July | 2018

ICGN approves guidance on investors’ fiduciary responsibilities

The International Corporate Governance Network (ICGN) approved, in its Annual Conference held in June, a new document that guides institutional investors regarding their fiduciary duties. The project was prepared by ICGN’s Shareholder Responsibilities Committee, chaired by Niels Lemmers, Director of the European Investors’ Association (IVZW). The Guidance complements the Global Stewardship Principles, approved by the ICGN in 2016, and highlights the importance of maintaining consistency between investor’s governance practices and investors’ fiduciary responsibilities.

The document translates the state-of-the-art discussion about fiduciary duties, including topics that, if not yet properly addressed in Brazil, will be in the short term.

The document is available here.

Global Stewardship Codes Developers Network discusses engagement and current affairs

The members of the Global Stewardship Codes Developers Network (GSCN) met in Milan during ICGN’s annual conference. The meeting, led by Chris Hodge, former director of the Financial Reporting Council (FRC), addressed topics such as the working paper of the Institute of Corporate Secretaries and Administrators (ICSA) – the document is available here – about shareholders’ engagement (mentioned in our June newsletter).

The members took advantage of the meeting to announce the updates made to their stewardship codes and programs. Highlights were the presentations of Netherlands, Japan, Taiwan and the United Kingdom.

Rients Abma, from Eumedion – representative of Dutch institutional investors -, talked about the Dutch Stewardship Code, which builds on Eumedion’s Stewardship Principles. In line with the European Directive of Shareholders’ Rights, the code will be used by all institutional investors. The adoption of the principles is mandatory for Dutch listed investee companies and voluntary for non-Dutch listed investee companies. The code will be effective in 2019 and asset owners and managers should apply to its principles and report on its implementation in the same year.

The Financial Services Agency (FSA), regulator of the Japanese capital markets, introduced the results of the update of its Stewardship Code. In addition to the Government Pension Investment Fund (GPIF), several corporate funds followed the same path, including Panasonic’s and Esai Pharmaceuticals’.

In Taiwan, the code launched by the local stock exchange in 2016 (same year of the Amec Stewardship Code) already has 59 signatories. In the United Kingdom, the expectation is about the review of the UK Stewardship Code, to be implemented by the FRC in the second half of the year.
The next meetings are confirmed, as follows, only for members:

» Board of Directors – August 2, in São Paulo, with remote access.

» Technical Commission – August 15, at Amec’s headquarters in São Paulo, with remote access.

» Foreigners Commission – August 21, via conference call.

» Management Board – August 23, at Amec’s headquarters in São Paulo, with remote access.

Confirmations of attendance must be submitted to maria.alice@amecbrasil.org.br.

Click here to access the Association’s annual calendar of meetings.

Controversy over the taxation in tender offers continues and harms investors

In the end of July, Amec reopened the discussion about the taxation of foreign investors in tender offers. In a letter sent to Mr. Eduardo Guardia, Brazil’s Finance Minister; Mr. Marcelo Barbosa, Chair of the Brazilian Securities and Exchange Commission – CVM -; and Mr. Jorge Rachid, Secretary of Brazil’s Federal Revenue Service, Amec requested again that the taxation of foreign investors in tender offers be clarified. Read more

Investor associations discuss the governance of stock exchanges with the WFE

The members of the Global Network of Investor Associations (GNIA) met in Milan with the CEO of the World Federation of Exchanges (WFE), Nandini Sukumar, to discuss the role of stock exchanges in fostering the capital markets’ governance practices. Representatives of the Italian and the Brazilian (B3) stock exchanges also participated in the discussion. Read more

ICGN publishes viewpoint about board succession planning

The International Corporate Governance Network - ICGN – published, in June, a series of guiding notes about the succession planning of boards’ members. The entity points out that, although many companies invest in sophisticated processes for board succession, there are companies that lack a structured process to deal with the matter and adopt approaches that range from wholly outsourced processes to opaque methods where the ultimate decision maker is the controlling shareholder. The document highlights important factors such as board composition, independence, shareholders’ engagement, and board skills and evaluation. Read more

IBGC repudiates tactics that can reopen the doors of state-owned enterprises for politicians

The Brazilian Institute of Corporate Governance – IBGC – voiced its opinion against the recent congressional attempt to eliminate the partisan political “shielding” provided for in the Law 13,303/2016 (the Corporate Law). The congressmen took advantage of the debate over the Law 6.621/2016, which provides for a new regulatory framework for regulation agencies, to include an amendment that eliminates, from the Corporate Law, the ban on the participation of authorities that were active – with decision making power - in politics or electoral campaigns in the previous three years in SOEs. Read more

