Absenteeism Frequent absence of shareholders at meetings, as well as the non-exercise of voting rights by the shareholders.
Accreditation Synonym of Qualification.
Activism Typical engagement of the investor who actively demands interactions with management and other agents.
Agenda AThe list of matters to be discussed. It establishes the competence of the general meeting, which, although may discuss any matter related to the corporate interest, can only deliberate on those indicated in the call notice, or which are a consequence of them, under penalty of invalidity of the resolution.
AGM Annual General Meeting, held to evaluate accounts rendered by the managers and to examine, discuss and vote on the financial statements, to deliberate the allocation of the year’s net profit and the distribution of dividends, to elect the members of the board of directors and, if applicable, the fiscal council.
AGM’s Call Invitation to the shareholders, published pursuant to the applicable rules, to meet at the general meeting at the designated place, day and time, in order to discuss and deliberate on certain matters of corporate interest.
Annual Calendar of Corporate Events Document that contains the main corporate acts and events to be carried out, according to the dates scheduled by the company’s management, such as the disclosure of financial statements, the reference form and AGM dates. It allows shareholders and other interested parties to be properly prepared to access information, monitor and participate in corporate events. It is recommended that companies prepare and disclose the calendar by December 10th of each year, indicating the dates of the main corporate events scheduled for the following year.
Articles of the Brazilian Corporate Law (Federal Law No. 6,404, of December 15th, 1976).
Art. 121, BCL Indicates that the general meeting has the power to decide all businesses related to the corporate object and to approve such resolutions as it deems convenient for its protection and progress.
Art. 124, BCL Contains rules regarding summons, which must be made by a call notice published at least three times, containing, in addition to the place, date and time of the meeting, the agenda, and, in the case of bylaws amendment, the indication of the matter. Regardless the formalities required in this article, the general meeting attended by all shareholders is considered regular.
Art. 127, BCL States that, before the meeting begins, the shareholders must sign the “Attendance Book” indicating their name, nationality and residence, as well as the number, type and class of their shares. For all purposes, the shareholder who registers his presence at a distance is considered to be present at the general meeting, in compliance with the regulations of the Brazilian Securities and Exchange Commission.
Art. 133, BCL Contains rules regarding the publication of announcements concerning the AGM, including the notice to shareholders.
B3 B3 S.A. – Brasil, Bolsa, Balcão
BDM Board of Director’s Meeting.
Bookkeeper Provider of shares bookkeeping services.
Bookkeeper’s Map Voting instruction’s analytical map received by the bookkeeper or central depositary and sent to the company.
Brazilian Corporate Law (BCL) Law No. 6,404, of 15th December 1976, regulating the corporations. Access here the full text of the law.
Call Notice Document addressed to shareholders, with the purpose of informing the date of the AGM.
Chat Tool available for written statements by shareholders and other participants in the meeting.
Consolidated Map Voting instruction’s analytical map compiled by the company. Consists on the voting instructions received directly by the company in addition to the bookkeeper’s map.
CVM Brazilian Securities and Exchange Commission.
Deliberation Decisions taken by shareholders on matters regarding the company’s interest based on individual voting statements at the meeting.
Deliberation Quorum Requirement of a certain number of votes to consider the deliberations approved in the general meeting, which, ordinarily, will correspond to the absolute majority of votes, ignoring blank votes.
Digital Coordinator (platform operator) Responsible for monitoring the shareholders’ manifestations, organizing the queue for present shareholders’ manifestations, among other applicable measures.
Digital Meeting Only allows the possibility of participation through the virtual platform provided by the companyinterest based on individual voting statements at the meeting.
DVB Distance Voting Ballot: Art. 21 of CVM’s Instruction No. 561/2015 regulates the participation and remote voting of shareholders. Its Art. 21-A indicates the possibility to exercise remote voting in general meetings by shareholders.
Empresas.NET Online system that must be used by registered companies or companies that intend to obtain CVM’s register to generate and send to CVM and B3 periodical and eventual information, such as the Registration Form, Reference Form, Quarterly Information and Standardized Financial Statements to CVM, among others.
