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 Comittee and Legal Comittee | Mandatory, regarding the Audit Comittee | |
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.
Update: April 26, 2022