Overview

Corporate Governance Practices

Ouro Verde is committed to maintaining high standards of corporate governance, based on principles that emphasize transparency, equal treatment for all shareholders, accountability, corporate responsibility and respect for shareholders. It will sign an agreement with BM&FBOVESPA - Bolsa de Valores, Mercadorias e Futuros S.A. for listing on the Novo Mercado trading segment.

In addition, it utilizes the corporate governance practices recommended by the Brazilian Institute of Corporate Governance (IBGC), as described below:

  1. The capital stock is only divided among common shares, providing voting rights to all shareholders;
  2. The Shareholders’ Meeting has the jurisdiction to resolve on (i) increases or reductions in capital stock (except for increases within the limit of the authorized capital) and on changes to the Bylaws; (ii) the election and removal, at any time, of members of the Board of Directors and Fiscal Council (if implemented); (iii) the approval of accounts presented by management and approval of financial statements; (iv) any transformation, division, dissolution or liquidation involving the Company; (v) the approval of aggregate compensation for management; and (vi) the approval of plans to grant stock options;
  3. The agenda for shareholders’ meetings and the relevant documentation, with as much detail as possible, are made public and provided on the date of the first call, and do not include the "other matters" item. They are accompanied, whenever required by CVM guidelines, with management‘s proposals, with detailed information about each included item (with these proposals made available on the Company’s website and sent to the CVM and the BM&FBOVESPA);
  4. The Bylaws provide clear and objective rules for shareholder voting during the Shareholders’ Meeting;
  5. The Bylaws clearly and objectively state the matters that are the responsibility of each governing and advisory body and the Shareholders’ Meeting;
  6. The Company registers, whenever required by shareholders, the occurrence of dissenting votes;
  7. It sends all of the minutes of the shareholders‘ meetings, in their entirety, to the CVM and BM&FBOVESPA;
  8. In the event of the direct or indirect sale of its controlling interest, the acquiring party is required to carry out a public offer to purchase the shares of all shareholders, in order to provide the same treatment to them that was provided to the shareholder selling the controlling interest;
  9. Ouro Verde hires an independent audit firm to analyze its balance sheets and other financial statements;
  10. The members of its Board of Directors, which is composed of five to nine members, have a unified mandate of two years, with reelection being permitted;
  11. The CEO cannot hold the position of Chairman of the Board of Directors;
  12. Ouro Verde has a disclosure policy for material facts and acts, which identifies the Investor Relations Officer as its chief spokesperson;
  13. It has adopted a negotiation policy for its shares, approved by the Board of Directors, and it has controls that ensure compliance;
  14. It has a code of conduct that must be observed by all employees, executive officers and members of the Board of Directors and the Fiscal Council (when implemented);
  15. The Bylaws contain provisions for the implementation of a Fiscal Council;
  16. The bylaws contain clear provisions for the manner in which (a) to convene its shareholders‘ meetings; and (b) to elect, dismiss and establish the terms in office for board members and executive officers;
  17. The Bylaws do not provide for the election of alternate members to the Board of Directors;
  18. A schedule is released at the beginning of each fiscal year specifying all of the corporate events planned for that year;
  19. Ouro Verde requires all of the members of its Board of Directors, Management and Committees to periodically inform the Investor Relations Officer, the BMF&Bovespa and the CVM of the amount of shares issued by the Company that they hold and any negotiations that may have been carried out with such shares;
  20. Ouro Verde performs, in a transparent manner, the public disclosure of the annual report by its management;
  21. The members of its Board of Directors have free access to its facilities and information; and
  22. The Bylaws provide for the resolution of conflicts between Ouro Verde, its shareholders, its management and members of its Fiscal Council (if implemented) through arbitration.

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Rua João Bettega, 5700 - CIC
Curitiba - Paraná - Brazil - CEP 81350-000
Phone: +55 (41) 3239-7000
Fax: +55 (41) 3239-7077
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