IBGC Code of Best Practice of Corporate Governance Recommendations
The “Code of Best Corporate Governance Practices”, issued by the Brazilian Institute of Corporate Governance – IBGC, aims to make the Brazilian organizational and institutional environment more solid, fair, accountable and transparent by establishing recommendations for the creation of better corporate governance systems in the organizations to optimize the value of the organization by facilitating its access to resources and contributing to its good performance and longevity.
The Company is committed to the best practices of corporate governance, having adhered to IBGC recommended practices, such as Prohibition of the use of insider information and existence of a relevant information disclosure policy; Directors with experience in operational, financial and other matters, as well as experience in participating in other boards of directors; Maintaining a whistleblowing channel (“Confidential Channel”) for reporting or resolving ethical dilemmas; Statutory provision for the installation of a Fiscal Council.
Novo Mercado Listing Segment
The Company is also subject to the rules of the Novo Mercado Regulations. The Novo Mercado is the most stringent of B3’s listing segments, requiring a greater degree of corporate governance practices.
Companies that enter the Novo Mercado voluntarily submit to certain stricter rules than those present in Brazilian law, for example, being obliged to issue only common shares; keep at least 25% of the share capital or 15% of the share capital, provided that the average daily trading volume of the Company’s shares remains equal to or greater than R $ 25,000,000.00, considering the trades carried out in the last 12 (twelve) months; set up an Audit Committee; approve the internal regulations of the Board of Directors and its advisory committees; institute internal controls area in the Company, among others. Adherence to the Novo Mercado occurs through the signing of a contract between the company, its managers and controlling shareholders and B3, in addition to adapting the company’s bylaws in accordance with the rules contained in the Novo Mercado Regulations.
To maintain good corporate governance practices, Hapvida adopts a 15-day blackout period prior to the public disclosure of financial statements, avoiding information asymmetry. During this period, the company does not disclose inside information about the Company’s results, and only the professionals who have access to such information are the ones involved in its preparation. The Company blackout periods are accompanied by restriction periods on the trading of shares by all its employees and management.
Management Structure Organizational