Policies

Corporate Governance Policies

Dividend Policy

The Brazilian Corporation Law and the Company’s bylaws require the shareholders’ ordinary general meeting to be held no later than April 30 of each year in which the shareholders must, among other things, decide about the distribution of the annual dividends. All shareholders are entitled to receive the dividends on the date when the dividends were declared.

The Company’s shareholders decide about the Board of Directors proposal to allocate the net income for the prior year. The Brazilian Corporation Law defines “net profits” for any fiscal year as net income for that fiscal year, net of any accumulated losses from prior fiscal years, income tax and social contribution taxes and any amounts allocated to the participation of its employees and management in Multiplan’s net profits in such fiscal year.

Multiplan´s mandatory dividend is of at least 25% of the adjusted net income, under the terms of the Brazilian Corporate Law and the Company’s bylaws, determined in the unconsolidated financial statements. The yearly distribution of dividends, including dividends in excess of the minimum mandatory dividend, requires approval by a majority vote of the holders of Multiplan’s common shares and will depend on many factors. These factors include the Company’s operations results, financial standing, cash requirements, future prospects and other factors deemed relevant by Multiplan’s Board Of Directors and shareholders.

Historical Payment of Dividend and Interest on Capital Stock

  2008 2009 2010 2011 2012 2013 2014 2015
Dividends (R$ M) 20.0 60.9 102.9 49.0 58.7 0.0 19.9 0.0
Interest on shareholder's equity (R$ M) 0.0 0.0 0.0 100.0 125.0 135.0 155.0 225.0
Total Distribution (R$) 20.0 60.9 102.9 149.0 183.7 135.0 174.9 225.0
Dividends per share (R$) 0.1362 0.3404 0.5783 0.2752 0.3297 0.0 0.8242 0.0
Interest on shareholder's equity per share (R$) 0.0 0.0 0.0 0.5618 0.7008 0.7173 0.1059 1.1958
Total Distribution per share (R$) 0.1362 0.3404 0.5783 0.8370 1.0305 0.7173 0.9300 1.1958
% of adjusted net income 25.0% 36.0% 50.0% 47.5% 50.0% 50.0% 50.0% 64.7%

* Adjusted net income = net income after legal reserve.

POLICY FOR TRADING OF SECURITIES ISSUED BY MULTIPLAN EMPREENDIMENTOS IMOBILIáRIOS S.A.

Click to download the full PDF of the Trading Policy of Multiplan’s Securities.

1. OBJECTIVE

This Manual consolidates the rules and procedures to be complied with by (i) the Controlling Shareholders, Directors and Members of Company Audit Committee, as well as by any member of a body assigned technical or consulting functions established under provisions of corporate by-laws; (ii) Employees with access to Privileged Information; and, also (iii) by any person who, by virtue of his/her position, function or office in the Controlling Shareholder or Controlled Companies, happens to acquire Privileged Information about the Company, in order to ensure conformity with the best securities trading practices.

All individuals required to fulfill the duties and obligations established in this Manual shall base their behavior relative to any matters of interest to the Company in good faith, loyalty and truth, and shall be fully aware that transparent, accurate and timely information disclosed to the market in a uniform and equitable way constitutes the main tool investors have available to ensure the best return on their investments. Competition between investors must come from the analysis and interpretation of relevant information, and not from privileged access to this information.

2. DEFINITIONS

The terms and expressions used in this Manual and listed below shall have the following meaning:

