Opinion of Amec – Habemus CAF After more than four years of negotiations, the Mergers and Acquisitions Commission – CAF, popularly known as Brazilian Take Over Panel, will be finally set up in the next weeks. Although police authorities are not likely to have problems with groups of people celebrating this accomplishment on the streets, this is a fact that must (should) be happily celebrated by all those who expect a healthier capital market. May it reach its full potential, CAF can eventually be as important for the country as the Novo Mercado created 12 years ago. Technical Commission: new date in June In view of the fact that Amec’s CEO, Mauro Rodrigues da Cunha, will be participating in the 11th Latin American Roundtable on Corporate Governance, the date of the next Technical Commission (TC)’s meeting was changed from June 19th to June 17th, at 5.30 pm, at Anbima’s headquarters in São Paulo and Rio de Janeiro. The dates of the other TC’s meetings will remain as previously scheduled. Those who intend to participate in the meeting to take place on June 17th must confirm by e-mail (Maria Regina - mrqsilva@amecbrasil.org.br). Amec’s 6th Seminar to be held on October 29th Amec’s 6th Seminar will take place on October 29th, at Hyatt hotel, in São Paulo, from 8 am to 6 pm. This year, the association’s annual event will be presenting the topic "Corporate Democracy: shareholders’ and companies’ rights and obligations." Amec’s seminars, which first edition took place in 2008, are held on a yearly basis. The 5th Seminar, held in São Paulo on November 7th, 2012, comprised a whole day of debates focused on the challenges faced by Corporations in Brazil and was attended by more than 200 participants. The event counted on a highly skilled audience and on the first public participation of CVM’s (Brazilian Securities and Exchange Commission) new president, Leonardo Pereira. Its content is available at www.youtube.com/amecbrasil. The 4th Seminar, held in 2011, addressed the topic "Brazil Market: the Resumption of the Positive Agenda." The objective was to foster the resumption of the corporate governance’s positive agenda in the country by means of concrete proposals. In 2010, the 3rd edition covered the "The Role of State-Owned Companies in the Development of the Capital Market", aimed to promote a positive debate about the topic with proposals that contribute with the progress of the corporate governance in state-owned companies. And it was in 2009, during its 2nd Seminar that Amec kicked off the discussions around the creation of CAF – Mergers and Acquisitions Commission – introducing the topic "Takeover Panel International Seminar and Mergers in Brazil." At the event, we counted on the presence of representatives of the English and Australian Takeover Panels. This event was the catalyst for the Takeover Panel issue in Brazil. In 2008, when Amec started to organize its own events, the seminar addressed the topic "Abusive Exercising of the Controlling Power in Corporations," and was attended by more than 130 participants.
Amec submits suggestions and comments on the draft that changes ICVM 480 The Association of Capital Markets Investors (AMEC) has issued suggestions to and comments on the Instruction draft that changes and adds provisions to ICVM 480, primarily regarding the updating of the reference form, the reporting of operations related to rights issues, transactions among related parties and change to the provisions of ICVM 358 and 481. Amec’s Technical Commission has analyzed and discussed the new instruction’s draft and decided on the filling of some suggestions and comments, duly approved by the association’s Board of Directors. The document is available at http://www.amecbrasil.org.br/doc2/CARTA_PRESI_04_2013_AMEC_Audiencia_Publica_480.pdf
Association seeks to extend the deadline of the public hearing about mergers, split-ups and takeovers Amec’s CEO, Mauro Rodrigues da Cunha, has submitted a letter to CVM (Brazilian Securities and Exchange Commission) Office of the Superintendent of Market Development requesting the extension of the deadline of the public hearing SDM N° 04/13 – Proposal on regulations for mergers, split-ups, takeovers and mergers of shares involving issuers of securities registered under category A. "It is a highly sensitive issue for AMEC’s members that has been subject to repeated abuses against the country’s minority shareholders. Amec supports CVM’s efforts towards changing this situation and intends to help by making comments and contributions to this public hearing," explains Cunha. So that the association is able to file its suggestions, it would be necessary extra time for the Technical Commission to diligently analyze the topic and carry out the necessary technical debates.
