Brazil – Brazilian Institute of Corporate Governance (IBGC)

Code of Best Practices of Corporate Governance – 6th Edition – 2023.

Covering:

Presentation

1. Foundation

1.1. Ethics as the foundation of corporate governance

1.2. Purpose of the organisations

1.3. Definition of corporate governance

1.4. Principles of corporate governance

1.5. Governance agents and structure

1.6. Corporate governance and conflicts of interest

2. Shareholders

2.1. Right to vote

2.1.1. One share, one vote

2.2. Statute and articles of incorporation

2.3. Solving conflicts and controversy between shareholders

2.4. Shareholders’ agreement

2.5. General meeting or shareholders meeting

2.5.1. Participation of shareholders and administrators

2.5.2. Duties

2.5.3. Convening notice, documentation, and dynamics

2.5.4. Nomination of board and fiscal council members

2.5.5. Rules for voting and shareholder register

2.5.6. Conflict of interest in the general meeting or shareholders’ meeting

2.6. Transfer of control

2.7. Policy for the distribution of profits

3. Board of directors

3.1. Duties

3.2. Composition of the board of directors

3.2.1. Selection and qualification of board members

3.3. Independence of board members

3.4. Term of office

3.5. Time availability

3.6. Chairman or chairwoman of the board

3.7.1. Composition of board committees

3.7.2. Qualifications and commitment

3.8. Audit committee

3.9. Governance officer and the corporate governance area

3.10. Evaluation of the board and of the executive management board

3.10.1. Evaluation of the board and its members

3.10.2. Evaluation of the chief executive officer and the executive management

3.11. Succession Planning

3.12. Integration and continuing education of board members

3.13. Board interlocking

3.14. Compensation of board members

3.15. Budget of the board and external consulting

3.16. Internal regiment

3.17. Board meetings

3.17.1. Schedule and agendas

3.17.2. Material preparation for meetings

3.17.3. Behavioural aspects

3.17.4. Guests to board meetings

3.17.5. Exclusive sessions

3.17.6. Preparation and disclosure of minutes

3.18. Confidentiality

3.19. Relationships

3.20. advisory board

4. Executive management

4.1. Duties

4.2. Nomination of executive management members

4.3. Evaluation of the executive management

4.4. Compensation of the executive management

4.5. Relationships

5. Supervisory and control bodies

5.1. Fiscal council

5.2. Independent auditors

5.2.1. Independence

5.3. Internal auditors

5.4. Risk management

5.5. Internal controls

5.6. Compliance

6. Conduct

6.1. Code of conduct

6.2. Whistleblower channel

6.3. Organisational policies

6.3.1. Related party transactions

6.3.2. treatment of insider information

Glossary

Index