  • "Controlling Shareholder": the shareholder or group of shareholders bound by a shareholders' agreement or under common control exercising powers to control Company business under provisions of Law 6,404/76 and subsequent amendments.
  • "Officers": Directors and members of the Company's Board of Directors and their respective substitutes.
  • Market Entities: the stock exchanges or organized over the counter market entities in which Company securities are or will be accepted for trading, as well as the equivalent entities in other countries
  • "Company" or "Multiplan": Multiplan Empreendimentos Imobiliários S.A
  • "Members of the Audit Committee": the officer and substitute members of the Company's Audit Committee, when such Committee has been called to convene, duly appointed by the General Ordinary Meeting of Shareholders.
  • "CVM": Comissão de Valores Mobiliários (Securities Commission
  • "Investor Relations Officer": Elected officer in charge of providing information to investors, to CVM and to Market Entities and updating Company registering with CVM.
  • "Former Officers": Officers who have ceased to take part in Company management.
  • "Employees with access to Privileged Information": Company employees, who by virtue of his/her position, function or office in the Company have access to Privileged Information.
  • "Privileged Information": all and every information about the Company, or its Controlled Companies, that still has not been disclosed to investors and which could have a significant impact on the quotation of Company securities.
  • "CVM Instruction 358/02": CVM Instruction 358, dated January 3, 2002, providing on the disclosure and use of information on Relevant Acts or Facts related to corporations, as well on trading of securities issued by corporations pending a relevant fact that was not disclosed to the market, among other issues, with amendments introduced by CVM Instruction 369/02, and other instructions that may be issued by CVM during the term of this document.
  • "Related Individuals": individuals with the following ties with Company Officers and Members of the Audit Committees: (i) spouses, from whom an Officer or member of the Audit Committee is not legally separated, (ii) domestic partners (a); (iii) any dependent included in his/her annual tax filing; and (iv) companies directly or indirectly controlled by the Officers, Members of the Audit Committees or by a Related Individual.
  • "Controlled Companies": companies as in whose capital the Company, either directly or indirectly, owns shareholder rights permanently ensuring it powers to prevail in corporate decision making and the power to elect the majority of officers.
  • "Statement of Adherence": statement of adherence to this Manual to be drafted and signed according to the model presented in Attachment I hereto, in conformity with requirements of articles 15, § 1, item I and 16, § 1 of CVM Instruction 358/02.
  • "Securities": shares, debentures, subscription bonuses, receipts and subscription rights, promissory notes, purchase or sale options, indexes and derivatives of any kind, or yet, any other securities or collective investment contracts issued by the Company, or related to them, classified as securities by legal definition.
3. COMPANY SECURITIES TRADING POLICY

3.1. Periods of Restriction to Trading

The Company, Officers, Members of the Audit Committee, Employees with access to Privileged Information, Controlling Shareholders, Controlled Companies and individuals who, by virtue his/her position, function or office in the Controlling Shareholder or in the Controlled Companies, may have access to Privileged Information about the Company who have signed the Statement of Adherence, shall not trade Company Securities in the periods of restrictions to trading of Securities, as may be determined by the Investor Relations Officer ("Period of Restriction to Trading").

The Investor Relations Officer shall not be obliged to inform the reasons that have prompted him/her to establish a Period of Restriction to Trading, and the above mentioned individuals shall treat this decision as confidential.

3.2. Restriction to Trading Pending Disclosure of a Relevant Act or Fact

Securities shall no be traded (a) on behalf of the Company; (b) on behalf of the Controlling Shareholders, Officers, Members of the Audit Committees and Employees with access to Privileged Information, and also, (c) on behalf of any individuals who, by virtue of their position, function or office in the Controlling Shareholder or in the Controlled Companies who have signed the Adherence Statement, may have access to Privileged Information about the Company, up to the moment when said Company discloses the information to the market as a Relevant Act or Fact, in the following cases:

  • (i) whenever a Relevant Act or Fact pertaining to Company businesses arises;
  • (ii) (a) during a process of acquisition or divestment of Securities by the Company itself, its Controlled Companies or any other enterprise under common control; (b) whenever an option or powers have been granted for this purpose, exclusively on the dates in which the Company itself trades or reports to any Market Entity that it intends to trade Securities issued by the Company itself; and
  • (iii) Due to the intent to promote the takeover, total or partial split, merger, transformation or reorganization of Company shareholdings.

3.3. General Restrictions to Trading of Securities

The restrictions to trading determined herein shall not apply to transactions involving Treasury shares through private negotiation and linked to the exercise of a purchase option, in accordance with a plan to grant a shares purchase option approved by the general meeting of the shareholders of the Company, and possible repurchase of such shares by the Company, also by means of private negotiations.

The restriction to trading referred to in item 3.2 above, shall also not apply to the Company itself, the Controlling Shareholder, Officers, Members of the Audit Committees and Employees with access to Privileged Information, as of the date of signing of the Adherence Statement, when conducting transactions within the scope of the Trading Policy described in this Manual.

