Novo Mercado
In compliance with the best corporate governance practices and geared towards generating value to shareholders, YDUQS Participações, at the Extraordinary Shareholders’ Meeting held on June 13, 2008, approved the proposal to migrate from level 2 of corporate governance to the Novo Mercado listing segment, as well as the respective amendments to the Company’s Bylaws in order to adapt to Novo Mercado requirements.
The Novo Mercado listing rules require, in addition to the obligations set forth by the Brazilian legislation in force, the compliance with the following items, among others:
- Capital stock must comprise only common shares entitled to vote;
- Grant tag along rights to all shareholders, in the event of sale of the Company’s control, and the acquirer of control undertakes to hold a public tender offer for the shares of other shareholders, ensuring they are offered the same share price paid for each share of the seller of control;
- Creation of the Internal Auditing department, with the duties of Compliance and Audit Committee (whether statutory or not);
- Upon delisting from Novo Mercado, the Company must hold a Public Tender Offer (PTO) at fair price, and shareholders who hold at least 1/3 of free float must accept the PTO or expressly agree to delist from Novo Mercado;
- The Board of Directors shall comprise at least 2 or 20% of independent members, whichever is greater, for a unified term of office of at most 2 years;
- The Company undertakes to maintain free float corresponding to 25% of outstanding share or 15% if the average daily trading volume (ADTV) is higher than R$25 million%;
- Structuring and disclosing the assessment of the board of directors, its committees and executive board;
- Preparation and disclosure of(i) compensation policy; (ii) nomination policy for members of the board of directors, its advisory committees and statutory executive board; (iii) risk management policy; (iv) related-party transaction policy; and (v) securities trading policy, with a minimum content (except for the compensation policy);
- Concurrent disclosure in English and Portuguese of material facts, information about dividends and other distributions, as well as earnings releases;
- Monthly disclosure of trading with the company’s securities by controlling shareholders.