Our Corporate Governance

Wiz is a publicly traded company with shares traded on the Novo Mercado – B3’s listing segment that encompasses companies with the highest standards of corporate governance. We adopt the best corporate governance practices in the market, based on principles of transparency and respect for shareholders. Below, our governance structure and its main support structures:

 

 

According to our Corporate Bylaws, the Board of Directors must be composed of a minimum of 8 (eight) and a maximum of 13 (thirteen) members, elected by the General Shareholders Meeting and dismissable by it at any time, with a mandate period of 2 (two) years (after obtaining our registration as an issuer with the CVM), reelection being permitted.

Our Executive Directors are the Chief Executive and Investor Relations Officer and the Chief Financial Officer, both responsible for managing the Company’s business and strategic conduct, in line with the guidelines outlined by the Board of Directors.

Below, we present the standards on which our corporate governance is based:

Our Standards

We are a company committed to maintaining high standards of corporate governance, based on principles that privilege transparency, equal treatment of shareholders, accountability, corporate responsibility and respect for shareholders.

We have adopted the corporate governance practices recommended by the Brazilian Institute of Corporate Governance (IBGC), the main ones being described below:

a) Our capital is divided only into common shares, providing voting rights to all shareholders;

b) Our General Meeting has the right to resolve on (i) increases or decreases in our capital stock (except for increases within the authorized capital limit) and on the amendment of our Bylaws; (ii) the election and removal, at any time, of members of our Board of Directors and fiscal council (if installed); (iii) the approval of the accounts presented by our managers and the approval of our financial statements; (iv) transformation, spin-off, dissolution or liquidation involving our Company; (v) the approval of our managers’ global compensation; and (vi) approving stock option plans;

c) Our Bylaws provide for clear and objective rules for voting by shareholders meeting at the General Meeting;

d) We register, whenever required by our shareholders, the occurrence of dissenting votes;

e) In the event of direct or indirect sale of our shareholding control, the one that acquires control is obliged to make a public offer for the acquisition of shares to all of our shareholders, in order to provide equal treatment to that given to the selling shareholder of the shares representing the control;

f) We have a policy for the disclosure of relevant acts or facts, which elects our Investor Relations Officer as our main spokesperson;

g) We have adopted a negotiation policy for trading shares issued by us, approved by our Board of Directors, and we have controls that enable compliance with them;

h) We have a code of conduct, which must be observed by all of our employees, directors and members of the Board of Directors and auditors (when installed);

i) Our Bylaws provide for the resolution of conflicts between us, our shareholders, our managers and members of our fiscal council (if installed) through arbitration.

For more details, see section 12.12 of our Reference Form and access our Corporate Governance Report.

 

BYLAWS

According to our bylaws, our corporate purpose consists, among others, in (i) insurance brokerage in all branches, (ii) acting as a correspondent for financial institutions, (iii) advising and consulting in the area of insurance in general, business financial and information technology; and (iv) participation in the share capital of other companies, national or foreign, as partner, shareholder or quotaholder, on a permanent or temporary basis, as parent or minority.

Find here, in full, the Wiz Bylaws as approved by the Ordinary and Extraordinary General Meeting held on August 20, 2021.

 

SHAREHOLDERS AGREEMENT

We are controlled by a group of shareholders articulated through a shareholders’ agreement, which jointly holds the majority of the voting capital of the Company. The shareholders’ agreement was signed on October 3, 2014, for a period of 25 years, has terms and conditions on the following matters: (i) exercise of voting rights and control power, (ii) indication of the management, (iii ) transfer of shares and preemptive rights, (iv) voting rights of the members of the control block and (v) matters whose approval depends on the unanimous vote of the members of the control block.

Click here to download our Shareholders Agreement.

 

Policies

Below we list the main policies of the Company:

Policies