In order to enjoy the benefits here established in line with CVM rules, transactions conducted by the individuals referred to above, within the scope of the Trading Policy, shall be conducted as a long term investment meeting at least one of requirements described below:

  • i) Subscription or purchase of shares as a result of the exercise of options granted within the scope of a purchase option plan approved by the general meeting of shareholders;
  • ii) purchases by the Company object of a stock buyback program or cancellation or transfer to the Treasury; and
  • iii) Investment of variable compensation received as profit sharing in the purchase of Company Securities

3.4. Restrictions to trading after disclosure of a Relevant Act or Fact

In the events foreseen herein above, even after the disclosure of a Relevant Act or Fact, restriction to trading shall continue to exist, in case such trading, at the Company's discretion, is expected to interfere with the conditions of transactions with the Securities, resulting in losses to the Company itself or to its shareholders. This additional restriction shall be informed by the Investor Relations Officer.

3.5. Restriction to Trading in a Period Prior to the Disclosure of Quarterly and Annual Corporate Information and the Financial Statements

Company, Officers, Controlling Shareholders, Members of the Audit Committees, Employees with access to Privileged Information and also any individuals who by virtue of his/her position, function or office in the Controlling Shareholder or in Controlled Companies, may have Privileged Information about the Company and have signed the Adherence Statement shall not be allowed to trade Securities for a period of fifteen (15) days prior to disclosure of, as the case may be:

  • (i) Corporate quarterly information (ITR);
  • (ii) Corporate annual information (DFP and IAN); and
  • (iii) Company Financial Statements.

3.6. Restriction to Resolutions Pertaining to the Purchase or Divestment of Shares issued by the Company

The Board of Directors shall not be allowed to approve either the purchase or divestment of Securities issued by the Company while the information listed below is not disclosed to the public through a Relevant Act or Fact:

  • (i) signing of any agreement or contract aiming at transfer of Company controlling shareholding;
  • (ii) granting of an option or power of attorney for the purposes of the transfer of Company controlling shareholdings; or
  • (iii) intention to proceed with a takeover, total or partial split, merger, transformation or reorganization of shareholding involving the Company.

If after a stock buy back program is granted approval any fact arises meeting the conditions described above, the Company shall promptly suspend transactions with its own Securities until disclosure of the respective Relevant Act or Fact is completed.

3.7. Restriction to Trading Applicable to Former Officers

The Former Officers who leave Company management before public disclosure of a Relevant Act or Fact pertaining to businesses or a fact initiated during their office terms shall not be allowed to trade Company Securities:

  • (i) for a term of six (6) months after their withdrawal; or
  • (ii) before a full period of six (6) months from their withdrawal up to the disclosure by the Company to the market of the Relevant Act(s) or Fact(s) in question;

In the event foreseen in item (ii) if trading with the Securities, after the disclosure of the Relevant Act or Fact, might interfere with the conditions of the said deals, resulting in losses to the Company or Company shareholders, the Former Officers shall not be allowed to trade their Securities for the terms defined in item (i) above.

3.8. Restriction to Direct Trading

The restrictions to trading covered by this Manual shall also apply to direct or indirect trading by the Officers, Controlling Shareholders, Members of the Audit Committees, Employees with access to Privileged Information and also by any person who, by virtue of his/her position, function or office the Controlling Shareholder or in the Controlled Companies, has or may have gained access to Privileged Information about the Company and has signed the Adherence Statement, in the event such trading takes place through:

  • (i) enterprises they control or
  • (ii) third parties with whom they have signed a contract for the management of a portfolio of securities or trust.

Any trading conducted by investment funds holders of quotas of the individuals referred to above shall not be defined as indirect trading, and shall not be subject to the restriction set forth by this Manual provided that:

  • (i) such investment funds are not exclusive funds; and
  • (ii) the decisions made by investment fund managers in no way can be influenced by the owners of fund quotas.
4. CHANGE TO THE DISCLOSURE POLICY

Under a resolution passed by the Board of Directors, Company Securities Trading Policy may be amended in the following situations:

  • (i) whenever it may be expressly required by CVM;
  • (ii) because of any change made to the legal and statutory standards, in order to introduce the necessary adjustments;
  • (iii) Whenever in a process of assessment of the efficacy of enforced procedures, the need to introduce such amendments is evidenced by the Board of Directors.

Any amendment to Company Securities Trading Policy shall be reported by the Investor Relations Officer to CVM and to the Market Entities, in conformity with the applicable standards and to the individuals listed in item 6.1 below.

