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Additionally, Localiza seeks to comply with the Corporate Governance Guidelines suggested by IBGC (Brazilian Institute of Corporate Governance), as shown below:
YES | NO | NOTE: | |
---|---|---|---|
1 – TRANSPARENCY (DISCLOSURE) | |||
1.1 – Portuguese and english website | |||
1.2 – Public Investors meetings | |||
1.3 – Road-shows | |||
1.4 – Disclosure of relevant information and stock trading policy | |||
1.5 – Calendar of events | |||
1.6 – Immediate communication of relevant information through CVM/BM&FBovespa IPE/EmpresasNet) and Market | |||
1.7 – Conflict Resolution by Arbitration determined in Bylaws | |||
1.8 – Independent Audit | |||
2 – FAIRNESS | |||
2.1 – Code of Ethics | |||
2.2 – Listed in Novo Mercado | |||
2.3 – Tag-Along rights (100%) | |||
2.4 – Dividend Policy | |||
2.5 – Free-Float (Minimum of 25% of the shares) | |||
2.6 – Capital only represented by Common Shares | |||
2.7 – Adhesion to the Arbitration Chamber | |||
3 – ACCOUNTABILITY | |||
3.1 – Possibility of establishing the Fiscal Council | |||
3.2 – Board of Directors composed by 6 to 8 members | |||
3.3 – Two-year terms, with reelection allowed | |||
3.4 – Board of Directors members elected by minority shareholders | There was no indication of minority | ||
3.5 – Independent Directors | (more than 50%) | ||
3.6 – Board of Directors with pre-determined activities as per Internal Rules | |||
3.7 – Annual Report presents the Management participation in the Company’s Capital | |||
3.8 – Annual Report presents the Management’s individual or aggregated compensation | |||
3.9 – Financial Statements available according to the International Accounting rocedures | |||
3.10 – Auditing, Internal control (COSO) | |||
3.11 – The main executive is annually evaluated by Board of Directors | |||
3.11.1 – The Board of Directors approves the Management evaluation | |||
3.11.2 – The Board of Directors does its own evaluation and the Individual evaluation of each member of the Board | |||
3.12 – The compensation of the executive officers is structured in order to be tied to the Company’s results | |||
3.13 – The CEO and the Chairman of Board of Directors positions are performed by different persons | |||
3.14 – Availability of: | |||
3.14.1 – Related parties contracts disclosed through CVM | |||
3.14.2 – Stock Options Program | |||
4 – Compliance | |||
4.1 – We obey regulatory rules expressed in By-Laws, Internal rules and Legal Institutions in the Country | |||
4.2 – Committees | |||
4.2.1 – Audit, Risk Management and Compliance Committee | Report to the board of directors | ||
4.2.2 – Conduct Committee | Report to the CEO | ||
4.2.3 – Disclosure Committee | Report to the CFO | ||
4.2.4 – Personal Management and Compensation Committee | Report to the board of directors | ||
4.2.5 – Governance Committee | Report to the board of directors | ||
4.2.6 – Sustainability Committee | Report to the CEO |