Grupo Ser Educacional adopts the following practices from among the main corporate governance practices recommended by the Brazilian Institute of Corporate Governance (IBGC):
(i) The Shareholders’ Meetings have the power to, among other matters established by the applicable laws and regulations, resolve on the following: (a) changes to the bylaws; (b) to elect or remove, at any time, board members or tax advisors; (c) to review the accounts of management on an annual basis and resolve on the financial statements; and (d) to resolve on the Company‘s transformation, merger, incorporation, division, dissolution or liquidation;
(ii) The Board of Directors has responsibilities established by the Company’s Bylaws, including the establishment of strategies, the general orientation of the business to be carried out by the Executive Board and the election of the Executive Board’s members;
(iii) Grupo Ser Educacional has adopted a policy of disclosing material facts, which aims to prevent and punish insider trading, with the primary objective of ensuring high standards of conduct, greater transparency and fair access to information. We also have a Code of Ethics and a securities trading policy, among other corporate documents; and
(iv) The Bylaws estate that the Regulations of the Market Arbitration Chamber should be used to resolve disputes involving the Company and its shareholders and managers.
In 2000, B3 introduced three trading segments, with differentiated levels of corporate governance practices: Level 1, Level 2 and Novo Mercado, in order to encourage companies to follow best corporate governance practices and disclose more information than what is required by law. On May 10, 2011, the new Level 1, Level 2 and Novo Mercado listing segments came into force.
The listing segments are intended for the trading of shares issued by companies that voluntarily commit to comply with corporate governance practices and disclosure requirements that exceed those imposed by the Brazilian legislation. In general, these rules extend shareholders’ rights and enhance the quality of information provided to them.
The Novo Mercado is a special listing segment of the B3 stock market exclusively aimed at companies that meet the minimum requirements and accept to be subjected to differentiated corporate governance rules, including, among others:
- shares representing at least 25% of the capital stock must be outstanding;
- new members of the Board of Directors and the Executive Board must sign the Management Instrument of Consent, with investiture being conditioned to the signature of these documents, whereby the new managers commit to act in conformity with the Novo Mercado Listing Agreement, the Novo Mercado Monetary Sanctions Regulations, Regulations of the Market Arbitration Chamber and the Novo Mercado Listing Regulations, also serving as an Arbitration Clause;
- the issue or maintenance of profit-sharing bonds is prohibited;
- in the sale of control, if even through successive sales, the transaction is conditioned to the extension of the same conditions offered to controlling shareholders to minority shareholders who own common shares through a tender offer;
- Board of Directors must have at least five members, at least 20% of whom must be Independent Board members, elected by the shareholders’ meeting, with a unified term of office of a maximum of two years, with reelection being permitted. Our Bylaws state that at least two or 20% of the members of the Board of Directors, whichever is greater, must be independent; and
- adhesion to the Regulations of the Market Arbitration Chamber for the resolution of disputes involving the Company and its shareholders and managers.