We are a company committed to maintaining high standards of corporate governance, based on principles that emphasize transparency, equal treatment of stockholders, accountability, corporate responsibility and respect for stakeholders.
We have adopted the corporate governance practices recommended by the Brazilian Institute of Corporate Governance (IBGC), and the most significant ones are described below:
a) Our share capital is divided exclusively into common shares, granting voting rights to all stockholders:
b) General Meetings are held to resolve on (i) increases or decrease in capital (provided that the authorized capital limit is complied with it) and amendments to the Bylaws; (ii) appointment or removal, at any time, of members of the Board of Directors or Audit Committee (if applicable); (iii) approval of the accounts presented by management and approval of thefinancial statements; (iv) transformation, split-off, dissolution or liquidation of the Company; (v) approval of the aggregate compensation of members of management; and (vi) approval of stock options plans;
c) The Bylaws establish clear and objective voting rules to be complied with at General Meeting;
d) We keep record, whenever required by our stockholders, the occurrence of dissenting votes;
e) In the event of the direct or indirect sale of the Company’s controlling interest, the acquiring party is required to conduct a public offering of shares to all of the Company’s stockholders, in order to give a treatment that is equal to that given to the stockholder that is selling the controlling interest;
f) We have a disclosure policy for material facts and acts, which establishes that the Company’s Investor Relations Officer isits chief spokesperson;
g) We have adopted a policy on the trading of our own shares, which has been approved by the Board of Directors, and have controls in place that ensure compliance with it;
h) We have a code of conduct, which must be complied with by all of our employees, officers and members of the Board of Directors and Audit Committee (if applicable);
i) Our Bylaws provide for the resolution of conflicts between the Company, stockholders, members of the Board and the Audit Committee (if applicable) through arbitration.
For further details, refer to section 12.12 of our reference form.