Overview

Corporate Governance Overview

Corporate Governance Practices and Level 2 of Bovespa

Multiplan's goal is to constantly improve its corporate governance practices by means of information transparency, equal treatment to all investors and an efficient and professional management team.

The Company organizes meetings and conference calls with investors and analysts in Brazil and abroad and is constantly in contact with shareholders and potential investors by telephone, email and website (ir.multiplan.com.br). The IR team holds meetings with the Association of Investment Analysts and Professionals of the Capital Market (APIMEC) in Rio de Janeiro and Sao Paulo. Multiplan continues investing in their relationships with investors, looking for new alternatives and different tools of communication.

The “Code of Best Practices in Corporate Governance of”, published by the Brazilian Institute of Corporate Governance (IBGC), provides the guidelines for all types of companies to (i) increase their value; (ii) improve their performance; (iii) facilitate their access to capital at lower costs; and (iv) contribute to their perpetuation. The basic inherent principles in this practice are transparency, fairness, accountability and corporate responsibility. From among the corporate governance practices recommended by the IBGC’s code, Multiplan has adopted the following:

  • policy of "one share equals one vote";
  • hiring of an independent auditing firm to analyze the balance sheet and financial statements. This firm cannot be hired to provide other services to ensure total independence;
  • Bylaws* to clearly define the (i) means of calling a shareholders’ meeting; (ii) powers of the Board of Directors and the Executive Board; (iii) voting system , election, removal and office term of members of the board of directors;
  • transparency in disclosing the management´s annual reports;
  • call notices of shareholders meetings and the relevant documentation, detailing the items in the agenda, to be made available from the date of the first call notice. Shareholders’ meetings must be held at a time and place that allows the maximum number of shareholders to be present;
  • provision in the bylaws* for shareholders to abstain from voting in case of conflict of interest;
  • prohibit the use of insider information and a policy of disclosing relevant information;
  • provision in the bylaws* to use arbitration to settle possible disputes between Multiplan and its shareholders;
  • dispersion of shares (free float) to enhance their liquidity;
  • at least 20% of the Board of Directors should be composed of independent members (without any relation with the Company and the majority shareholder);
  • board members with experience in operational and financial matters and with experience on other boards of administration;
  • availability of access to the terms of shareholders agreement to all other shareholders of Multiplan; and
  • provision in the bylaws* prohibiting access to information and voting rights to board members in situations of conflict of interest.

Multiplan signed the Agreement of Adherence to Bovespa’s Level 2 Better Practices of Corporate Governance by which the Company, the board members and directors and the majority shareholders undertake to comply with all the requirements relating to the differentiated practices of corporate governance established by the Bovespa for listing its Common Shares at Level 2 of Corporate Governance.

With this agreement, Multiplan’s stppingup into the Novo Mercado is still subject to the following additional requirements: (i) conversion of all its preferred shares into common shares, as required by the Novo Mercado regulations, (ii) signing of the Agreement terms of admission to the Novo Mercado with Bovespa.

Rights of Multiplan’s Common Shares

The common shares issued by Multiplan guarantee their holders the rights, advantages and the restrictions provided by Brazilian Corporate Law, Regulations of Level 2 of Corporate Governance and the Company´s Bylaws*, which include:

  • the right to vote at the Company´s Shareholders Meetings where each share corresponds to one vote;
  • the right to the minimum mandatory dividend in each fiscal year, equivalent to 25% of net profit adjusted according to the terms of article 202 of the Brazilian Corporate Law;
  • in case of divestiture, the right to sell their shares under the same conditions guaranteed to the selling majority shareholder, either directly or indirectly, remunerated both by means of a single operation or through successive operations (tag along at 100% of the price); and
  • the right to full receipt of dividends and other earnings of any kind that may be declared by the Company.

Regulation of the Brazilian Securities Market

The Brazilian securities markets are regulated by the CVM, which has regulatory authority over the stock exchanges and securities markets, by the National Monetary Council and by the Central Bank, which has, among other powers, licensing authority over brokerage firms and regulates foreign investment and foreign exchange transactions. The Brazilian securities markets are governed by the principal law governing the Brazilian securities markets, by the Brazilian Corporation Law, and by regulations issued by the CVM, the CMN and the Central Bank. These laws and regulations provide for, among other things, disclosure requirements, restrictions on insider trading and price manipulation and protection of minority shareholders.

