Who decides what, when and with which record.

Principles

Governance, as defined by the Brazilian Institute of Corporate Governance (IBGC), is the system of principles, rules, structures and processes by which an organisation is directed and monitored. At InnovaSphere, that system comes down to four commitments, which apply to every development.

• Executing, inspecting and auditing are different seats. No one checks their own work.
• Every decision has an owner, a deadline and a record on the Platform, with the trail of who decided and why.
• Written authority. Each seat knows what it decides alone and what goes up to the committee or the board.
• A single source of information. Everyone works on the same record; each role sees what concerns it.

What we rely on

The legal entity responsible for this site is a limited liability company, not a listed company. The governance codes below therefore do not bind it as they bind a stock-exchange-listed company. They are used as a yardstick because they describe, in plain language, what is expected of those who manage other people’s resources and deadlines. The IBGC Code of Best Practices in Corporate Governance, in its 6th edition (2023), organises governance around five principles. Here is each one, in the code’s sense, and how the structure described on this page expresses it:

• Integrity: avoiding decisions under conflicts of interest and keeping what is said consistent with what is done. Here, anyone with a personal interest in a decision declares it, does not take part, and the decision passes to another seat.
• Transparency: giving stakeholders true, timely, clear and relevant information, positive or negative, and not only what the law requires. Here, the record is single, and each party receives the report that concerns it, with the decisions and the reasons.
• Equity: treating partners and other stakeholders fairly, considering the rights, duties and expectations of each. Here, the access criterion applies to the role, not the person: each seat sees what its responsibility requires.
• Accountability: acting with diligence and independence, taking responsibility for the consequences of acts and omissions, and reporting clearly and on time. Here, authority is written, every decision has an owner and the audit is independent.
• Sustainability: safeguarding the organisation’s economic and financial viability and reducing its negative effects on society and the environment. Here, the Finance Committee asks whether the cash sustains the plan, and the risk matrix is reviewed every quarter. See also Sustainability.

As an international reference, the G20/OECD Principles of Corporate Governance were revised in 2023 and endorsed by G20 leaders in September of that year. They have six chapters, among them disclosure and transparency, the responsibilities of the board, and sustainability and resilience. They were designed mainly for listed companies, and the text itself says they can also serve privately held ones. That is how we use them: as a method, not as a legal requirement.

In law, Brazil’s Corporations Law (Law 6,404/1976) requires the manager to use “the care and diligence that every active and upright person usually employs in managing their own business” (art. 153), and the Civil Code repeats the formula for managers of companies in general (art. 1,011). The corporations law goes further and extends those duties to members of technical or advisory bodies created by the bylaws (art. 160). From that rule a reading criterion follows: a committee is justified only when there is real work and people willing to sign what they decide.

A seat is not a person

A seat is a role with defined responsibility, authority and ritual. A person is whoever occupies it. This page describes seats, never people, for two reasons: the structure must survive a change in who holds the role, and readers need to know what to expect of the role, not of an individual. Each seat is described by four elements:

• Responsibility: what the seat answers for.
• Authority: what it decides alone and what goes up to another body.
• Ritual: where and how often it reports.
• Record: what it leaves in writing so that others can check.

When the person in a seat changes, the structure provides that the authority, the open issues and the history belong to the seat, and that whoever takes over starts from the record, not from the memory of the one who left. That is why each open issue has an owner and a deadline written on the Platform: the owner is a role, and a role does not retire.

Authority: who decides what

Authority is the limit within which a seat decides without consulting anyone. Above it, the decision goes up. Written authority prevents two common defects: the decision taken by someone who could not decide, and the decision stalled by someone who does not know whether they can.

A generic example, with no amounts, shows how the design provides for the path of a payment for a stage of the works:

1. Site engineering and inspection record the field and check the measurement of what was executed. The audit follows the check.
2. Financial management releases or withholds the payment according to the checked measurement, and records the reason, whatever the decision.
3. If the outlay exceeds the authority limit, it stops being a routine decision and is examined by the Investment Committee, which asks whether the expense is justified.
4. What goes beyond management’s authority is a matter for the development board.

