Introdution

BM&FBovespa has three differentiated levels of corporate governance: Level 1, Level 2 and Novo Mercado. These levels differ from each other by their requirements. The Bank signed a Level 2 Listing Agreement, reinforcing its commitment to the good practices of corporate governance. Level 2 is a listing segment in BM&FBovespa destined to trading of shares issued by companies which voluntarily commit to adopt differentiated corporate governance practices and disclose additional information than already required by current legislation.

In addition to joining BM&FBovespa’s Level 2 segment, and among corporate governance practices recommended by IBGC in its Code of Best Practice of Corporate Governance, Banco ABC Brasil has adopted the following:

  • Apart from the rights laid down by the Brazilian Corporate Law, the Shareholders Meeting may decide on: (i) the election or removal of the members of the Board of Directors at any time; (ii) fixing the total remuneration of the Board of Directors and Executive Board, as well as the Fiscal Council, if installed; (iii) the amendment to the Bank’s Bylaws; (iv) transformation, amalgamation, spin-off, merger, dissolution and liquidation of the Bank; (v) the proposal presented by the management regarding the year’s profit allocation and dividend payment; (vi) the discontinuation of BM&FBovespa’s Level 2 practices; (vii) delisting of the publicly-held company from the CVM, except as provided in the Bylaws of Banco ABC Brasil; and (viii) any matter submitted for approval of the Board of Directors;
  • maintenance and disclosure of the register containing the number of shares each member has, identified by their names;
  • if the stock option plan results in the transfer of the shareholding control, the offer is mandatory to all shareholders and not just to the majority shareholder. All shareholders should have the option to sell their shares under the same conditions and the transfer of control should be done in a transparent manner;
  • hiring of independent audit firm to analyze the balance sheet and financial statements;
  • provision in the bylaws for the installation a Fiscal Council;
  • choice of venue for the Shareholders Meeting in order to facilitate the attendance of all members or representatives;
  • clear definition in the Bylaws (i) the method of summons for the Shareholder Meeting, and (ii) the method of election and term of office of the members of the Board of Directors and Executive Board;
  • non-election of alternate members;
  • free access to information and facilities of the Bank for the Board of Directors; and
  • resolution of conflicts the Bank may have with its shareholders, managers and Fiscal Council members, through arbitration.