Under the Brazilian Corporation Law, a company is either publicly held and listed, a “Companhia aberta”, or privately held and unlisted, a “Companhia fechada”. All listed companies are registered with the CVM and are subject to reporting and regulatory requirements. To be listed on the Bovespa, a company must apply for registration with the Bovespa and the CVM and is subject to regulatory requirements and information publishing requirements.

A company registered with the CVM may trade its securities either on the Brazilian exchange markets, including the Bovespa, or in the Brazilian over-the-counter market. Shares of companies listed on the Bovespa may not simultaneously trade on the Brazilian over-the-counter market. The shares of a listed company may also be traded privately, subject to several limitations.

The Brazilian over-the-counter market, whether or not organized, consists of trades between investors through a financial institution registered with the CVM, and authorized to trade in the Brazilian capital market. No special application, other than registration with the CVM, is necessary for securities of a public company to be traded in the non-organized over-the-counter market. The CVM must receive notice of all trades carried out in the Brazilian over-the-counter market by the respective intermediaries.

The trading of securities on the Bovespa may be suspended at the request of a company in anticipation of a material announcement. Trading may also be suspended on the initiative of the Bovespa or the CVM, among other reasons, based on or due to a belief that a company has provided inadequate information regarding a significant event or has provided inadequate responses to inquiries by the CVM or the Bovespa.

Disclosure and Use of Information

Pursuant to CVM Rule # 358, of January 3, 2002, the CVM revised and consolidated the requirements regarding the disclosure and use of information related to material facts and acts of publicly held companies, including the disclosure of information in the trading and acquisition of securities issued by publicly held companies.

Such requirements include provisions that:

  • establish the concept of a material fact that gives rise to reporting requirements. Material facts include decisions made by the controlling shareholders, resolutions of the general meeting of shareholders and of management of the Company, or any other facts related to the Company’s business (whether occurring within the Company or otherwise somehow related thereto) that may influence the price of its publicly traded securities, or the decision of investors to trade such securities or to exercise any of such securities’ underlying rights;
  • specify examples of facts that are considered to be material, which include, among others, the execution of shareholders’ agreements providing for the transfer of control, the entry or withdrawal of shareholders that maintain any managing, financial, technological or administrative function with or contribution to the Company, and any corporate restructuring undertaken among related companies;
  • oblige the officer of investor relations, controlling shareholders, other executive officers, members of its board of directors, members of the audit committee and other advisory boards to disclose material facts;
  • require simultaneous disclosure of material facts to all markets in which the corporation’s securities are admitted for trading;
  • require the acquirer of a controlling stake in a corporation to publish material facts, including its intentions as to whether or not to de-list the corporation’s shares, within one year;
  • establish rules regarding disclosure requirements in the acquisition and disposal of a material stockholding stake; and
  • restrict the use of insider information.

Investment in Multiplan’s Common Shares by Non-residents of Brazil

Investors residing outside Brazil, including institutional investors, are authorized to purchase equity instruments, including Multiplan’s common shares, on Bovespa provided that they comply with the registration requirements set forth in Resolution No. 2,689 of the National Monetary Council, which the Company refers to as Resolution 2,689, and CVM Instruction No. 325.

With certain limited exceptions, under Resolution 2,689 investors are entitled to carry out any type of transaction in the Brazilian financial capital market involving a security traded on a stock exchange, futures exchange or organized over-the-counter market. Investments and remittances outside Brazil of gains, dividends, profits or other payments under Multiplan’s common shares are made through the new unified exchange rate market.

In order to become a Resolution 2,689 investor, an investor residing outside Brazil must:

  • appoint a representative in Brazil with powers to take actions relating to the investment;
  • appoint an authorized custodian in Brazil for the investments, which must be a financial institution duly authorized by the Central Bank and CVM; and
  • through its representative, register itself as a foreign investor with the CVM and the investment with the Central Bank.

Securities and other financial assets held by foreign investors pursuant to Resolution 2,689 must be registered or maintained in deposit accounts or in the custody of an entity duly licensed by the Central Bank or the CVM. In addition, securities trading by foreign investors is generally restricted to transactions involving securities listed on Brazilian stock exchanges or traded in organized over-the-counter markets licensed by the CVM.

Last updated on 2016-11-08T17:25:24
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