According to the Brazilian Institute of Corporate Governance (IBGC), governance can be defined as a system by which companies are directed and monitored, involving the relationships between shareholders, the Board of Directors, Executive Board, supervisory and control bodies and other parties interested parties. Among the basic principles that guide this practice are transparency, equity, accountability and corporate responsibility.
Governance indicates that a company must follow to achieve the expected results, guided by practices that strengthen it, while aligning the interests of the business, partners, directors, shareholders and other stakeholders, as well as reconciling these interests with the guidelines of the supervisory and regulatory bodies.
Even’s Governance structure is organized as follows:
Since going public in 2007, Even joined the Novo Mercado, a listing segment with the highest Corporate Governance standards of B3 (formerly BM&FBovespa).
Companies entering this segment voluntarily submit to certain corporate governance practices and disclosure of additional information to those already required by current Brazilian legislation. Among the Novo Mercado rules, we highlight the following:
- The capital must consist exclusively of common shares with voting rights;
- In the event of the sale of the control, all shareholders shall be entitled to sell their stock for the same price (100%tag along) assigned to the shares held by the controlling shareholder;
- Installation of an Internal Audit area, Compliance function and Audit Committee (statutory or non-statutory);
- In the event of the company’s delisting from the Novo Mercado, a takeover bid (OPA) at fair value, and at least 1/3 of the holders of the outstanding shares must accept the OPA or agree with the delisting of the segment;
- The board of directors must include at least 2 or 20% of independent members, whichever is greater, with a unified term of up to two years;
- The company undertakes to maintain at least 25% of the shares in circulation (free float), or 15%, in the case of ADTV (average daily trading volume) exceeding R$ 25 million;
- Monthly disclosure of trading with securities issued by the company by the controlling shareholders.
Even adopts all the recommendations of the IBGC Code of Best Corporate Governance Practices, among which we highlight:
- Share capital composed of common shares;
- Clear Bylaws regarding: (i) form of convening the General Meeting; (ii) competence of the Board of Directors and the Executive Board; (iii) voting system, election, removal and term of office of the members of the Board of Directors and Executive Board;
- Chief Executive Officer does not accumulate the position of Chairman of the Board of Directors;
- Independent audit team, reporting to the Board of Directors, through the Audit Committee;
- The Company’s Bylaws establish that (i) transactions involving the sale, directly or indirectly, of the shareholding control must be accompanied by a takeover bid (OPA) addressed to all shareholders, for the same price and conditions obtained by the selling shareholder; (ii) managers must express their opinion on the terms and conditions of corporate reorganizations, capital increases and other transactions that give rise to the change of control, and state whether they ensure fair and equitable treatment to the Company’s shareholders.
According to Even’s Bylaws, the Board of Directors will be composed of at least 5 and at most 7 members elected by the General Meeting and removable by it at any time. It is incumbent upon the respective General Meeting to appoint, among those elected, the President and Vice President, and may be reelected and removed at any time by the company’s shareholders meeting at the General Meeting.
The Novo Mercado Regulation requires that organizations have at least 20% of the members of the Board of Directors independent. In the case of Even, the composition of the Board of Directors includes 4 independent members (80% of the total of 5 members).
The Board of Directors is the company’s collegiate decision-making body, responsible for formulating and monitoring the implementation of general business policies. Its powers are described in article 20 of the Bylaws.
According to Even’s Bylaws, the Board of Directors may establish the formation of Technical and Consultative Committees (“Committees”) for its assistance, with defined goals and functions. They must be made up of members of the company’s management bodies or not, and the Board of Directors is responsible for establishing the rules applicable to the Committees.
Currently, the Company has 5 Committees installed, as indicated in the organization chart above.