5. VIOLATIONS AND PENALTIES

Without prejudice to the penalties established by the law in force to be enforced by the competent authorities, in case of violation of the terms and procedures established in the Company's Securities Trading Policy, the Board of Directors shall enforce the disciplinary actions applicable within the scope of internal Company action which includes removal from office or severance of the guilty party in case of a serious violation.

If the applicable action falls within the legal scope of the authority granted by Company by-laws to the general meeting of shareholders, the Board of Directors shall call a general meeting to discuss the issue.

6. FINAL PROVISIONS

6.1 The Company shall send by registered mail to the Controlling Shareholder, Officers and Members of the Audit Committee, if an when the Audit Committee has been called to convene, a copy of this Company Securities Trading Policy requesting submission to the Company of a duly signed Statement of Adherence per Attachment I to this document, which shall be filed at Company headquarters.

  • 6.1.1 On signature of the instrument of investiture of the new officers, the said officers shall be required to sign the statement presented in Attachment I, and this Company Securities Trading Policy shall be presented to them.
  • 6.1.2 Communication of Company Securities Trading Policy as well as the requirement pertaining to signature of the statement presented in Attachment I to individuals who are not listed in item 6.1, above, shall be made before the said individuals engage in any trading with Securities issued by the Company.
  • 6.1.3 At corporate headquarters the Company shall keep available to CVM a list of the individuals referred to in this item 6.1 stating their respective qualifications, position or function, address and filing number at the National Register of Legal Entities or in the National Register of Natural Individuals, promptly updating such data whenever a change occurs.

6.2 This Company Securities Trading Policy shall be effective as of the date of respective approval.

7. CHANGE TO THE TRADING POLICY

7.1. Upon resolution passed by the Board of Directors, this Policy may be amended in the following situations:

  • (i) whenever it may be expressly required by CVM;
  • (ii)by virtue of any change made to the legal and regulatory rules, in order to introduce the necessary adjustments;
  • (iii)whenever in a process of assessment of the efficacy of enforced procedures, the Board of Directors deem necessary to introduce such amendments.

7.2. Any amendment this Policy shall be reported by the Investor Relations Officer to CVM and to the Market Entities, in conformity with the applicable standards, as well as to the individuals included in the list mentioned in item 9.1.2 below.

8. VIOLATIONS AND PENALTIES

8.1. Violation of the terms and provisions of this Policy may subject the guilty party to disciplinary actions, according to the Company’s resolution, without prejudice of any other applicable administrative, civil or criminal penalties, pursuant to the legal and regulatory provisions in effect.

8.2. Company Executive Board shall analyze any case of possible violation of this Policy.

  • 8.2.1. Once the prior analysis of eventual violations has been completed by the Executive Board, the Persons Bound by these rules shall be subject to the penalties which, at the discretion of the Board of Directors, may be enforceable pursuant to this Policy.
  • 8.3. The Bound Persons who fail to comply with any of the provisions of this Policy shall also be obliged to reimburse the Company and/or other Bound Persons, in full and without restrictions, for any and all losses, directly or indirectly, inflicted to the Company or to other Bound Persons, as a result of said violation.
  • 8.4. In case the violation is committed by a third party, which, by any means, gained access to Privileged Information, especially those who have a trade, professional or trust relation with the Company, such violation shall be construed as contract default, and the Company, free from any charges, shall be entitled to terminate the respective contract and to claim payment of the penalties provided therein, without prejudice to possible losses and damages.
  • 8.5. On becoming aware of any violation of its provisions, any individual familiar with the provisions of this Policy shall promptly report this event to the Investor Relations Officer and, where applicable, the last shall report this event to the Executive Board.
9. FINAL PROVISIONS

9.1. The Bound Persons shall expressly adhere to this Policy upon execution of the Statement of Adherence, which shall be filed at the Company’s headquarters.

  • 9.1.2. The Company shall keep at its headquarters, available to CVM, a list of the individuals who signed the Statement of Adherence and their respective qualifications, including their position or duties, address and filing number at the National Taxpayer Register of Legal Entities or in the National Taxpayer Register of Natural Individuals, promptly updating such data whenever a change occurs.

