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Governance Model

Governance History

For some time already we have adopted solid governance practices. Since 2005, we undergo external audit by one of "The Big Four" firms, and we also conduct internal audits. In 2007, BNDESPar became a shareholder of the Company, and has since then contributed to our business strategies and corporate governance practices. In 2010, we adopted the International Financial Reporting Standards (IFRS), published and revised by the International Accounting Standards Board (IASB). Additionally, under our old corporate structure, we already used to adopt certain practices of publicly-held companies, such as the preparation of quarterly information (ITRs) since 2013. In 2012, we created the Board of Directors of the Company, which has now five members, two of which are independent, and in 2013, we installed the Fiscal Council, which is currently composed of three members. In January 2014, we implemented a new integrated management system (ERP) for the Company, called SAP, aimed at better information technology and internal process control. This implementation project received the "Impact Awards 2014" during the 17th annual ASUG Brazil Conference (SAP Users Association).

On September 29, 2014, we and the Selling Shareholders entered into the Novo Mercado Participation Agreement with BM&FBOVESPA Securities, Commodities and Futures Exchange, which will become effective on the date of publication of the Notice of Commencement, adhering to the Novo Mercado special listing segment of BM&FBOVESPA, governed by the Novo Mercado Listing Rules, which set forth corporate governance practices that are stricter than those set forth in the Brazilian Corporation Law, especially when it comes to transparency and protection of the minority shareholders’ rights.

Our Corporate Governance Practices and the Brazilian Institute of Corporate Governance - IBGC

Among the corporate governance practices recommended by IBGC in its Code of Best Practice of Corporate Governance, we adopt the following practices:

  • the Company’s capital stock is exclusively composed of common shares, granting voting rights to all shareholders;
  • keeping and disclosure of records containing the number of shares held by each shareholder, identifying them by name;
  • in case of transfer of control, mandatory tender offer to all shareholders, not only to those who are part of the controlling block. All shareholders must have the option to sell their shares under the same terms. The transfer of control must be carried out at a transparent price. In case of sale of the entire controlling block, the acquirer must conduct a tender offer to all shareholders under the same conditions of the controlling shareholder (tag-along);
  • hiring of an independent audit firm to examine the Company’s balance sheets and financial statements;
  • provision in the Bylaws for installation of a Fiscal Council;
  • clear definition in the Bylaws concerning (a) the procedure to call a Shareholders’ Meeting, and (b) the election, removal from office and term of office of the members of the Board of Directors and Executive Officers;
  • adoption of a Board of Directors;
  • transparency in the public disclosure of the annual management report;
  • free access for Board members to the Company’s information and facilities;
  • resolution of any disputes, via arbitration, arising between the Company, its shareholders, managers or members of its Fiscal Council;
  • the Shareholders’ Meeting has authority to resolve on: (a) increase or reduction of capital stock and other amendments to the Bylaws; (b) election or removal from office, at any time, of members of the Board of Directors and Fiscal Council; (c) take, on a yearly basis, the management accounts and resolve on the financial statements; and (d) transformation, merger, incorporation, spin-off, dissolution and liquidation of the corporation; and
  • choosing the location where the Shareholders’ Meeting will take place so as to facilitate the attendance by all shareholders or their representatives.
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