Listing segments

Special segments of the BM&FBOVESPA list – 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 rigid rules of corporate governance. These rules go beyond the obligations that the companies have according to the Brazilian Law of Corporations (Lei das S.As.) and are intended to improve the assessment of those who decide to join one of these segments voluntarily.

Moreover, such rules attract investors. To ensure shareholders rights and guarantees, as well as the dissemination of more complete information for controllers, company managers and market players, the risk is reduced.

Since the creation of the segments, BM&FBOVESPA has been working to identify the "state of the art" of corporate governance. With this aim, BM&FBOVESPA has been conducting extensive research on the best international practices.

The results of the research will support discussions and proposals for the improvement of special segments. Thus, through a joint effort between BM&FBOVESPA, the market participants (the major stakeholders in adoption by the companies of best corporate governance practices) and listed companies (which have the power to approve changes in the regulations of its respective segments) in order to keep the special 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 segment’s page. BM&FBOVESPA also has the Basic Segment that does not consider corporate governance rules. In order to compare the differences between the segments, please use the following chart.

Comparative listing of segments
  Bovespa Mais Bovespa Mais Nível 2 Novo Mercado Nível  2 Nível  1 Basic
Characteristics of the Shares Issued Allows only common stock Allows common and preferred stock Allows only common stock Allows common and preferred stock (with additional duties) Allows common and preferred stock (as per legislation) Allows common and preferred stock (as per legislation)
Minimum percentage of outstanding shares (free float) 25% free float until the 7th year of listing 25% free float until the 7th year of listing At least 25% free float At least 25% free float At least 25% free float There is no regulation
Public distributions of shares There is no regulation There is no regulation Share dispersion efforts Share dispersion efforts Share dispersion efforts There is no regulation
Prohibition to statutory provisions Qualified quorum and "immutable clauses" Qualified quorum and "immutable clauses" Limitation of less than 5% of the voting capital, qualified quorum and "immutable clauses" Limitation of less than 5% of the voting capital, qualified quorum and "immutable clauses" There is no regulation There is no 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 5 members, of which at least 20% must be independent 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 3 members (according to legislation)
Prohibition of cumulation of positions There is no regulation There is no regulation Chairman of the Board and Chief Executive Officer or Chief Executive by the same person (a grace period of 3 years from accession) Chairman of the Board and Chief Executive Officer or Chief Executive by the same person (a grace period of 3 years from accession) Chairman of the Board and Chief Executive Officer or Chief Executive by the same person (a grace period of 3 years from accession) There is no regulation
Composition of the Board of Directors There is no regulation There is no regulation Demonstration on any public offer for the acquisition of company shares Demonstration on any public offer for the acquisition of company shares There is no regulation There is no regulation
Financial Statements As per legislation in force As per legislation in force Translated into English Translated into English As per legislation in force As per legislation in force
Annual public meeting Optional Optional Mandatory Mandatory Mandatory Optional
Calendar of corporate events Mandatory Mandatory Mandatory Mandatory Mandatory Optional
Additional disclosure of information Securities negotiation policy Securities negotiation policy Securities negotiation policy and code of conduct Securities negotiation policy and code of conduct Securities negotiation policy and code of conduct There is no regulation
Grant of tag-along rights 100% for common shares 100% for common and preferred 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)
Tender offer of share purchasing for at least their economic value Compulsory in case of registration canceling or segment exit, except if there is migration to Novo Mercado Compulsory in case of registration canceling or segment exit, except if there is migration to Novo Mercado or Nível 2 Compulsory in case of registration canceling or segment exit Compulsory in case of registration canceling or segment exit As per legislation in force As per legislation in force
Becoming a Member of the Market Arbitration Chamber Mandatory Mandatory Mandatory Mandatory Optional Optional
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