9.2. This Policy shall be complied with as of the date of respective approval by the Company’s Board of Directors.

RELEVANT ACT OR FACT DISCLOSURE POLICY

1. OBJECTIVE

The purpose of this Policy is to establish the information disclosure practices to be enforced by the Controlling Shareholders, Management and Members of the Audit Committee, if and when such Committee is called to convene, as well as by any individuals who, as a result of their position, function or office in the Company, may have access to insider information related to Relevant Act or Fact, as required by CVM Instruction 358, of January 3, 2002, as amended.

2. DEFINITIONS

Whenever initial letters are written in capital letters, in their singular or plural form in this document, the terms listed below shall have the following meaning:

  • "Controlling Shareholder": The shareholder or group of shareholders bound by a shareholders agreement or under common control with actual controlling power in the Company, as per Law 6.404/76 and subsequent amendments.
  • "Managers": the Directors, members and deputies of the Company Board of Directors.
  • "Relevant Act of Fact": any resolution passed by the Controlling Shareholder, resolution of the general meeting of shareholders or meeting of Company management bodies, or any other act or fact of a political-administrative, technical, business or economic-financial nature that has occurred, or is related to corporate businesses, and could have a significant impact on (a) on the quotation of securities issued by the Company or pertaining to them, (b) investors decision to buy, sell or hold such securities and (c) investors decision to exercise any rights that are inherent to the ownership of securities issued by the Company or pertaining to such securities, especially, but not limited to, the acts or facts referred to in Attachment I hereto.
  • "Company": MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
  • "Members of the Audit Committee": the effective members and respective substitutes of Company Audit Committee, whenever such Committee has been called to convene, appointed by the General Ordinary Meeting of Shareholders.
  • "CVM": Comissão de Valores Mobiliários (Securities Commission).
  • "Investor Relations Officer": The Company Investor Relations Officer, responsible for the relationship with investors and for the enforcement and follow-up of Company Relevant Act or Fact Disclosure Policy.
  • "Market Entities": the stock exchanges or organized over the counter market entities in which Company securities are or will be accepted for trading, as well the as equivalent entities in other countries.
3. PRINCIPLES AND OBJECTIVES

Company Relevant Act or Fact Disclosure Policy is based on the following principles and objectives:

  • i) provide full information to shareholders and investors;
  • ii) ensure full and prompt disclosure of any Relevant Act or Fact;
  • iii) allow equal access to corporate public information to all shareholders and investors;
  • iv) safeguard the confidentiality of any undisclosed Relevant Act or Fact;
  • v) contribute to the stability and development of the Brazilian capital markets;
  • vi) consolidate good corporate governance practices in the Company.
4. DISCLOSURE PROCEDURES

4.1 Disclosure and communication to CVM and Market Entities of a Relevant Act or Fact through the institutional communication channels, as well as the enforcement of all other procedures outlined in this Manual shall be assigned to the Responsible Investor Relations officer.

4.2 The Relevant Act or Fact will be posted on a news website that provides – in a section available for free – the entire content of the Relevant Act or Fact. The aforementioned website is called "Valor Econômico" and can be accessed at www.valor.com.br.

  • 4.2.1 In addition to being posted on the news website, the Relevant Act or Fact must also be available for access at the Company's Investor Relations website (ri.multiplan.com.br), with at least the same contents as those sent to the CVM and the Market Entities.
  • 4.2.2 The Investor Relations Officer, may, optionally, order the publication of the Relevant Act or Fact on all major newspapers used regularly by the Company, which may be presented in summarized form, in which case there must be a reference to the websites on the Internet where the entire Relevant Act or Fact is available to all investors.
  • 4.2.3 The information presented shall be clear and accurate, using objective and direct language accessible to investors. Whenever any technical concept is used, which, at the discretion of the Investor Relations Officer, may be deemed to involve a higher degree of complexity, an explanation about such technical content shall be included in the text of the disclosed information.

4.3 In case of disclosure of a Relevant Act or Fact in any means of communication, which includes information disclosed to the press, or at meetings of class entities, to analysts or to a selected audience, either in the Country or abroad, the Investor Relations Officer shall simultaneously disclose such information to the market, as provided for in this Manual.

4.4 The Controlling Shareholder, the Management or the Members of the Audit Committee, if and when this body is called to convene, as well as any employee who main gain access to information about a Relevant Act of Fact and who have signed the statement presented in Attachment II, as provided for in item 6.3, shall be required to report to the Investor Relations Officer all and every Relevant Act or Fact they are aware of and know that Investor Relations Officer is still unaware of, and shall also verify if the Investor Relations Officer has taken the action required by this Manual for the disclosure of said information.