Amec receives CVM to discuss the public hearing about the sanctioning process

On July 24, Amec’s members received the General Superintendent of the Brazilian Securities and Exchange Commission – CVM -, Alexandre Pinheiro dos Santos, at the association’s headquarters. The objective of the meeting was to deepen the discussion about administrative sanctioning processes and the imposition and dosimetry of penalties to enable a broader participation of the association and its members in CVM’s SDM 02/18. Read more

Change in MSCI’s indexes related to dual shares is postponed to October

In the end of June, the MSCI index announced its intention to broaden the consultation to include a discussion on the treatment of companies with unequal voting structures; its decision will be announced in October. Since the beginning of the year, the MSCI has been discussing with market participants a proposal to change the composition of its indexes to reflect the presence of companies with dual shares. The measure affects tech giants, such as Google, Facebook, Snap, Dropbox, as well as powerful companies, such as Berkshire Hathaway. Brazilian companies that do not adopt the one share one vote principle, such as Itaú Unibanco, Bradesco and Gerdau, would also be affected. Read more

Canada launches guidebook about environmental and sustainability matters to directors

The Canadian Coalition for Good Governance (CCGG), organization that promotes the best corporate governance practices, released a hands-on guide to help board members evaluate and supervise environmental and social (E&S) factors. The guidebook, which brings 29 practices recommended under eight key governance categories, aims to drive deeper dialogue between companies and investors, in addition to supporting boards in developing a robust approach to the topic. Read more

Amec receives the IIRC

Richard Howitt, IIRC CEO, and Lisa French, IIRC Chief Technical Officer, were welcomed at Amec’s headquarters by the association’s CEO, Mauro Rodrigues da Cunha (middle)
Richard Howitt and Lisa French, CEO and Chief Technical Officer of the International Integrated Reporting Council (IIRC), respectively, visited Amec’s headquarters in July. Together with Vania Maria Borgerth, Head Accountant at the Brazilian Development Bank (BNDES) and representative of the organization in IIRC’s board of directors, discussed the challenges to implement Integrated Reporting in Brazil. In addition to Amec, the IIRC’s executives also participated in events organized in partnership with the Brazilian Institute of Corporate Governance (IBGC) and the BNDES and met with institutional investors, primarily pension funds. Read more

FRC Chair calls for robust adherence to the UK Corporate Governance Code

In letters sent to chairs of listed companies, investors and proxy advisors, Win Bischoff, Chair of the Financial Reporting Council (FRC), regulator responsible for the UK Corporate Governance and Stewardship Codes, requested that companies work diligently to report their governance practices. The letters were published on July 20 after the recent review of the UK Code. Read more
Fórum Amec de Investidores 2018 – “Propostas para melhoria do Mercado de Capitais”
2018 Amec Investors Forum – “Proposals for the Development of the Capital Markets”
Organized by: Amec
Date: August 22, 2018
Venue: Casa Bisutti, Rua Casa do Ator, 577 – Vila Olímpia, São Paulo/SP
Click here for additional information.
Click here to register.
24º Congresso Apimec
Apimec 24th Congress
Organized by: Apimec
Date: August 7 and 8, 2018
Venue: Teatro CIEE – Rua Tabapuã, 445 – Itaim Bibi, São Paulo
Click here for additional information and to register.
Congresso Brasileiro de Mercado de Capitais
Brazilian Capital Market Congress
Organized by: Anbima and B3
Date: September 3 and 4, 2018
Venue: Memorial da América Latina - Av. Auro Soares de Moura Andrade, 664 - Barra Funda, São Paulo/SP
Amec’s members are entitled to a discount (“Institutional Partners”)
Click here for additional information.
8º Encontro de Contabilidade e Auditoria
8th Accounting and Audit Meeting
Organized by: Abrasca and Ibracon
Date: September 12, 2018
Venue: Teatro CIEE, Rua Tabapuã, 455 – Itaim Bibi - São Paulo
Click here for additional information and to register.
XV Seminário internacional CPC – Normas contábeis internacionais
XV CPC International Seminar – International Accounting Standards
Organized by: CPC
Date: October 15, 2018
Venue: Amcham Business Center – Rua da Paz, 1431 – Chácara Santo Antônio, São Paulo
Click here to register.
Fórum Diversidade no Conselho
Board Diversity Forum
Organized by: CKZ Diversidade
Date: October 23, 2018
Venue: Radisson Paulista – Alameda Santos, 85, Jardins, São Paulo
Click here for the program.
Click here to register.
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Amec - Associação de Investidores no Mercado de Capitais
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