This section contains information on the corporate governance practices recommended by the Brazilian Institute for Corporate Governance (IBGC) and adopted by our Company.
According to the IBGC, corporate governance is the system by means of which companies are governed and monitored, involving relationships between shareholders, the Board of Directors, the Board of Executive Officers, the independent auditors and the Fiscal Council.
The basic principles underlying this practice are: (i) transparency; (ii) equity; (iii) accountability; and (iv) corporate responsibility.
Transparency means that management should ensure disclosure not only of information on the Company’s financial performance, but also on all the other factors, however intangible, which guide corporate actions. Equity refers to fair and equal treatment of all minority groups, employees, customers, suppliers or creditors while accountability, as the name implies, means that those in charge of corporate governance take full responsibility for their actions and are accountable at all times to those who elected them. Finally, corporate responsibility refers to a wider conception of corporate strategy, which includes social and environmental considerations when defining businesses and operations.
Among those practices recommended by the IBGC in its Code of Best Corporate Governance Practices, we have adopted the following:
- It is incumbent on the General Shareholders’ Meeting: (a) to decide on capital increases or reductions and other amendments to the Bylaws; (b) to elect or remove, at any moment, members of the Board of Directors and the Fiscal Council; (c) to oversee management’s accounts on an annual basis and approve financial statements; and (d) to decide on the Company’s transformation, merger, incorporation, spin-off, dissolution and liquidation;
- maintenance and publication of records detailing the number of shares belonging to each shareholder and identifying the latter by name;
- the hiring of an independent firm of auditors to analyze balance sheets and financial statements;
- statutory grounds for the installation of a Fiscal Council;
- selection of the venue for Shareholders’ Meetings so as to facilitate the presence of all shareholders or their representatives;
- a clear definition in the Bylaws of (a) how Shareholders’ Meetings shall be called, and (b) procedures for electing and removing members of the Board of Directors and the Board of Executive Officers and determining their mandates;
- the non-election of alternate members;;
- transparent disclosure of the annual management report; and
- free access to Company information and facilities for members of the Board of Directors.
We have also adhered to the Novo Mercado. In 2000, the São Paulo Stock Exchange (Bovespa) introduced three trading segments, with different levels of corporate governance, called Level I, Level II and Novo Mercado. All three comprise the shares of companies that voluntarily undertake to abide by corporate governance practices and transparent disclosure requirements over and above those stipulated by Brazilian corporate legislation. In general, such rules increase shareholders’ rights and raise the quality of information provided to them. The Novo Mercado has the most stringent requirements.
In addition to the obligations imposed by the prevailing legislation, these include:
- having common shares only;
- granting tag-along rights to all shareholders – should control of the Company be sold, the buyer shall tender a public offer to all shareholders according them the same conditions and price offered to the selling controlling shareholder;
- maintaining a minimum free float equivalent to 25% of total capital;
- adopting offering procedures favoring the widest possible distribution of shares;
- meeting the minimum standards for the quarterly disclosure of information;
- disclosing all trades in the Company’s securities by our controlling shareholders on a monthly basis;
- forwarding a corporate event agenda to our shareholders;
- limiting the mandate of all the members of our Board of Directors to a maximum of 2 years, with the possibility of re-election; in exceptional circumstances and for the purposes of transition when the Company’s control is exercised by several shareholders, Board members may be elected only once for a 3-year mandate
- restricting membership of the Board of Directors to a minimum of 5 members, 20% of whom independent;
- preparing annual financial statements, including cash flow statements, in English and in accordance with US GAAP or IFRS as of the end of the second fiscal year following listing on the Novo Mercado;
- settling by arbitration any and all disputes and controversies that may arise between the Company, its shareholders, managers and members of the Fiscal Council, should one be installed, especially those related to or arising from the application, validity, effectiveness, interpretation, breach and the effects of breach of the provisions in the Brazilian Corporate Law, the Company’s Bylaws and the rules issued by the National Monetary Council, the Central Bank of Brazil and the Comissão de Valores Mobiliários (CVM – Brazilian Securities and Exchange Commission), as well as any other provisions applicable to the running of the capital market in general, in addition to those in the Novo Mercado’s Listing Rules, the Novo Mercado Membership Agreement and the Arbitration Rules;
- holding a public meeting with analysts and any other interested parties to disclose information on its economic and financial situation, projects and prospects at least once a year; and
- whenever delisting from the Novo Mercado occurs so that shares may be listed for trading outside the Novo Mercado, the Company’s controlling shareholder shall tender a public offer for the acquisition of the shares owned by the other shareholders at a value that is at least equivalent to that determined by a valuation report drafted by a specialized firm;
In 2006, the Company voluntarily amended its Bylaws to adjust them to the Novo Mercado rules and entered into the Novo Mercado Membership Agreement with the Bovespa, valid as of the date of publication of the official notice of same.
Click Here to access the full version of “Novo Mercado Listing Rules”.