Centauro is committed to maintaining high standards of corporate governance practices, based on principles that favor transparency, equal shareholder treatment, accountability, corporate responsibility and respect for shareholders.
The corporate governance practices we adopt are recommended by the Brazilian Institute of Corporate Governance (IBGC), as described below:
(i) The Company’s capital stock is divided into common shares only, providing voting rights to all shareholders;
(ii) The General Shareholders’ Meeting is entitled to resolve on matters concerning (i) capital increases or decreases; (ii) the election and dismissal, at any time, of Board of Directors and Fiscal Council members (when installed); (iii) the approval of accounts presented by management and the examination, discussion and voting on annual financial statements; (iv) the approval of the overall management compensation; and (v) the resolution, according to management proposal, on the profit allocation for the year and dividend distribution to shareholders.
(iii) The agenda of the General Shareholders’ Meetings and all corresponding documents, in the maximum amount of detail, must be provided to the general public and made available on the date of the meetings’ first call, not including “other matters”, and are accompanied, whenever required by the CVM, a management proposal with detailed information on each item contained in the agenda (these proposals must be made available on the Company’s website and sent to the CVM and B3 (starting when the Company’s shares are traded on the stock exchange);
(iv) The Bylaws provide clear and objective rules for shareholders to vote at the General Shareholders’ Meeting;
(v) The Bylaws determine, in a clear and objective manner, the responsibilities of each body and of the General Shareholders’ Meeting;
(vi) The Company must send to the CVM and B3 (starting when the Company’s shares are traded on the stock exchange) the complete version of all minutes to the General Shareholders’ Meetings;
(vii) In the event of direct or indirect sale of control, the acquirer of the control shares is obliged to make a public tender offering for the acquisition of remaining shares from shareholders, in order to offer equal treatment given to the acquiring shareholder of the controlling shares;
(viii) The Company must hire an independent audit firm to analyze the financial statements;
(ix) The members of the Board of Directors, which is composed of 7 (seven) effective members and up to 7 (seven) alternates, must have a unified term of 2 (two) years with the possibility of reelection;
(x) The Chairman of the Board of Directors and Chief Executive Officer or President positions may not be combined by the same person;
(xi) The Company must have a Disclosure Policy for Material Acts or Facts, which provides for the Investor Relations Officer as the key spokesperson;
(xii) The adoption of a trading policy with shares issued by the Company, approved by the Board of Directors and with control mechanisms to enable its compliance;
(xiii) The Company must have a Code of Conduct, applicable to all employees;
(xiv) The Bylaws msut have provisions for the establishment of a Fiscal Council;
(xv) The Bylaws must contain clear provisions on how to (a) convene Shareholders’ Meetings; and (b) elect, dismiss and the term of office for Board Members and Directors;
(xvi) At the beginning of each fiscal year, the Company must disclose a schedule of all its corporate events for such (starting when the Company’s shares are traded on the stock exchange);
(xvii) The Company must require all members of the Board of Directors and Executive Board to inform the Investor Relations Officer, B3 (starting when the Company’s shares are traded on the stock exchange) and the CVM, from time to time, the number of shares they hold that were issued by the Company and the tradings that have been carried out with such shares;
(xviii) The Company must carry out, with transparency, the public disclosure of the annual management’s report;
(xix) Members of the Board of Directors must have access to information and facilities; and
(xx) The Bylaws must provide for resolution of conflicts between the Company, its shareholders, administrators and members of the Fiscal Council (when installed) by means of arbitration measures.