  • 4.4.1 The communication to the Investor Relations Officer referred to in item 4.4, above, shall be made by electronic mail to ri@multiplan.com.br.
  • 4.4.2 If the individuals referred to in this item 4.4 happen to perceive that the Investor Relations Officer has failed to fulfill his/her responsibilities in communicating and disclosing and no resolution has been passed determining that the confidentiality of Relevant Act or Fact must be kept, as provided for in Section 5 of this Manual, such individuals shall promptly send notice directly to the CVM about said Relevant Act or Fact in order to avoid liability imposed by the applicable regulations in case of any failure to disclose.

4.5 Whenever the CVM or Market Entities ask the Director in Changer for additional clarification about the communication and disclosure of the Relevant Act or Fact, or in case of an atypical oscillation of the stock price quote or traded quantity of securities issued by the Company, or related to them, the Investor Relations Officer shall seek information from individuals granted access to Relevant Acts or Facts, with the purpose of assessing if these individuals have any information that must be disclosed to the market.

  • 4.5.1 The members of Company management bodies and all other employees queried as provided for in this item 4.5 shall promptly answer to the questions presented by the Investor Relations Officer. If they are unable to meet personally with the Investor Relations Officer, or to talk to him by telephone on the same day the said Investor Relations Officer has become aware of the respective request from the CVM or Market Entities, the management and employees in question shall send an electronic mail with the pertinent information to ri@multiplan.com.br.

4.6 As a rule, the disclosure of a Relevant Act or Fact shall be made simultaneously to the CVM and Market Entities before the trade activities of such Markets open or close. When the securities issued by the Company are traded simultaneously in Brazilian and foreign entities, as a general rule, disclosure shall be made before the beginning or end of trading in all countries and, in case of incompatibility, Brazilian market trading hours shall prevail.

  • 4.6.1 If exceptionally disclosure of a Relevant Act or Fact during trading hours is mandatory, when communicating the Relevant Act or Fact the Investor Relations Officer may simultaneously request Brazilian and foreign Market Entities to interrupt trading of the securities issued by the Company, or related to them, for the time required for proper disclosure of the relevant information. The Investor Relations Officer shall submit proof to the Brazilian Market Entities that the request for suspension of trading was also submitted to Foreign Entities.

4.7 Any changes to the communication channels used by the Company to publish Relevant Acts or Facts will only take effect after (i) this Disclosure Policy is updated by decision of the Company's Board of Directors; (ii) the Company's registration form (formulário cadastral) is amended; and (iii) the change to the communication channel is published in the manner used by the Company at the time to publish its relevant facts.

5. EXEMPTION FROM DISCLOSURE

5.1 Exceptionally, the Relevant Acts or Facts may not be disclosed if the Controlling Shareholder or the Board of Directors understands that disclosure shall place Company legitimate interests at risk, and the procedures laid out in this document shall be enforced with the purpose of ensuring the confidentiality of such information.

5.2 In case the Relevant Act or Fact is related to transactions directly involving the Controlling Shareholders, said Controlling Shareholders shall be entitled to instruct the Director not to disclose the Relevant Act or Fact presenting the motives that have led to this decision.

5.3 In any of the circumstances listed below, the Controlling Shareholders or the Board of Directors through the Chairman of the Board, shall request the Investor Relations Officer to promptly disclose the Relevant Act or Fact that has been kept undisclosed:

  • i) the information has become known to third parties outside the Company and unrelated to the business objective of the Relevant Act of Fact;
  • ii) in the presence of substantial indication and well grounded concern about a breach of Relevant Act or Fact confidentiality; or
  • iii) in case of an atypical oscillation of the quotation, price or traded quantity of securities issued by the Company, or pertaining to them.
  • 5.3.1 If the Investor Relations Officer fails to take the action required for the prompt disclosure referred to in this 5.3, as required, the Controlling Shareholders or the Board of Directors through its Chairman shall enforce the above mentioned actions.

5.4 The Investor Relations Officer shall always be informed of any Relevant Act or Fact that has been kept confidential, and, jointly with all other individuals aware of such information, said Investor Relations Officer shall see to the enforcement of appropriate procedures to safeguard the required confidentiality.

