The State-Owned Enterprises Governance Program, aimed at public State-Owned Companies (SOE) or SOEs with ongoing process of IPO, was developed with the objective of encouraging such companies to improve their practices and corporate governance structures.
The initiative is intended to contribute to restore trust between investors and SOEs, presenting objective and concrete measures in order to reduce uncertainties concerning the conduct of business and the disclosure of information, notably regarding the achievement of the public interest and its limits, as well as the political component inherent to these companies.
The State-Owned Enterprises Governance Program is voluntary and, to obtain the certification, the SOEs must comply with the corporate governance measures set forth in the Program.
On June 30, 2016, nine months after the release of the Program, the law 13.303/16 – that established the State-owned Companies’ legal regime – was enacted. Considering this new law, was necessary to align the Program’s text with it.
In the reviewing effort to align the Program with the new law, B3 used the opportunity to amend the Program, aiming to detail some measures and to address questions raised in discussions with the SOEs and with market players.
The new statute of the State-Owned Enterprises Governance Program was published on May 11, 2017, entering force on the same day.
According to the current Statute, in order to receive the certification, the SOEs, at the moment of the application, must implement all the corporate governance measures set forth in the Program, or, alternatively, comply with all the 6 (six) mandatory measures and obtain, at least, 48 (forty-eight) points among the other measures. The SOEs shall have 3 (three) years to fully comply with the measures, under penalty of losing the certification.
|Line of action||Measures||Weight|
|Transparency||Disclosure of Policies and Internal Regiments on the SOE’s website||2|
|Bylaws’ provision of disclosure of the minutes of the meetings of the Board of Directors, Advisory Committees and Fiscal Counci||2|
|Improvement to the content in the Reference Form (Description of activities/Public Interest item 7.1 or 10.8 of the FRe)||Mandatory|
|Improvement to the content in the Reference Form||Total of 16|
|Disclosure of the candidacy of members of the Board of Directors, Advisory Committees, oficers and Fiscal Council to elective offices||1|
|Annual Corporate Governance Letter||1|
|Integrated Report or Sustainability Report||1|
|Internal controls||Segregation among the functions and the decision-making powers of the SOE’s administrative bodies||1|
|Code of Conduct or Integrity||4|
|Training about the Code of Conduct||2|
|Implementation of a Compliance, Internal Control and Risk Departments||Mandatory|
|Assignments of the Compliance, Internal Control and Risk Departments||2|
|Internal Auditing and Statutory Audit Committee||Mandatory|
|Disclosure of the Statutory Audit Committee’s Report||4|
|Risk Management Policy||2|
|Related-Party Transaction Policy||Mandatory|
|Improvement of the Fiscal Council and Statutory Audit Committee’s duties||2|
|Composition of the board||Minimum requirements for appointment of administrators||Mandatory|
|Profile assessment of the Heads of the Compliance Department and Internal Auditing Department||Mandatory|
|Adherence to the requirements for appointment of administrators||1|
|Ban on the accumulation of functions||2|
|Board members term of office||1|
|Number of members at the board of directors||1|
|30% of independent directors||4|
|Commitment of the controller||Commitment of the public controller||4|