Listing segments

Special listing segments of B3 – Bovespa Mais, Bovespa Mais Nível 2, Novo Mercado, Nível 2 and Nível 1 - were created when we realized that, in order to develop the Brazilian capital market, we would need to have segments suited to different company profiles.

All these segments are bound by rules of corporate governance. These rules go beyond the obligations that companies have according to the Brazilian Corporations Law (Lei das S.As.) and are intended to improve the assessment of those companies who decide to join one of these segments voluntarily.

Moreover, such rules attract investors. Ensuring shareholders rights and guarantees, as well as establishing the dissemination of more complete information for market players, the listing segments aim to mitigate risks related to informational asymmetries.

Since the creation of the segments, B3 has been working to identify the "state of the art" of corporate governance. With this goal, B3 has been conducting extensive research and studies on the best international practices.

The results of the research support discussions and proposals for the improvement of special listing segments. Thus, through a joint effort between B3, the market participants (the major stakeholders in the adoption of best corporate governance practices by the companies) and listed companies (which have the power to approve changes in the regulations of its respective segments) in order to keep the special listing segments aligned with international best practices.

To access Bovespa Mais, Bovespa Mais Nível 2, Novo Mercado, Nível 2 and Nível 1 regulations, please visit each listing segment’s page. B3 also has the Basic Segment that does not contain corporate governance rules. To compare the differences between the segments, see the following chart.

Comparative listing of segments
  Bovespa Mais Bovespa Mais Nível 2 Novo Mercado
(until 12/28/2017)
Novo Mercado
(from 01/02/2018)
Nível  2 Nível  1 Basic
Share Capital

Only common shares

Common and preferred shares

Only common shares

Only common shares

Common and preferred shares (with additional rights)

Common and preferred shares (as per legislation)

Common and preferred shares (as per legislation)

Minimum percentage of outstanding shares (free float)

25% until the 7th year of listing

25% until the 7th year of listing

25%

25% or 15%, if the ADTV (Average Daily Trading Volume) is above R$ 25 million

25%

25%

There is no specific regulation

Public offering of shares

There is no specific regulation

There is no specific regulation

Share dispersion efforts

Share dispersion efforts, except for offers pursuant to CVM’s Instruction 476

Share dispersion efforts

Share dispersion efforts

There is no specific regulation

Prohibition to statutory provisions

Qualified quorum and "immutable clauses"

Qualified quorum and "immutable clauses"

Voting limitation of less than 5% of the voting capital, qualified quorum and "immutable clauses"

Voting limitation of less than 5% of the voting capital, qualified quorum and "immutable clauses"

Voting limitation of less than 5% of the voting capital, qualified quorum and "immutable clauses"

There is no specific regulation

There is no specific regulation

Composition of the Board of Directors

Minimum of 3 members (according to law), with unified term of up to 2 years

Minimum of 3 members (according to law), with unified term of up to 2 years

Minimum of 5 members, of which at least 20% must be independent with unified term of up to 2 years

Minimum of 3 members (pursuant to Brazilian Corporations Law), of which at least 2 or 20% (whichever is greater) must be independent with unified term of up to 2 years

Minimum of 5 members, of which at least 20% must be independent with unified term of up to 2 years

Minimum of 3 members (pursuant to Brazilian Corporations Law), with unified term of up to 2 years

Minimum of 3 members (pursuant to Brazilian Corporations Law).

Prohibition of cumulation of positions

There is no specific regulation

There is no specific regulation

Chairman of the Board of Directors and Chief Executive Officer or Main Officer by the same person (a grace period of 3 years from accession)

Chairman of the Board of Directors and Chief Executive Officer or Main Officer by the same person. In case of vacancy that results in cumulation of positions, it is obligatory the disclosure of certain information and the compliance with a deadline to the regularization

Chairman of the Board of Directors and Chief Executive Officer or Main Officer by the same person (a grace period of 3 years from accession)

Chairman of the Board of Directors and Chief Executive Officer or Main Officer by the same person (a grace period of 3 years from accession)

There is no specific regulation

Board of Directors’ duties

There is no specific regulation

There is no specific regulation

Statement on any public tender offer for the acquisition of shares issued by the company (with minimum requirements)

Statement on any public tender offer for the acquisition of shares issued by the company (with minimum requirements, including alternatives to the tender offer available on the market)

Statement on any public tender offer for the acquisition of shares issued by the company (with minimum requirements)

There is no specific regulation

There is no specific regulation

Financial Statements

As per legislation in force

As per legislation in force

Translated into English

As per legislation in force

Translated into English

As per legislation in force

As per legislation in force

Disclosure in English simultaneously with the disclosure in Portuguese

There is no specific regulation

There is no specific regulation

There is no specific regulation besides the financial statements (see item above)

Material Information or Benefit distribution information (Notice to Shareholders or Notice to the market) and results press releases

There is no specific regulation besides the financial statements (see item above)

There is no specific regulation

There is no specific regulation

Annual public meeting

Optional

Optional

Mandatory
(in-person)

Public meeting (in-person or by any other means that allow remote participation) must be hold until 5 business days after the disclosure of the quarterly and annual financial statements about the information disclosed

Mandatory (in-person)

Mandatory (in-person)

Optional

Calendar of corporate events

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Optional

Disclosure of additional information

Securities trading policy

Securities trading policy

Securities trading policy and code of conduct

Internal regulations of the Board of Directors, its Advisory Committees and the Fiscal Council (if there is one)

Code of Conduct (with minimum requirements)

The following policies with minimum requirements (except the Compensation Policy): (i) Compensation Policy; (ii) Nomination Policy of the Board of Directors, Advisory Committees and Executive Management Board; (iii) Risk Management Policy; (iv) Related Party Transaction Policy; (v) Securities Trading Policy

Disclosure of: (i) annual report of the statutory audit committee covering the points contained on the Regulation; (ii) quarterly minutes of the Board of Director’s meetings, informing the report by the non-statutory audit committee 

Securities negotiation policy and code of conduct

Securities negotiation policy and code of conduct

There is no regulation

Tag-along rights

100% for common shares

100% for common and preferred shares

100% for common shares

100% for common shares

100% for common and preferred shares

80% for common shares (as per legislation)

80% for common shares (as per legislation)

Delisting from the Segment/Public Tender Offer

Compulsory Public Tender Offer, at least for the economic value, in case of registration canceling or segment exit, except if there is migration to Novo Mercado

Compulsory Public Tender Offer, at least for the economic value, in case of registration canceling or segment exit, except if there is migration to Novo Mercado or Nível 2

Compulsory Public Tender Offer, at least for the economic value, in case of registration canceling or segment exit

Compulsory Public Tender Offer, at least for the fair price, with minimum acceptance quorum of 1/3 (or higher, as established in the bylaws) of the free float shareholders.

Compulsory Public Tender Offer in case of registration canceling or segment exit

Not applicable

Not applicable

Becoming a Member of the Market Arbitration Chamber

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Optional

Optional

Audit Committee

Optional

Optional

Optional

Mandatory setting up of an audit committee or statutory audit committee in compliance with the requirements set forth in the Regulation

Optional

Optional

Optional

Internal Auditing

Optional

Optional

Optional

Mandatory setting up of an auditing department in compliance with the requirements set forth in the Regulation

Optional

Optional

Optional

Compliance

Optional

Optional

Optional

Mandatory setting up of a compliance, internal controls and corporate risks department. It is not allowed the accumulation of compliance and operational functions

Optional

Optional

Optional

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