Note what the design prevents: whoever measures does not pay, whoever pays does not measure, and whoever audits does not execute. Each step leaves a record that the next step, and the auditor afterwards, can check. The authority limits of each seat do not appear on this page; the section “What we do not publish” lists what is left out.

Seats and responsibilities

The structure provides for the seats below. For each one, the description says what it answers for and what it leaves on record.

Central management

Coordinates the fronts, consolidates the schedule and reports to the owner. Triages the exceptions, gives each one an owner and a deadline, and publishes the monthly report in the owner’s area.

Coordination (PMO)

Integrates the schedules, resolves conflicts between fronts and keeps every open issue with an owner and a deadline. Runs the weekly fronts committee and leaves the integrated schedule and the resolved conflicts on record.

Front leads

Answer for the delivery of their front: works, licences, contracts, taxes, technology or hospitality. Take part in the daily triage of exceptions and answer to central management for what the front delivers.

Site engineering and inspection

Record the field, check the measurement and certify what was executed. Leave the site log with a photographic record and the documented measurement, which is the basis of any payment.

Procurement

Quotation, approval and assessment of suppliers, with integrity checked before the contract. The assessment of suppliers and contracts is reviewed every week, together with compliance.

Financial management

Releases or withholds each payment according to the checked measurement, with the reason recorded. Does not measure the works: pays on the basis of a measurement checked by another seat.

Operations and accounting

Accounting and tax close, reconciliation and ancillary obligations. Every month, delivers the obligations met and reconciled, so that the financial report and the books tell the same story.

Compliance and legal

Licences, contracts, the integrity programme and the ethics line. Keeps the licence and deadline panel updated every week and examines suppliers and contracts before the commitment exists.

Independent audit

Issues an opinion separating the verified from the assumed and does not execute what it audits. It is independent of those who build and of those who inspect, and follows the measurement and the release of payments.

Development board

Decides what exceeds management’s authority and reviews the risks every quarter. Reviews the risk matrix and the contingency plans and oversees the reporting to investors.

Committees

A committee is not a recurring meeting. In good governance practice, what distinguishes it is its role: a written mandate, which separates what it decides from what it only recommends; authority; an agenda circulated beforehand and minutes afterwards. Without that, the meeting produces opinion, and opinion cannot be audited. Each InnovaSphere committee answers its own question:

Each development sets up the committees it needs, with the seats above; the membership is recorded on the Platform.

• Executive Committee. Reads the schedule, the critical fronts and the open issues between contractors.
• Finance Committee. Reads budget against actuals and the cash projection.
• Compliance and Integrity Committee. Reads licence expiry dates, conditions, contracts and the status of third parties.
• Curatorial Committee. Decides, on written criteria, who joins the development: members, operators and associated brands.
• Investment Committee. Examines the outlay above the authority limit and the alternatives to it.

As for the record, the IBGC recommends that board minutes (item 3.17.6 of the code) include: decisions taken, people present, abstentions, responsibilities assigned, deadlines set and dissenting votes. Minutes are not a formality. They are the proof of what was known, when it was known, and what was decided on that basis.

Management rituals

The rituals give the structure its rhythm. Each has a frequency, participants and an output: a record. A ritual without a record is a conversation. The full design of the method is in How we work.

Conflicts and disagreements

Every decision structure must say what happens when people disagree, or when one of them has an interest in the outcome. There are four distinct situations, with four paths:

• Conflict of interest. Anyone with a personal interest, their own, a relative’s or a partner’s, in a decision, contract or supplier declares it beforehand and does not take part; the decision passes to another seat, and the declaration is recorded. It is the same principle as art. 156 of Law 6,404/1976, which forbids a manager from intervening in a transaction in which they have a conflicting interest and obliges them to give notice of the impediment and have the nature and extent of the interest entered in the minutes. Details in Integrity and compliance.
• Disagreement between fronts. Coordination (PMO) resolves conflicts between fronts and runs the weekly fronts committee. What goes beyond management’s authority is a matter for the development board.
• Difference of opinion within a body. The losing vote should not disappear. The IBGC recommends that dissenting votes be entered in the minutes, and Law 6,404/1976 (art. 158, § 1) relieves a dissenting manager who has their disagreement entered in the minutes. Recording the disagreement protects whoever disagreed and informs whoever decides later.
• A doubt about conduct. Anyone, inside or outside the group, can report a deviation through the Ethics line, anonymously if they wish. Whoever investigates cannot be involved in the facts.