Engagement Active participation in matters and circumstances relevant to the company.
Equity Fairness in the way of proceeding, judging, giving opinions.
FCR Fiscal Council’s Meeting.
Final Detailed Voting Map Voting registration spreadsheet released by the company within 7 (seven) business days after the date of the meeting, consolidating the votes stated at a distance and the votes stated during the meeting, as computed at the meeting, including the 5 (five) first numbers of the shareholder’s registration in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the vote statement in relation to each matter and information about the shareholding position.
Final Synthetic Voting Map Voting registration spreadsheet released on the date of the meeting, consolidating the votes stated at a distance and the votes stated in person, as computed at the meeting, identifying how many approvals, rejections or abstentions each matter received and how many votes each candidate or slate received.
General Meeting’s Participation Manual Document containing necessary information and guidelines for shareholders to participate and vote in the general meeting. It must be read in conjunction with the company’s Management Proposal.
ICVM 358 CVM’s Instruction regarding the disclosure and use of information related to relevant act or fact concerning publicly held companies. Disciplines the disclosure of information in securities’ trading and in the trading of a significant lot of shares, establishes prohibitions and conditions for the trading of shares while pending a material fact not disclosed to the market. Access here the full Instruction
ICVM 372 CVM’s Instruction regarding the hypotheses and procedure for postponing the general meeting and interrupting the fluency of the term of its call. Access here the full Instruction
ICVM 481 Instruction regarding information, public requests for power of attorney, participation and remote voting in shareholders’ meetings. Access here the full Instruction
ICVM 561 It adds amendments to ICVM 480 and 481, modifying and including provisions
regarding remote voting. Access here the full Instruction
ICVM 622 It adds amendments to ICVM 480, enabling the general meeting to be held partially or exclusively digitally. Access here the full Instruction
ICVM 625 Instruction regarding participation and remote voting in debenture holders’ meetings. Access here the full Instruction
Installation Quorum The law requires a minimum installation quorum for the meeting on first call. In meeting’s that do not demand qualified quorum it is necessary at least 1/4 (one quarter) of the share capital with voting rights to be present. When, by the terms of the law, a qualified quorum is necessary, it is required at least 2/3 (two thirds) of the share capital to be present for the meeting’s installation. Thus, if these fractions are not present, the conclave cannot be validly installed. On second call, the meeting will be installed with any number, however insignificant it may be.
Link Electronic address sent by the company, which allows access to the digital platform on which the meeting will be held.
Management Proposal The documents related to matters included in the AGM’s agenda are made available to shareholders at the company’s headquarters, up to one month before the date scheduled for the AGM (30 days), also being required by article 21, item VIII, of CVM Instruction No. 480, which, within the same period, must be available on the CVM’s website, all documents necessary to exercise the voting right at the AGM. Within the same abovementioned period, the following documents and information must be available on the CVM’s website: management report on corporate affairs and the main administrative facts for the previous year; management comments on the company’s financial situation; independent auditors’ report; fiscal council’s opinion, including dissenting votes, if any; DFP form; proposal for net income allocation in case there is any; and audit committee opinion, if any. In case the AGM is also called to elect managers or members of the fiscal council or to set the manager’s remuneration, the Management Proposal must contain sufficient information, under the terms of ICVM 481, so that the shareholders can be aware of the nominated candidates and the proposed remuneration policy; as well as the possible scenarios on the number of members to be elected, either by multiple vote or, if not requested, by majority vote.
Mandatory Requirements Procedures to be adopted before the general meeting, such as attention to the deadlines and the content of each publication prior to the general meeting, the due Call Notice and the execution of the Preliminary Procedures.
Minutes Private instrument that represents documentary evidence of what occurred at the meeting, as it fully proves the facts contained therein in the scopes of shareholders’ relations and relations between shareholders and the company. It also represents written record of the events that had occurred in a meeting, usually drafted in summary form, recorded in the appropriate book. The minutes drafted in summary form incorporates, by reference, documents and/or proposals submitted to the meeting, as well as vote statements or dissents, all of which numbered sequentially, authenticated by the presiding board and filed by the company.
