Corporate Governance

Corporate Governance

Our commitment to the best governance practices and to an increasingly sustainable action is reflected in our organizational structure and in the management models adopted. In this context, the Energy Transition and Sustainability Executive Office continues to consolidate its strategic action in the company, coordinating the activities of the areas of Renewable Energy, Gas and Energy, Integrated Management of Energy Transition, and Climate Change and Decarbonization. In addition, the Social Responsibility area, directly linked to the Office of the President, acts in a transversal manner in the orientation and assessment of social responsibility activities, including the coordination and execution of socio-environmental projects and community relationship programs. 

 

With the approval of SP 2050 and BP 2026-30, the Executive Board (EB) and the technical bodies are responsible for the management of the company’s
business, ensuring alignment with our vision, purpose, values, strategies and positions. This guidance includes the application of the guidelines in
investment and divestment decisions, in accordance with the strategic elements of the plan. These elements are used to assess the adherence of projects to
the plan and, together with the commitment to value generation and long-term financial sustainability, support the decisions to include new projects in the portfolio or remove existing projects.

 

Our internal governance is essential to ensure a robust and consistent decision-making process. Profitability is one of the main premises for the prioritization of investments, which must be both technically and economically viable. The larger the investment, the greater the requirements for technical analysis and governance procedures, including technical opinions and reviews in committees, until the final decision. 

 

Our corporate governance structure is composed of the General Shareholders’ Meeting; Fiscal Council (FC); Board of Directors (BoD) and its committees; Audits; General Ombudsman; and Executive Board (EB), which has Statutory Technical Committees and Executive Committees, as illustrated in the figure as follows: 

Governance structure

Governance structure


 

The table below shows the composition of Petrobras’ high governance bodies:  

 

 

Além dos comitês estatutários de assessoramento do CA e da Diretoria de Transição Energética e Sustentabilidade, contamos com fóruns operacionais, táticos e estratégicos que compõem nossa governança de Segurança, Meio Ambiente e Saúde (SMS), mudança climática e responsabilidade social, como o Comitê Executivo de Direitos Humanos e o Comitê Executivo de Transição Energética, criados em 2025. Dessa forma, tratamos esses temas em todos os níveis da companhia.

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1. Data of 12/31/2025;

1. CEO and employee representative
2 We currently understand by underrepresented the political minorities related to color/race, LGBTQIAPN+, persons with
disabilities and gender identity.
3 The advisory committees to the Board of Directors are composed of Members of the Board of Directors and external
members. Each board member can be part of more than one committee.
4 Not Applicable. The Regulation of the Statutory Audit Committee, the Petrobras Conglomerate Statutory Audit
Committee, and the People Committee require the presence of independent members.
5 Considers full members and alternates

Compensation associated with non-financial top metrics

Compensation associated with non-financial top metrics

The 2025-29 Business Plan (BP 2025-29), in force in 2025, establishes four top metrics, three of which are used for the variable compensation of all employees (IAGEE, ICMA and DELTA VALUE). These metrics translate and quantify our vision, guiding the company’s main objectives. Two of these metrics are directly related to the ESG topic: the Index of Compliance with Greenhouse Gas Targets (IAGEE) and the Environmental Commitment Indicator (ICMA), which considers the spilled volume of oil and oil products, encompassing the entire company.  

 

The graph as follows presents the minimum variable compensation linked to the emission and spill targets in 2024. 

 

 

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¹Low Carbon Portfolio (CART-BC): Measures the progress of the realization of the low carbon portfolio (investment projects, mergers and acquisitions and optimization of equity stakes), considering the following milestones: approval of gates according to specific systematics; and signatures to be made throughout 2025.
²Executive Directors areas linked to operation: Executive Director area of Exploration and Production, Executive Director area of Engineering, Technology and Innovation, Executive Director area of Logistics, Commercialization and Markets, Executive Director area of Industrial Processes and Products and Executive Director area of Energy Transition and Sustainability

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