Brazil – GT Interagentes (Interagents Working Group)

Brazilian Corporate Governance Code – Listed Companies – 2016.

Covering:

Foreword

Introduction

Chapter 1 – Shareholders

1. Shareholding Structure
2. Shareholders’ Agreements
3. Shareholders’ Meeting
4. Anti-takeover measures
5. Change of control
6. Management opinion in tender offers
7. Profit allocation policy
8. Mixed-capital companies

Chapter 2 – Board of Directors

1. Duties
2. Composition of the board of directors
3. Chairman of the board
4. Evaluation of the board and board members
5. Succession planning
6. Integration of new board members
7. Compensation of the board members
8. Charter of the board of directors
9. Meetings of the board of directors

Chapter 3 – Executive Management

1. Duties
2. Appointment of executive members
3. Evaluation of the CEO and executive management
4. Executive management compensation

Chapter 4 – Supervisory and Control Bodies

1. Audit committee
2. Fiscal council
3. Independent audit
4. Internal audit
5. Risk management, internal controls, and integrity/compliance

Chapter 5 – Ethics and Conflict of Interest

1. Code of conduct and reporting channel
2. Conflict of interest
3. Related-party transactions
4. Securities trading policy
5. Contributions and donations policy