On December 7th, 2016, the Brazilian Securities and Exchange Commission’s Department of Market Regulation (Superintendência de Desenvolvimento de Mercado – “SDM”) published a notice calling for a public hearing (SDM’s Public Hearing No. 10/16) regarding proposed amendments to CVM’s Ruling No. 480, enacted on December 7th, 2009.
Amongst other adjustments, the following amendments are proposed:
(i) to create a new periodic form, named “Statement regarding the Brazilian Code of Corporate Governance – Public Companies”, by means of which every publicly traded company will have to disclose its corporate governance policies, comparing them to the standard corporate governance policies set forth in the recently published Brazilian Code of Corporate Governance. Initially, only companies registered under category A will be required to disclose such periodic form, notwithstanding that in the future other companies may also be required to disclose such information;
(ii) to adjust the Reference Form (“Formulário de Referência”), which would then require the disclosure of (a) information regarding “integrity programs” which may be adopted by companies, in accordance with the anti-corruption regulation; (b) specific information regarding the procedure adopted by the company’s board of directors to determine the individual compensation of the company’s managers; and (c) as far as State controlled corporations are concerned, information regarding the fulfilment of the general public interest that justified its incorporation, amongst other information; and
(iii) the adjustment of CVM’s Ruling No. 480 to other regulatory provisions enacted by CVM in order to set forth that solely qualified investors will be able to trade with shares and convertible securities issued by pre-operational companies until: (a) the issuer becomes fully operational; or (b) the issuer executes a Public Offering of shares complying with the requirements set forth in CVM’s regulation.
Any comments or suggestions regarding SDM’s proposed amendments shall be sent, in writing and until February 6th, 2017, to audpublicaSDM1016@cvm.gov.br or to SDM’s address at Rua Sete de Setembro, 111, 23th floor, Rio de Janeiro – RJ, Zip Code 20050-901.