Banco Indusval S.A. believes that good corporate governance contributes to its business sustainability, supports its credibility and adds value to the Company and its stakeholdersits, increases its credibility and adds value to the Bank and all its stakeholders. The Bank greatly values the transparent information disclosure, ethics in doing business, responsible corporate management, as well as equal, fair and open communication. Moreover, the Bank constantly seeks to improve its decision-making process and risk management, as well as its operational strategies and internal controls.
Banco Indusval S.A. has a Code of Ethics aligned with its internal culture and beliefs. It includes guidelines and practices to be followed by all employees while performing their duties. The ethical issues in the Code include professional confidentiality, personal responsibility and conflicts of interest, among other aspects.
BI&P shares are listed on BM&FBOVESPA’s Level 2 of Corporate Governance thus the following practices are granted to its shareholders:
(i) Board of Directors with, at least, 5 members, in which 20% must be Independent Board Members;
(ii) The positions of Chairman and CEO may not be accumulated by one person;
(iii) Free float of, at least, 25%;
(iv) The obligation to make purchase public offers for shares under certain circumstances;
(v) Disclosure of Financial Statements translated into English;
(vi) Voting rights to the preferred shares restricted to the following matters: (a) transformation, merger or spin-off of the Company; (b) approval of contracts between the Company and directly or indirectly related parties, when they are resolved at the General Shareholdres Meetings; (c) valuation of assets for payment of a capital increase of the Company; (d) selection of specialized firm for verification of the economic value of the Company, in case of deslisting of Company; and (e) amendment or revocation of statutory provisions that modify the minimun clauses required in Level 2 regulation; and
(vii) The adherence of the Bank, its controlling shareholders, administrators and members of the Fiscal Council to the Regulations of the Market Arbitration Chamber of the BM&FBOVESPA – Arbitration Clause – for the purpose of resolving conflicts among shareholders in accordance with Article 55 of its bylaws.
In addition to the above rights required by Level 2 Regulations, BI&P grants its shareholders:
(viii) Same remuneration for common and preferred shares;
(ix) 100% Tag along: The extension to all shareholders of the same conditions obtained by the controlling shareholders in any sale of the controlling block of shares in the Bank.
Rights of Banco Indusval's preferred shares
Banco Indusval S.A. preferred shareholders, in addition to the rights assured by Law 6404/76, grant the following priviledges and advantages:
(a) priority in the reimbursement of capital in the event of Company's liquidation, without any premium;
(b) participation in the distribution of profits and interest on equity under the same conditions of the common shares;
(c) the right to be included in acquisition public offerings derived from the sale of the Company's control share, at the same price offered to the controlling shareholders - 100% tag along; and
(d) voting rights in shareholders' meetings, however restricted to the following matters:
- transformation, merger or spin-off of the Company;
- approval of execution of contracts with directly or indirectly related parties;
- valuation of assets for payment of capital increases;
- selection of the specialized firm for verification of the Company's economic value, in case of shares delisting; and
- amendment or revocation od statutory provisions that modify the minimum clauses required by Level 2 Listing Regulation.
Disclosure and Use of Information
In line with the Brazilian securities and exchange commission (CVM) regulations and aiming to maintain high standards of Corporate Governance, Banco Indusval S.A. established its Information Disclosure Policy and its Securities Trading Policy, as well as its Code of Ethics, that supports and reinforces all the Policies of the Company.
The Information Disclosure and Securities Trading Policies of Banco Indusval S.A. expands the terms set forth in CVM Rule # 358 of January 3, 2002 regarding the disclosure and use of information related to material facts and acts of publicly held companies, which include provisions that:
- establish the concept of a material fact that gives rise to reporting requirements. Material facts include decisions made by the controlling shareholders, resolutions of the general meeting of shareholders and of management of the Bank, or any other facts related to the Bank’s business (whether occurring within the Bank or otherwise somehow related thereto) that may influence the price of its publicly traded securities, or the decision of investors to trade such securities or to exercise any of such securities’ underlying rights;
- specify examples of facts that are considered to be material, which include, among others, the execution of shareholders’ agreements providing for the transfer of control, the entry or withdrawal of shareholders that maintain any managing, financial, technological or administrative function with or contribution to the Bank, and any corporate restructuring undertaken among related companies;
- oblige the officer of investor relations, controlling shareholders, other executive officers, members of its board of directors, members of the audit committee and other advisory boards to disclose material facts;
- require simultaneous disclosure of material facts to all markets in which the corporation’s securities are admitted for trading;
- determine that the acquirer of a controlling stake in a corporation publishes material facts, including its intentions as to whether or not to de-list the corporation’s shares, within one year;
- establish rules regarding disclosure requirements in the acquisition and disposal of a material stockholding stake; and
- restrict the use of insider information.