Accountability

To account is to deliver, to those entitled to it, information about what was done, with the reason and the result. At InnovaSphere, the cycle is this:

• Every month: the checked measurement and the owner report are placed in the owner’s area on the Platform.
• Every quarter: the independent audit issues its opinion, the risk matrix is reviewed and investors receive the period report with the recorded decisions.

The audit opinion separates what was verified from what was merely assumed. The distinction matters: a report that mixes the two conveys more certainty than it has. The investor report carries the decisions, not just the results, because what was decided and why is what makes it possible to assess management.

Independence of those who check

One point deserves candour. InnovaSphere belongs to a group that includes engineering and audit companies, and a corporate link between whoever executes and whoever checks is the kind of relationship a governance system should examine carefully. That is why the Compliance and Integrity Committee examines this kind of link before any engagement, inside or outside the group, as already described in the article Committees, audit and reports.

What we do not publish, and why

Transparency, in the IBGC’s sense, is not disclosing everything to everyone, but giving each stakeholder the information it needs. The code itself admits justified confidentiality, as long as the reasons are recorded. Following that logic, this page describes the design of governance and leaves out:

• Names of people. We describe seats, not individuals, out of discretion and so that the structure does not depend on who holds it.
• Authority amounts. The limit of each seat is internal control information and does not appear on this page.
• Minutes, reports and measurements. They belong to those entitled to read them, the owner and the investors, and sit in a restricted-access area.
• Data on contractors, owners and residents, and the content of ethics line reports. They are protected by personal data legislation and, in the case of the line, by confidentiality and optional anonymity.
• The membership of each committee. It is recorded on the Platform, not here.

What is not published is not left unrecorded. Being absent from this page is not being absent from the trail.

There are also limits of another kind. This page describes the design of governance and is not a third-party attestation of it; the independent audit opinion, which separates the verified from the assumed, is the counterweight provided in the design. And no structure eliminates human error: it reduces the chance that error goes unnoticed and shortens the time between deviation and correction.

Frequently asked questions

Is the governance audited by third parties?

The independent audit issues an opinion every quarter on the measurement and the release of payments. This page describes the design of governance and is not a third-party attestation of it. The integrity programme, described in Integrity and compliance, is applied and reviewed by management itself and has no third-party certification.

Who decides when two fronts are in conflict?

Coordination (PMO) resolves conflicts between fronts and runs the weekly fronts committee. What goes beyond management’s authority is a matter for the development board.

How does an investor follow the management?

Investors receive, every quarter, the period report with the recorded decisions, after the independent audit issues its opinion and the risk matrix is reviewed. The owner receives, every month, the checked measurement and the report in the owner’s area.

How do I report an irregularity?

Through the Ethics line, open to anyone, anonymously if they wish. No one suffers retaliation for a report made in good faith, and the first progress update comes within 10 business days.

How does a journalist or a public body request information?

The press uses the press request on Press, and other requests go through the Contact page. Third-party data and confidential information follow the rule in the previous section.

References

Official texts consulted for this page:

• IBGC. Code of Best Practices in Corporate Governance, 6th edition (in Portuguese), São Paulo, 2023: definition of governance, principles (item 1.4), minutes (item 3.17.6) and confidentiality (item 3.18).
• OECD. G20/OECD Principles of Corporate Governance 2023: adopted by the OECD Council in June 2023 and endorsed by the G20 in September 2023.
• Brazil. Law 6,404 of 15 December 1976, corporations: arts. 153, 156, 158 and 160.
• Brazil. Civil Code, Law 10,406/2002: art. 1,011.

Governance codes are a methodological reference, not a legal requirement for the legal entity responsible for this site. Checked in October 2026.