legal skills and good commercial instincts(…)” Lee Siegel, Managing Director and General Counsel, Dresdner Kleinwort

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“(…)We achieved strategical goals at Dresdner Kleinwort, sometimes setting standards to the market(…)”

Leo Yamaoka, Vice President, Dresdner Kleinwort

Recommendations

“(…)She was a key player in the structuring of several complex credit derivative products (…)”

Rodrigo Parrode M. de Araujo, Director, Dresdner Kleinwort

“(...) solid knowledge of the legal and even commercial aspects involved; – readiness of response; – provider of a great sense of comfort and security (…)” Ernando Antoniolli, Head of Agribusiness, HSBC

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“(…) she is experienced and dedicated to appropriate compliance and governance management even in difficult situations where politics may obstruct her efforts.”

Daniel J McQuoid, Managing Director & Country Mgr., Bank of America

Recommendations

“(…) She is a team player and understands the complexities of having to manage compliance issues (…)”

Andre Barake, Managing Director, Bank of America

“(…) impressive drive for excellence, as the output of her high ethical values, her profound technical expertise and continuous search for new information (…)”

Agusti Rodes, Operations Manager/Project Manager, ING Bank

“(…) Ana Paula is a VERY fine professional, extremely organized, diligent, holder of a broad sense of responsibility (…)”

Fernando Sandoval, Manager of the Legal Dept, ING Investment Banking

Consultoria Empresarial, Governança Corporativa e Compliance

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Check out our videos

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Rua Jesuíno Arruda 541 suite 7 - 04532-081 - São Paulo - SP - Brasil

Tel.: +55 (11) 3078 4285

yiesia@yiesia.com.br - www.yiesia.com.br

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