Transparency, fairness, accountability and corporate responsibility are the principles that guide IGUÁ’s governance model.
For this purpose, the Company adopts procedures in line with the principles and guidelines of the Code of Best Corporate Governance Practices of the Brazilian Institute of Corporate Governance (IBGC). The Company also adopts the recommendations of the Regulations of the Bovespa Mais Listing Segment of the BM&FBovespa, which means applying governance standards similar to the companies listed into Novo Mercado Listing Segment.
Among the main practices incorporated by IGUÁ in recent years, the most important are:
- the Company’s capital stock is split solely into common shares, providing voting rights to all shareholders;
- in addition to the powers granted under the Brazilian Corporate Law, the Shareholders’ Meeting has the authority to resolve on the following: (a) to elect or remove, at any time, members of the Board of Directors or Fiscal Council members; (b) determination of the global annual compensation for the members of the Board of Directors and Executive Board, as well as the members of the Fiscal Council, if appliIGUÁle; (c) amendments to the Bylaws; (d) transformation, merger, division, dissolution or liquidation of the company; (e) allocation of bonus shares and decisions related to any grouping or splitting of shares; (f) plans to grant options for the purchase or subscription of shares to managers and employees of the Company, as well as the managers and employees of other companies that are directly or indirectly controlled by the Company; (g) proposals presented by the management about the appropriation of net income and the payment of dividends; (h) the election of the liquidator and the Fiscal Council that will operate during the liquidation period; (i) a delisting from the BOVESPA MAIS segment of the BM&FBOVESPA; (j) the cancellation of the Company’s open registry with the CVM, except as provided for otherwise in the Bylaws; (k) the selection of the specialized company responsible for preparing the appraisal report on the Company‘s shares in the event of a cancellation of its registration as a public company or a delisting from BOVESPA MAIS, in accordance with the Bylaws, from among the companies indicated by the Board of Directors; and (l) any matter referred to it by the Board of Directors;
- the maintenance and disclosure of the registry containing the number of shares that each partner holds, identifying them by name;
- the obligation to offer to buy shares that result from the transfer of shareholder control to all shareholders and not just those holding the controlling block. All shareholders must have the option to sell their shares under the same conditions. The transfer of control must be carried out at a transparent price. In the case of the sale of all of the controlling block, the purchaser must provide a public offering to all of the shareholders under the same conditions as those of the controlling shareholder (tag-along);
- the hiring of an independent auditing firm to analyze the Company’s balance sheets and financial statements;
- the statutory provision for the installation of a Fiscal Council;
- the selection of the location for holding the Shareholders’ Meeting in order to facilitate the presence of all of the shareholders or their representatives;
- a clear definition in the Bylaws of (a) the manner of convening the Shareholders’ Meeting, and (b) the manner of electing and dismissing the members of the Board of Directors and Executive Board, as well as their terms in office;
- transparency in the public disclosure of the annual report by management;
- free access to the information and facilities of the Company by the members of the Board of Directors; and
- the resolution of conflicts that might arise between the Company, its shareholders, its managers and members of the Fiscal Council, by arbitration.