AMEC and ISE strengthen relationship The coordination team of the Corporate Sustainability Index (ISE) participated in the last meeting of Amec’s Technical Commission with the objective of clarifying the index’s parameters. Carlos Brandão and Roberta Simonetti, member of ISE’s Board of Directors and ISE’s Executive Coordinator, respectively, detailed how the mentioned index works and the criteria adopted for it. They also explained that ISE is an index that measures the average return of a theoretical portfolio of shares of publicly held companies listed in BM&FBovespa with the best practices in sustainability terms, comprised of up to forty companies selected among the issuers of the two hundred shares with the best returns at BM&FBovespa, under the voluntary participation of the companies. This portfolio is reviewed on a yearly basis. Brandão explained that the methodology used is based on a questionnaire answered by the company and sent back together with evidences, grouped in seven categories (Environment, Economic and Financial, General, Corporate Governance, Climate Changes, Type of Product and Social). The ISE has an independent Advisory Board that analyzes the answers and evidences based on a quantitative and qualitative analysis to further define the companies that will be part of ISE.
Henrique Teixeira is the entity’s representative in Abrasca’s Self-Regulation Board Amec is now part of Abrasca’s Self-Regulation Board by means of its full member Henrique Teixeira, from Neo Gestão de Recursos. Helder Soares, from Claritas, will be his deputy in the Board. Abrasca’s Self-Regulation Board is responsible for maintaining and supervising Abrasca’s Code of Self-Regulation and Good Practices of Publicly Held Companies. Companies may do not apply one or more regulations provided they explain to their shareholders the reasons for that. Explanations must be filled in the item 12.12 of the Reference Form. In this same item, companies must report the compliance date and acknowledge they apply the code’s principles and remaining regulations.
Imposition on the disclosing of executives’ salaries is vetoed by the Justice of Rio de Janeiro The Federal Justice of Rio de Janeiro issued a decision on May 17th that bans the Brazilian Securities and Exchange Commission (CVM) from imposing that publicly held companies disclose the maximum and minimum individual salaries paid to their executives. The regulation is valid for the companies associated with the Brazilian Institute of Finance Executives (Ibef) from Rio, which judicially contest the regulation established by CVM"s Instruction 480/09. The Justice accepted Ibef’s thesis that disclosing the executives’ salaries on CVM’s intranet page contravenes the rights acknowledged by the Constitution and that it would violate the executives’ intimacy and privacy. The regular Judge of the 5th Federal Court, Firly Nascimento Filho, also argued that the Corporations Law provides General Shareholders Meetings with the right of establishing the global or individual salaries of their administrators. The law also allows that 5% of the shareholders claim that the value of the salaries paid to the executives is disclosed. The analysis is that CVM’s instruction contradicts these Corporations Law’s provisions.
FIPECAFI – lecture by CODIM – Market Information Disclosure Guidance Committee Objective: To present and discuss the development of the best practices of information disclosure in Brazil with professionals from the capital market with different views, addressing what CODIM has been doing to improve the transparency and accountability of domestic companies. Audience: Investor Relations Professionals, Board of Directors’ and Statutory Audit Committees’ Members; Investment Professionals in general; Analysts of the Capital Market; Credit Analysts; Investment Portfolio Administrators and Managers; Financial Executives; Institutional Investors and Consultants. Date: June 11th, 2013 Hour: 7 pm to 10 pm Venue: Edifício Fipecafi – R. Maestro Cardim, n° 1170, Bela Vista, São Paulo Cost: free Information and enrollment: (55 11) 2184-2040 or by email eventos@fipecafi.org
APIMEC SP – Companies Valuation course
Dates: June 17th, 19th, 24th and 26th Hour: 7 pm to 10.30 pm Venue: APIMEC SP’s headquarters – R. Libero Badaró, 300 – 2° andar Costs: APIMEC members – R$ 600.00 Members of supporting entities – R$ 1,000.00 (Supporting entities - ABRAPP/ABRASCA/AMEC/BRAIN/IBGC) Information and enrollment: by June 7th, by e-mail eventos@apimecsp.com.br or by phone 55 (11) 3107-1571
Abrasca and IBRI – 15th Domestic Meeting of Investor Relations and Capital Market
Dates: July 3rd and 4th, 2013 Venue: Fecomercio – R. Doutor Plínio Barreto, 285, São Paulo Information and enrollment: 55 (11) 3707-5557 and 55 (11) 3106-1836