The Company follows the best market practices, as well as the rules that govern its operations.
According to the Brazilian Institute of Corporate Governance (“IBGC”), corporate governance is the system by which companies are managed and monitored, involving relationships between shareholders, board of directors, executive officers, independent auditors and the fiscal council. The basic principles that guide this practice are:
- And corporate responsibility.
Among the corporate governance best practices recommended by the IBGC in its Brazilian Code of Corporate Governance, the Company embrace the following:
- Capital stock composed only of common shares, providing voting rights to all shareholders;
- Obligation to carry out a public offering for the acquisition of shares in the event of transactions involving the sale of shareholding control to all partners and not just to the holders of the controlling block. All shareholders must have the option to sell their shares at the same price and under the same conditions. The transfer of control must be made at a transparent manner;
- Hiring an independent audit firm that has provided internal audit services for the company for more than three years;
- Board of Directors composed of at least one third of independent members;
- Non-accumulation of the position of CEO and chairman of the board of directors;
- Adoption of risk management policy, code of ethics and conduct, and securities trading policy;
- Definition of an annual calendar with a forecast of thematic annual agenda with relevant issues and dates for discussion, including the dates of regular meetings;
- Clearly written minutes of the board of directors’ meetings that record the decisions taken, the persons present, the dissenting votes and the abstentions from voting; and
- Use of the general meeting of shareholders to communicate the conduct of the company’s business, with the minutes allowing full understanding of the discussions held at the meeting and identifying the votes cast by the shareholders.