Notice to Shareholders Informative document directed to investors, published pursuant to Art. 133, BCL. It must be used for the disclosure of announcements whose publication is waived according to the Brazilian Corporate Law or other notices that the company considers useful to be disclosed to shareholders, such as those related to procedures that must be adopted regarding the AGM.
Partially Digital (or Hybrid) Meeting Presents the possibility of concomitant attendance in person and by virtual means.
Platform In the context of information technology, platform is the pattern of an operating process or a computer. In case of virtual General Meetings, platforms such as Google Meet, Microsoft Teams, Webex Meet, Zoom, ALFM Easy Voting, Sumaq, among others, can be used.
Power of attorney Legal document that transfers to someone (granted) powers to act on behalf of another person (grantor).
Preliminary Procedures Once the call notice is made in accordance with the legal requirements, the installation of the meeting will also depend on the compliance with other formalities: shareholders or their representatives’ identification, who must sign the attendance
book, not only to verify the legitimacy to participate in the conclave but also to verify that the required quorum for the installation has been achieved, in which those who sent their vote in advance by means of the distance voting ballot should also be included. Still in a preparatory procedure, the election of the presiding board to conduct the general meeting will take place, if the bylaws do not indicate who will be composing the presiding board.
Presiding Board Coordination, authentication and decision instance of the general meeting. Composed of a chairman and a secretary. Its main duties are the exercise of bureaucratic verification of the installation and deliberation quorums, the shareholders’ legitimization, the existence of attorneys and the extension of their powers. The chairman is responsible for allowing those interested in speaking to do so, maintaining the discipline, ending the debates, submitting the proposals to voting, directing their receipt and recognition, proclaiming the results and ending the conclave. The secretary is responsible for assisting the chairman in the general meeting’s installation, realization and conclusion, in addition to drawing up the minutes. The presiding board, therefore, at the request of any interested shareholder, certifies original or copy of the proposal, vote or dissent declaration or protest presented by any shareholder.
Public Request for Power of Attorney These are requests related to public means of communication, such as television, radio, magazines, newspapers and websites. Public requests for power of attorney must be addressed to all shareholders with voting rights at the meeting. The power of attorney that is publicly requested must indicate a power of attorney to vote in favor, a power of attorney to abstain and another power of attorney to vote against each of the proposals covered by the request; expressly indicate how the attorney-in-fact should vote in relation to each of the proposals or, if applicable, whether he should abstain in relation to such proposals; and be restricted to a single general meeting, according to ICVM 481. Access the full Instruction here
Qualification The act of registering as present at the general meeting.
Reference Form Public Document that gathers all information related to the issuer, such as activities, risk factors, management, capital structure, financial data, management’s comments on these data, issued securities and related-party transactions. It is regularly filed and updated before CVM.
Remote Vote See DVB.
SFS Standardized Financial Statements, electronic document, periodically forwarded, which must be forwarded to the CVM through the Empresas.NET System. It must be filled in with financial statements data prepared in compliance with the accounting rules applicable to the issuer.
Shareholders’ Representation Shareholders are entitled to appoint an attorney, in case they cannot attend the meeting themselves. The individual shareholder can be represented by an attorney-in-fact established less than a year ago, who is a shareholder, company manager or lawyer. For legal entities, in addition to the representation alternatives above, it is possible to be represented according to its constitutive instruments. In a publicly-held company, the attorney-in-fact can also be a financial institution, and the investment fund manager is responsible for representing the fund quota-holders.
Term of Investiture Unilateral and formal document signed by the elected council member, in which he/she self declares unimpeded to exercise the function and accepts the respective charges, both legal and statutory. From its signature, the council member’s election becomes effective and he/she becomes legally invested in the position.
Transparency Corporate governance principle based on the availability of information and continuous communication, in addition to the obligations imposed by law and regulation.
Voting Impediment Occurs with the characterization of legal impediments, set forth by law and CVM’s interpretations.
Voting Statement To express the vote in compliance with the applicable legislation and regulations and on the available opportunities regarding the deliberations of the Agenda. See Deliberation.