DIFFERENTIATED CORPORATE GOVERNANCE
The amendment to our bylaws was approved in accordance with Law 13,303, which raised the governance standards that state-owned companies and their subsidiaries are expected to adhere to, as well as the Novo Mercado requirements, including the creation of statutory committees linked to the Board of Directors (Audit Committee, Risk and Financial Committee, Nomination, Remuneration and Succession Committee, and Minority Shareholders Committee, the first two of which are already in place and working).
The Board of Directors shall be composed of ten members, including at least 50% independent members, two of them nominated by Petrobras, based on a three-name list drawn up by a specialized company, and three appointed directly by minority shareholders. In addition, the mandates were unified for two years, in accordance with Law 13,303 and the Novo Mercado Regulation. Reelections were also limited (maximum of three), and the same parameter was established to member of the Executive Office. The election of Board of Directors’ independent members shall take place at the first Annual Shareholders’ Meeting due to be held in 2018, as provided for in the bylaws.
A policy to appoint Audit Committee, Board of Directors, and Executive Office members was also approved, and the Related Parties Transactions Policy was reviewed. Regarding this latter policy, the Minority Shareholders Committee will assess such transactions under the responsibility of the Board of Directors due to be carried out with the Federal Government, its foundations and autonomous entities, with Petrobras and with federal state-owned companies. In these latter two cases, transactions outside the ordinary course of business must be approved by two-thirds of the members of the Board of Directors.
The implementation of mechanisms designed for the prevention, detection and response to fraud and corruption events was improved, including, among other initiatives, background check aimed to the appointment of Senior Management members and all managers in the Company, in addition to training for our employees focused on the dissemination of ethical standards.
Additionally, our Executive Office and Executive Management are composed of professionals with extensive experience and know-how in their areas, with expertise in their respective markets. All current members of the Executive Office, for example, have more than 20 years professional experience, with vast experience in the fuel distribution industry.