Overview

In order to maintain the highest standards of corporate governance, Rossi has entered into an agreement with the BM&FBOVESPA whereby it undertook to comply with the Novo Mercado’s listing requirements. The companies that join the Novo Mercado listing segment voluntarily commit to adopting corporate governance practices and disclosing additional information not required by the legislation.

Corporate Governance Practices:

Novo Mercado Rossi
Share characteristics Only common (ON) shares are allowed
Minimum percentage of free float shares At least 25%
Public offerings of shares Stock dispersion efforts
Prohibited statutory provisions Voting limitation on shareholders with less than 5% of the capital stock, qualified quorum and entrenched clauses
Membership of the Board of Directors Minimum of five members, at least 20% of whom must be independent, with a unified term of office of up to two years Five members, 40% of whom are independent
Prohibition on the accumulation of positions The positions of chairman of the Board of Directors and chief executive officer or main executive cannot be held by the same person (grace period of three years as of the listing date) The positions of chairman of the Board of Directors and chief executive officer have been held by different persons since 2001.
Board of Directors’ obligation To issue an opinion on any tender offer for the acquisition of shares of the company
Financial statements Translated into English
Annual public meeting and corporate events calendar Mandatory
Additional information disclosure Publication of a securities trading policy and a code of conduct
Tag-along rights 100% for common (ON) shares
Tender offer for the acquisition of shares for least at their economic value Mandatory in case the company goes private or is delisted from this segment
Arbitration by the Market Arbitration Chamber Mandatory
Alignment of interests between executives and shareholders through the Stock Option Plan Not provided for
Board of Directors’ advisory committees: Audit and Finance, People and Governance Not provided for

Rights of Rossi’s common shares:

  • Vote at the Company’s shareholders’ meetings;
  • Minimum mandatory dividends equivalent to 25.0% of net income every fiscal year; and
  • Extension to all shareholders of the same conditions obtained by the controlling shareholders in the event of disposal of the Company’s shareholding control.

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