5.5 Whenever those who are aware of a Relevant Act of Fact undisclosed have any doubts about the legitimacy of the non disclosure status of the information, as provided for in the applicable rules, this issue shall be submitted to CVM.

6. PROCEDURES AIMED AT SAFEGUARDING CONFIDENTIATILTY

6.1 The Controlling Shareholders, the Management and the Members of the Audit Committee, if and when this Committee is called to convene and all other Company employees shall preserve the confidentiality of information pertaining to Relevant Acts or Facts to which they may have had privileged access by virtue of his/her position or office, in conformity with the procedures established in this Section 6, until effective disclosure of such Relevant Acts of Facts, and shall also act so that trusted subordinates and third parties will act accordingly, being jointly liable with them in case of default.

6.2 For safeguarding of the confidentiality referred to in item 6.1, the individuals mentioned therein shall comply with, and act towards compliance with the following procedures, without prejudice of the enforcement of other actions that may be appropriate in face of each concrete action:

  • i) disclose the confidential information solely to those individuals with an actual need to know;
  • ii) refrain from disclosing the confidential information in the presence of third parties that are not aware of the content of the information, even if it is expected that said third party will be unable to infer the meaning of the conversation;
  • iii) refrain from discussing the confidential information in conference calls during which one cannot be sure about who will effectively be able to take part in such call;
  • iv) keep any type of documents pertaining the confidential information, including handwritten notes, locked in a safe or in a closed file cabinet, to which just individuals authorized to know the information will have access;
  • v) always generate password protected electronic documents and files pertaining to the confidential information;
  • vi) see to the internal circulation of documents containing confidential information in sealed envelopes to be directly delivered to the addressee;
  • vii) refrain from sending documents containing confidential information by facsimile transmission, unless it is absolutely certain that just the person authorized to see the information has access to the receiving fax machine;
  • viii) without prejudice to the liability of the person conveying the confidential information, require from any third party outside the Company who needs to know the information to sign a confidentiality and non disclosure agreement that shall specify the nature of the information and state that the said third party acknowledges the confidential nature of the information, and undertakes not to disclose it to any individuals and not to trade any securities issued by the Company before said information is disclosed to the market.

6.3 Whenever the confidential information needs to be disclosed to a Company employee or to any other individuals in any position, function of office in the Company, its controlling shareholder, controlled company or affiliates, who is not Management or member of the Audit Committee, the person in charge of conveying the information shall make sure that the person who will receive it is familiar with the Company's Relevant Act or Fact Disclosure Policy and require the signing of the statement presented in Attachment II before granting access to the information.

7. MONITORING OF THE DISCLOSURE POLICY

7.1 In face of a Relevant Act of Fact, the Investor Relations Officer shall check appropriate compliance with Company Relevant Act or Fact Disclosure Policy, promptly reporting any irregularity to the Board of Directors.

7.2 The accuracy and appropriateness of the text of the information disclosed to the market, as required by provisions of item 4.2.3 above, shall be verified by the Investor Relations Officer based on the assessment of the grounds underlying the requests for additional information submitted by CVM and Market Entities.

7.3 If any of the events referred to in item 5.3 above comes to pass entailing the need to disclose a Relevant Act or Fact that has been kept confidential, or in case of a breach of Relevant Act or Fact confidentiality before it is disclosed to the market, the Investor Relations Officer shall conduct internal investigations and verifications, questioning the involved parties who shall always respond to his/her request for information aimed at finding the motive that led to the breach of the confidential information.

  • 7.3.1 The conclusion reached by the Investor Relations Officer shall be sent to the Board of Directors for the required action, attached to any possible recommendations and suggestions of possible changes to Company Relevant Act or Fact Disclosure capable of preventing any breach of confidential information in the future.

7.4 The Investor Relations Officer shall monitor trading of securities issued by the Company, or related to them, adopting procedures to have any trading before the disclosure of a Relevant Fact to the market reported to him/her with the purpose of identifying any transactions prohibited by the law in force by any person who has information pertaining to the said Relevant Act or Fact. Any irregularities found shall be reported to the Board of Directors and to CVM.

