CORPORATE GOVERNANCE - Corporate Governance Directives
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CSN acts responsibly, fulfilling all the requirements of the Brazilian corporate law and the foreign laws applicable to companies with securities listed in the United States, as well as the rules issued by the São Paulo (BM&FBovespa) and New York (NYSE) stock exchanges.

Investor Relations

In 2011, CSN continued to expand its communication with the financial market by taking part in conferences, roadshows, meetings and conference calls, aiming to improve investors’ perceptions about the Company’s bases and helping reduce funding costs.

Annual Shareholders’ Meeting

The Annual Shareholders’ Meeting has the authority to make decisions about all the businesses related to the Company and to make the resolutions it believes to be convenient to develop its businesses and defend its interests.

During the four months immediately following the end of the fiscal year, the Annual Shareholders’ Meeting meets ordinarily in order to elect the members of the Board of Directors, approve the accounts submitted by the management, the financial statements, the allocation of net income for the year and the distribution of dividends, and, extraordinarily, whenever required by the Company’s corporate interests.

The Company is managed by the Board of Directors, which is composed of between seven and eleven members, and by the Board of Executive Officers (one of whom is appointed Chief Executive Officer). The members of the Board of Executive Officers are elected by the Board of Directors for a two-year term of office, while the Directors are elected by the Shareholders‘ Meeting for a one-year term of office. The Bylaws require that one seat on the Board of Directors be reserved for the representative of the Company’s employees.

The Board of Directors primarily establishes the company’s strategy, as well as its plans and business policies. The Board of Executive Officers, within guidelines and resolutions of the Board of Directors and Shareholders’ Meeting, has administrative and managerial powers over the corporate business and is able to perform all acts and conduct all operations related to the Company’s corporate purpose, always respecting the jurisdiction established by the Board of Directors and the other provisions set forth in the Company‘s Bylaws.

CSN’s Directors and Executive Officers are as follows:

Board of Directors
Benjamin Steinbruch Chairman of the Board
Jacks Rabinovich Vice Chairman of the Board
Fernando Perrone Member
Rubens dos Santos Member
Antonio Francisco dos Santos Member
Yoshiaki Nakano Member
Gilberto Sayão da Silva Member
Board of Executive Officers
Benjamin Steinbruch Chief Executive Officer
Enéas Garcia Diniz Executive Officer
David Moise Salama Executive Officer / Investor Relations Officer
José Taragano Executive Officer
Luis Fernando Barbosa Martinez Executive Officer
Juarez Saliba de Avelar Executive Officer
Tufi Daher Filho Executive Officer

Internal Audit

CSN maintains an internal audit department which acts independently within the organization to assist and communicate material facts to the Board of Directors, the Audit Committee and the Board of Executive Officers. This department is also responsible for ensuring the appropriate allocation of funds and protecting CSN companies’ assets from risks, providing support for compliance with the planned results and improving processes and internal controls, either to enhance financial and operating performance or to avoid the risk of losses or fraud and, consequently, any damages to the Group’s image.

Sarbanes-Oxley Act

The Company has obtained the Certification for internal controls related to the 2011 Consolidated Financial Statements (CSN and its subsidiaries), in compliance with Section 404 of the Sarbanes-Oxley Act (SOx).

In 2011 CSN performed tests to evaluate the efficiency of the Company’s internal controls (Presidente Vargas Steelworks, the Porto Real branch and the Casa de Pedra mine), CSN Cimentos, Companhia Siderúrgica Nacional LLC, Nacional Minérios, Companhia Metalúrgica Prada (Distribution and Packaging Unit) and Transnordestina Logística, companies considered relevant for the SOx certification. Each process’s managers are responsible for running tests and effecting control improvements when necessary. This process is overseen by the Corporate Risks and Internal Audit departments.

The tests run by the external audit pointed to a significant decrease in the number of internal control flaws in comparison with previous years. In 2011, the flaws identified and considered to be low-impact flaws accounted for around 1% of the controls tested.

Disclosure of Material Acts and Facts

CSN maintains a Material Act or Fact Disclosure Policy, which determines that all such disclosures must contain information that is accurate, consistent, appropriate, transparent and within the proper timeframes, in accordance with CVM Instruction 358 of January 2002, 409, and Section 409 of the Sarbanes-Oxley Act - Real Time Issuer Disclosure. All material acts or facts are disclosed in the markets where the Company’s shares are traded, both in Brazil and in the US.

Last Update: January 10, 2013  
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