Transparência e Governança

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our proposal

Our Proposal

Much more than simply seeking compliance with current legislation, we want to help the construction of a fairer and more ethical business environment, principally in what concerns the correct adoption and application of good corporate governance practices by companies and regulators.

Our aim is to provide information on cases which may involve disrespect for the rights of minority shareholders, something which can occur in numerous operations in which conflicts of interest or the abuse of power can be identified, including company restructurings, incorporations, mergers, separations, delistings, transfers of control, etc.

Together, we can create a forum for debate on the problems which place the credibility of the Brazilian share market at risk, calling the attention of the regulatory bodies to the need for effective action designed to prevent and punish these types of infractions.

Brazilian legislation and the norms of the CVM (the Securities and Exchange Commission) that regulate the market consider the rights and prerogatives of minority shareholders. Over the years, these mechanisms have been perfected and we can now rely upon various different legal and regulatory instruments that have been created to ensure that such injustices do not take place in these types of transactions.

Organizations were formed to stand up for transparency and the improvement of governance, increasing self-regulation and facilitating dialogue, such as, for example, the IBGC (Brazilian Institute for Corporate Governance), the AMEC (Association for Investors in Capitals Markets), the APIMEC (Association of Capital Markets Analysts and Investment Professionals) and the ANBIMA (Brazilian Association of Financial and Capital Markets Entities). These efforts are still not enough though, and a channel is still needed for the participation of those who invest and have complaints regarding governance, without obligation to institutional agendas.

Despite this scenario, one which is favorable to understandings between the parties involved, there continue to appear more and more examples of legal structures developed with the aim of creating the formal appearance of adhering to the applicable norms, but which end up endorsing the results of a legitimacy that is, at the very least, questionable.

The time has come, therefore, for minority shareholders to understand the importance of their role and their increasing participation in these debates. The law ensures the right to request information and clarification, and submit proposals and protests concerning the issues under discussion at assemblies and administrative board meetings.  The same applies to foreign investors of Brazilian securities, who enjoy the same rights under Brazilian law.

The adoption of practices that are prejudicial to the minority interests needs to be highlighted and openly discussed with all the benefits derived from a transparent debate. In this way, we can demand more rigorous and effective actions from the government and market organizations.

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