This is the institutional presentation of Instituto Yiesia of Corporate Governance and Compliance. Instituto Yiesia renders advisory services aiming at generating value to companies through corporate governance instruments. Private Equity and Venture Capital Funds may benefit from it in the fund raising process. Hope you all enjoy it. Reinvent your company, gain market share, promote the sustainability of your business, achieve another step of leadership among peers. Even if it´s not your intention to sell your company, do an IPO or even get an institutional parter, it´s always advisable to see your company as a "liquid investment" when your corporate governance and compliance practices are all in place. Take advantage of it! How a corporate governance and compliance framework is able to generate added value to any company

1. Business Advice,
CorporateEmpresarial,
Consultoria Governance Início Instituto
Governança Corporativa
and Compliance
e Compliance Equipe Soluções

2. Instituto Yiesia
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.
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

3. Instituto Yiesia
• 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.
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

4. Leadership requirements
Knowledge • Strong academic background
• Ability to stimulate and gather resources
Assertiveness around objectives
• Identifying and subsequently enabling the
Initiative means that will translate projects into reality
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

5. Building leadership
• 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.
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

6. Provide your company with the tools required for success
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

7. Reinventing in the context of transformation provided by Corporate
Governance
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

8. 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
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

9. Compliance’s virtuous cycle
Active market
Mature and
developed capital Healthy
markets environment with
clear rules and
reliable information
Positive results for
Financial stability
companies
Sustainable
growth
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

10. Advice
Objectives and methods
• 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
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

11. Advice
A holistic approach to processes
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.
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

12. 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.
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

13. 9 steps for an effective Reputation Risk Management and Compliance program
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
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

14. Why you should retain our Corporate Governance and Compliance
advice
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)
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

15. Ana Paula P. Candeloro
• 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.
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

16. Marilza Menezes Benevides
• 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.
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

17. Recommendations
“(...) 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
“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
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

18. Recommendations
“(…)We achieved strategical goals at Dresdner Kleinwort,
sometimes setting standards to the market(…)”
Leo Yamaoka, Vice President, Dresdner Kleinwort
“(…)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
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

19. Recommendations
“(…) 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
“(…) 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, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

20. Check out our videos
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções

21. Contact us
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
Consultoria Empresarial, Início Instituto
Governança Corporativa
e Compliance Equipe Soluções