Form 20-F - Gerdau

elating to the grant of 2004. The April 29 meeting also changed the conditions of the “Long Term Incentive Plan”,
authorizing the granting to directors or executive officers, when elected for the first time, of a three-year (3)
mandatory vesting period option in addition to the regular program option. Additional information on the Long Term
Incentive Program is available in the Exhibits listed in the end of this Form.
C. BOARD PRACTICES
Gerdau announced its new corporate governance structure on July 8, 2002 aimed at broadening the Group’s
management skills, meeting the demands resulting from growth and greater global competitiveness, guaranteeing the
succession process without losing accumulated experience, and increasing disclosure to shareholders and capital
markets. The General Shareholders’ Meeting, held on July 26, 2002, approved the changes in the Company’s By-
Laws to formalize its new corporate governance structure.
With a view to building on its relationship with the market and keeping up with the best practices in
corporate governance, the Gerdau Executive Committee is now responsible for coordinating the activities of the
executive officers and managing the Company’s business. This major change in the Company’s management structure
provides an administrative link between the Board of Directors and the Company’s business operations.
Board of Directors: The Board of Directors is responsible for determining the broad direction of the Group’s
business, and may have up to ten members. Three independent members will participate in the Group’s decisionmaking
process.
Chairman
Jorge Gerdau Johannpeter
Vice Chairmen
Germano Hugo Gerdau Johannpeter
Klaus Gerdau Johannpeter
Frederico Carlos Gerdau Johannpeter
Independent Members
André Pinheiro de Lara Resende
Affonso Celso Pastore
Oscar de Paula Bernardes Neto
Secretary-General
Expedito Luz
Compensation and Succession Committee: With the new corporate governance structure introduced in 2002,
Gerdau has established a Compensation and Succession Committee, which guides executive remuneration practices
and consists of:
Members
Frederico Carlos Gerdau Johannpeter
Carlos João Petry
Affonso Celso Pastore
Oscar de Paula Bernardes Neto
Secretary
João Aparecido de Lima
Gerdau Executive Committee: This body represents the link between the Board of Directors and the Group’s
operations. Its activities are divided into five business operations (BOs), defined by product line and/or geographical
location: BO - Brazil Long Steel Products, BO - Specialty Steel Products, BO - Gerdau Açominas (Ouro Branco mill),
BO Gerdau Ameristeel and BO - South American operations. The Gerdau Executive Committee is also responsible
for the main functional processes that operate vertically throughout the Group, such as finance, accounting, human
resources and planning. Committee members work together to encourage a greater synergy among operations, and
individually with a focus on the management of each business and functional processes, in order to maximize results.
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