8. AMENDMENT TO DISCLOSURE POLICY

8.1 Under a resolution passed by the Board of Directors, the Company Relevant Act or Fact Disclosure Policy may be amended in the following circumstances:

  • i) whenever CVM may expressly determine;
  • ii) as a result of changes made to applicable legal and regulatory standards in order to introduce the required adjustments;
  • iii) whenever in a process of assessment of enforced procedures the need to introduce such amendments is evidenced by the Board of Directors.

8.2 Any amendment to Company Relevant Act or Fact Disclosure Policy shall be reported by the Investor Relations Officer to CVM and to Market Entities, as required by applicable regulations, and to the individuals listed in item 10.1.3, below.

9. VIOLATIONS AND PENALTIES

9.1 Without prejudice of the penalties provided for by the law to be enforced by the competent authorities, in case of any violation of terms and procedures established in Company Relevant Act or Fact Disclosure Policy, the Board of Directors shall enforce the applicable disciplinary actions within the scope of Company authority, which may include removal from office or severance of the guilty party in case of a serious violation.

9.2 If the applicable action falls within the legal scope of the authority granted by Company by-laws to the general meeting of shareholders, the Board of Directors shall call a general meeting to discuss the issue.

10. OBJECTIVE

10.1 The Company shall send a copy of this Company Relevant Act or Fact Disclosure Policy by registered mail to the Controlling Shareholders, Managers and Members of the Audit Committee, if an when the Audit Committee has been called to convene, and to any individuals who, as a result of their office, function or position in the Company, Controlled Companies or Affiliates, may happen to have access to information pertaining to an Act or Relevant Fact, requesting, in return, submission to the Company of a duly signed statement of adherence as per Attachment II hereto, which shall be kept filed at the Company headquarters.

  • 10.1.1 On the signing of the instrument of investiture of new directors, the said directors shall be required to sign the statement presented in Attachment II, and this Company Relevant Act or Fact Disclosure Policy shall be presented to them.
  • 10.1.2 Communication of Company Relevant Act or Fact Disclosure Policy, as well as the request to sign the statement presented in Attachment II to individuals who are not referred to in 10.1 above, shall take place before any such person is given information about a Relevant Act or Fact, as provided for in item 6.3, above.
  • 10.1.3 the Company shall keep at corporate headquarters and available to the CVM a list of the directors referred to in this item 10.1 stating their respective qualification, position or function, address and filing number in the National Register of Legal Entities or in the National Register of Natural Persons, promptly updating such data whenever any changes occur.

10.2 This Company Relevant Act or Fact Disclosure Policy shall be complied with as of the date of respective approval.

ATTACHMENT I
  • 1.Signature of contract providing on the transfer of Company controlling interest, even if under a precedent or resolutory condition.
  • 2. Change to Company controlling interest, either upon signature, amendment or termination of a shareholders agreement.
  • 3. Signature, amendment or termination of a shareholders agreement to which the Company is a party or an intervening party, or annotated in Company on a specific Company book.
  • 4. Entry or withdrawal of a shareholder that has an operational, financial, technological cooperation contract or agreement with the Company.
  • 5. Authorization to trade securities issued by the Company in any foreign or domestic market.
  • 6. Decision to cancel listing of a corporation.
  • 7. Take over, merger or spin-off involving the Company or associated companies.
  • 8. Transformation or dissolution of the Company.
  • 9. Changes to the composition of Company assets.
  • 10. Change of accounting principles.
  • 11. Debt renegotiation.
  • 12. Approval of purchase option granting.
  • 13. Changes to the rights and advantages carried by securities issued by the Company.
  • 14. Splitting or grouping of shares or assignment of share bonus.
  • 15. Purchase of Company shares to be kept as Treasury shares or cancellation, and divestment of shares so purchased.
  • 16. Company profit or losses and assignment of results.
  • 17. Signature or termination of contract or, failure to enforce a contract, when expected achievement is known to the general public.
  • 18. Approval, amendment or cancellation of a project or delay in project implementation.
  • 19. Beginning, resumption or shutdown of manufacturing or marketing of a product or service rendering.
  • 20. Discovery, change or development of Company technology or resources.
  • 21. Changes to projections disclosed by the Company.
  • 22. Application for a judicial or extra-judicial recovery, application for or confession of bankruptcy or filing of a suit potentially capable of affecting Company economic-financial standing.
Last updated on 2016-11-11T11:22:37
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