B3 Level 2 Corporate Governance Listing Regulations
SulAmérica joined B3 Level 2 Corporate Governance Practices on September 12, 2007 and obtained its registration as a publicly held company from the Brazilian Securities and Exchange Commission (CVM) on October 3, 2007. The Company’s units (B3: SULA11) have been traded on the B3 since October 5, 2007 and are included in the portfolios of the following indices: Brasil Index – IBrX, B3 Financeiro index – IFNC, Small Cap index – SMLL, Differentiated Tag-Along index – ITAG, Differentiated Corporate Governance index – IGC, Corporate Governance Trade index – IGCT, Dividend index – IDIV and Amplified Brazil index – IBRA. SulAmérica is also an index component of the Dow Jones Sustainability Index (DJSI), included in the Dow Jones Sustainability Emerging Markets Index portfolio, and of FTSE4GOOD Index Series, both designed to measure the performance of companies demonstrating strong Environmental, Social and Governance (ESG) practices.
The Company constantly searches for new measures to enhance communication with financial markets and investors, as well as ensure transparency through public meetings and a calendar of annual corporate events. Further, in order to advise the Board of Directors, the Governance and Disclosure Committee was created in part to monitor and supervise obligations established in the Level 2 Regulation adopted by the Company.
Brazilian Corporate Governance Institute – IBGC
The Company is committed to the IBGC Code of Best Practice of Corporate Governance recommendations, which define corporate governance as the system through which companies are directed and monitored and incentivized and also involves relationships between shareholders, board of directors, management, auditors and the Fiscal Council, if necessary. The corporate governance practices of IBGC consist of four basic principles:
- Transparency: the Company should foster a willingness to communicate not only economic and financial performance, but also all other facts (albeit intangible) that influence business activity;
- Equality: fair and equal treatment of all groups, employees, customers, suppliers or lenders;
- Accountability: the responsibility for activities must be taken by corporate governance agents, who were elected, and they must assume full responsibility for their actions;
- Corporate responsibility: corporate responsibility represents a broader view of business strategy, with the incorporation of social and environmental considerations and factors in the definition of the business and operations of companies.
Disclosure and Use of Information
SulAmérica has a Policy on Disclosure of Material Acts or Facts and on Securities Trading that aside from the requirements of the CVM Instruction 358 adopts procedures to protect the rights of minority shareholders, such as the participation of independent auditors and consultants that have access to material information, and the binding of employees and related parties to remain to the policy for up to five years after severing ties with the company.
Since 2008, the Board of Directors of the Company has the support of the Governance and Disclosure Committee for the material facts or acts disclosure process and negotiation, aligned with Corporate Governance best practices.
To maintain good corporate governance practices, SulAmérica adopts a 15-day blackout period prior to the public disclosure of financial statements, thus ensuring that the communication of information is equal for all stakeholders. During this period, the company does not disclose inside information about the Company’s results, and only the professionals who have access to such information are the ones involved in its preparation. In order to facilitate the market’s surveillance of SulAmérica’s activities, the Company’s routine information is communicated normally during the blackout period. The Company blackout periods are accompanied by restriction periods on the trading of shares by employees and management.
Arbitration Clause for Conflicts Resolution through Arbitration
In accordance with Article 47 of the Company’s Bylaws and Section XIII of the Corporate Governance Level 2 Listing Regulations, the Company, its shareholders, administrators and Fiscal Council members are obliged to resolve through arbitration, before the Market Arbitration Panel (subject to the arbitration rules of the panel), any dispute or controversy, such as those related to or arising from the Corporate Governance Level 2 Listing Regulations, the Participation Contract in Corporate Governance Level 2, the Sanctions Regulation, the Arbitration Clauses and in particular, its application, validity, effectiveness, interpretation, violation and its effects, the provisions in Law No. 6.404/76, the bylaws of the Company, the rules issued by National Monetary Council as well as the Brazilian Central Bank, the CVM, and other rules or regulations applicable to the functioning of capital markets in general.
The Company has Directors and Officers Liability Insurance (D&O) for management (members of the Board of Directors, Executive Officers, members of the statutory advisory committees, and others).
The organization chart below shows the main authorities in the Company’s Corporate Governance system:
Last update: March 11, 2020