DIFFERENTIATED CORPORATE GOVERNANCE
The Company continually strives to align with the best corporate governance practices in the market. In this sense, the principles of corporate governance contained in the Code of Best Practices of the Brazilian Institute of Corporate Governance (“IBGC”) serve as guidelines for the improvement actions implemented by the Company since 2016, and in line with the best practices adopted in the market.
With the IPO in 2017, and the entry into the special listing segment of B3 called the “New Market” several measures were taken in order to meet the requirements of the New Market Regulation, such as the amendment to the Bylaws of Company. Additionally, in April 2018, the Company’s By-Laws were revised to comply with the amendments to the new version of the New Market Rules. We have also reviewed our policies for appointing members of the Fiscal Council, the Board of Directors and the Board of Executive Officers and Related Party Transactions.
From the conclusion of the secondary public offering of the Company’s shares on July 24, 2019, the new Bylaws regulating the legal status of a private company came into force. The main changes to this review include: (a) the Minority Committee turned to be the Corporate Governance and Related Parties Committee; (b) a qualified quorum for strategic matters within the scope of the Board of Directors was implemented; and (c) a a public tender offer provision was included related to relevant shares acquisition.
In alignment with best practices, our Board of Directors is composed of members of the market with notable experience and technical capacity, elected by the General Meeting of Shareholders, with at least fifty percent (50%) of independent members, as defined by New Market Regulation. This percentage of independent members is higher than that required by the New Market Rules.
Moreover, Board of Director´s term of office has unified and may not exceed two (2) years, with a maximum of three (3) consecutive reelections admitted. These same parameters also apply to the members of the Executive Board. Additionally, the Company prohibits that the same person holds the positions of Chief Executive Officer and Chairman of the Board of Directors.
We implement performance assessment of the Board of Directors, the Fiscal Council and the Board of Executive Officers, as provided in their bylaws. This assessment aims to periodically appraisal the performance and contribution of the Company’s collegiate management bodies, its managers and members of the advisory committees, to the Board of Directors.
We have improved the implementation of mechanisms to prevent, detect and respond to fraud and corruption events, including, among other initiatives, the integrity assessment to designate members of senior management and all of the Company’s managers (background check), in addition to conducting training for our employees focusing on the dissemination of ethical standards.
In addition, our Executive Board and Executive Management are composed by professionals with extensive experience and expertise in their areas and knowledge of their respective markets. All current members of the Board of Executive Officers, for example, have over 20 years of professional experience and extensive experience in the fuel distribution industry.