Overview

CORPORATE GOVERNANCE PRACTICES AND THE “NOVO MERCADO”

 

Pursuant to the Brazilian Institute of Corporate Governance, or IBGC, corporate governance is the system pursuant to which companies are directed and monitored. It involves the relationships between the shareholders, the board of directors, executive officers, independent auditors and the fiscal council. The main principles it has adopted for this purpose are (i) transparency, (ii) equity, (iii) accountability and (iv) corporate responsibility.

The Company‘s shares trade in the Novo Mercado segment of the B3, a differentiated and highest level corporate governance practices within the Brazilian stock exchange. To be listed on the Novo Mercado, a company, its managers, controlling shareholders and the B3 must enter into the Novo Mercado Participation Agreement and the company‘s bylaws must comply with the rules of the Novo Mercado.

Companies listed in the Novo Mercado are voluntarily subject to stricter rules than those provided for under Brazilian Corporate Law, such as requirements to: (i) issue common shares only; (ii) tag-along rights to minority shareholders; (iii) ensure that shares of the issuer representing 25.0% of its total capital are effectively available for trading; (iv) have at least five members board members, elected at a shareholders‘ meeting, with a term limited to two years, subject to reelection (v) have at least 20.0% of the members of the board of directors as independent directors; (vi) provide non-financial information, including the number of shares held by the company‘s managers; and (vii) disclose related-party transactions.

Additionally, we have adopted the following corporate governance best practices recommended by the IBGC in its Code of Best Corporate Governance Practices:

 

  • shareholders‘ have the ability to vote on, at shareholders‘ meetings, among other things, (i) amendments to our bylaws, (ii) election and removal, at any time, of the members of our board of directors and fiscal council, (iii) approve financial statements and management reports, (iv) our transformation, merger, consolidation, spin-off, dissolution and liquidation and (v) approval of our directors‘ compensation;

 

  • we have clearly worded bylaws that provide for (i) the procedure for giving notice of a shareholders‘ meetings and (ii) the voting system, election, removal and terms of office of the members of our board of directors and our executive officers;

 

  • we adhere to the Regulations of the Market Arbitration Chamber (Regulamento da Câmara de Arbitragem do Mercado) of the B3 by the company, the controlling shareholders and management and members of the fiscal council as a means to solve any dispute or controversies that may arise amongst themselves.

 

  • our board of directors enjoys unfettered access to our information and facilities;

 

  • our bylaws provide for the establishment of a fiscal council;

 

  • independent auditors review our financial statements, and these independent auditors are not hired to provide other services;

 

  • we maintain accurate books and records and disclose the identity and quantity of shares held by each shareholder;

 

  • we provide transparent disclosure of the annual management reports;