Relevant Facts - February 2014 Send to a friend
Amec Opinion – An additional step towards the Corporate Democracy
To regulate goes beyond issuing standards, supervising and punishing. To regulate is also to guide. And maybe this is the most efficient way a regulatory body can operate. Everybody is already used to the attitudes of Central Banks from all over the world that, by means of cryptic announcements or strategically given interviews, actually manage to make the audience understand their objectives and act in the expected way. Many times, the use of traditional regulating tools or, in this specific case, of monetary policies, becomes even unnecessary.
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    Rescheduling of February Technical Commission meeting    

Amec’s next Technical Commission meeting was rescheduled for February 26th, 2014, at 5:30 pm, to be held at Anbima headquarters in São Paulo and Rio de Janeiro.

To confirm their presence, members must visit Amec’s website ( and, in the homepage, click on the meeting in which they intend to participate, fill in the data and send the form directly from the website.

    Official Letter Revolutionizes Brazilian Shareholders’ Meetings    

In a landmark decision, CVM’s (the Brazilian Securities and Exchange Commission) Superintendência de Empresas - SEP (Office of the Superintendent of Companies) has included, in its Official Letter 01, a series of recommendations that will strongly impact on the next season of Shareholders’ Meetings in the country.

The regulatory agency clearly and objectively states that companies are to publish, by means of Notices to Shareholders, eventual independent candidacies filed by non-controlling shareholders to the corporate bodies of publicly-held companies – primarily their Board of Directors and Conselhos Fiscais.

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    First Amec’s Letter to CVM addresses Instruction “Nova 10”    
    On January 30th, Amec (the Association of Capital Market Investors) sent this year’s first opinion to CVM – the Brazilian Securities and Exchange Commission – with suggestions and comments on the draft of Instruction “Nova 10,” which addresses the trading of own shares and derivatives referenced to such shares in publicly-held companies, and on the draft of “Alteradora da 358” (“Change to 358 Instruction”), which includes changes to the instruction that regulates the disclosure of information about transactions conducted by Boards’ members and shareholders with relevant share interests.    
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    Amec questions the issue of ‘creative’ securities    

In February, Amec sent a letter to CVM’s Superintendência de Desenvolvimento de Mercado - SDM (Office of the Superintendent of Market Development) calling the body’s attention to the serious problems resulting from the growing issue of “creative” securities in the capital market.

Although this financial innovation opens new possibilities for companies and investors, the issue of unusual securities brings negative consequences for institutional investors subject to specific regulatory restrictions. Many times, a significant number of investors are banned from purchasing these securities and have to waive from their subscription rights.

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    Amec is inquired about Accounting Standard    
    FACPC - Fundação de Apoio ao Comitê de Pronunciamentos Contábeis (body that provides support to the Accounting Standards Committee) has requested Amec’s help – collectively or on an individual basis – to prepare a document on Explanatory Notes.    
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    Decision taken by the members of Dasa’s Board of Directors is in line with the evaluation of Amec’s Technical Commission    

Dasa’s Board of Directors has met the expectations of Amec’s Technical Commission by announcing that the company can eventually call an Extraordinary Stockholders’ General Meeting to suspend the voting rights of its shareholder Mr. Edson Bueno in the event he manages to purchase more than 15% of the capital involved in the transaction and does not carry out a second offer for the shares.

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    CVM answers an inquiry made by Amec in 2010    

On January 31st, the Brazilian Securities and Exchange Commission answered an Amec’s inquiry submitted in December, 2010. By means of a certified mail, the association requested CVM to provide its opinion on the legality of some provisions in the by laws of publicly-held companies, including companies listed under Bovespa’s “Novo Mercado” category.

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    CVM submits the changes to the Instruction Nº 409 to public hearing    

The Brazilian Securities and Exchange Commission submitted the instruction draft that changes ICVM Nº 409, as of August 18th, 2004, to public hearing with the objective of “enhancing the regulatory environment so that smaller companies can have access to the capital market and be able to finance themselves by means of public issues of shares.”

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    The first companies to adhere to CAF    

Amec CEO delivers CAF certificate to the President of BM&F BovespaBM&FBOVESPA S.A. and Azul are the two first companies to sign the Term of Intention to Adhere to the Self-regulation Code of the Brazilian Takeover Panel (Comitê de Aquisições e Fusões - CAF).

The announcement was made on January 21st, during a ceremony held at Anbima headquarters, and counted on the presence of Mr. Nelson Eizirik, President of CAF; Mr. João Nogueira Batista, Executive Director of CAF; Mr. Edemir Pinto, President of BM&FBOVESPA; Mr. David Neeleman, CEO of Azul; in addition to the CEOs of CAF supporting entities: Mr. Mauro Rodrigues da Cunha, from the Association of Capital Market Investors (AMEC); Ms. Denise Pavarina, from the Association of Entities of the Financial and Capital Markets (ANBIMA) and Ms. Sandra Guerra, from the Brazilian Institute of Corporate Governance (IBGC).

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    Amec participates in the assessment panel of the 16th Abrasca Award – Best 2013 Annual Report    

The Association of Capital Market Investors will support and participate in the assessment panel of the 16th Abrasca Award – Best 1023 Annual Report. For that, the entity must recommend three representatives by February 24th.

Amec’s members interested in participating in the assessment panel must send an email with their name, name of the company that is Amec’s member, phone number and email address to

    IBGC’s public hearing is open to suggestions up to March 7th    

The Brazilian Institute of Corporate Governance (IBGC) has submitted the draft of the “Introduction to Good Governance Practices for Close Corporations” book to public hearing. Click here to access the document, which is a preliminary version that will be further reviewed. Suggestions must be sent by March 7th, 2014, to

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