Relevant Facts - June 2015 Send to a friend
Amec Asks for Transparency in Management Compensation

The Association of Capital Markets Investors (AMEC) recommended a group of companies to waive the use of the injunction obtained by the Brazilian Institute of Financial Executives Rio de Janeiro (IBEF-RJ), which exempted these companies from disclosing information regarding the remuneration of directors and senior managers in the framework demanded by the Securities and Exchange Commission (CVM).

Amec understands transparency in the practices of management compensation as a necessity for publicly held companies, concerned with the service offered to their shareholders, for two reasons. The first refers to the opportunity to report how the shareholders’ capital has been invested, and the second relates to the significant impact such transparency brings to the structure of incentives, which may lead either to an increase or to a decrease in recurring “agency problems” -- a conflict of interest among a company’s shareholders and managers.

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Amec invites BM&F Bovespa, Glass Lewis & Co. and ISS to debate “superpreferred” shares

The Association of Capital Markets Investors (AMEC), invited BM&F Bovespa, Glass Lewis & Co., and Institutional Shareholder Serivces, ISS, to engage in a debate on “superpreferred” shares to stir the possibility of revisiting their respective stand on the matter.

Recently, Amec expressed its concern with the new corporate structure, approved by BM&F Bovespa, which includes the issuance of super non-voting shares – shares with no voting rights, but filled with disproportionately high economic value. Already implemented by two companies accepted by BM&F Bovespa’s Level 2 Segment, Azul and Gol Linhas Aereas, the structure may threaten the credibility of the Novo Mercado, for it injures good practices of corporate governance.

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Amec’s June meetings – for members only – are confirmed as follows:

Technical Commission – June 17, at Amec’s headquarters in São Paulo, with remote access.

Foreigners Commission – June 23, via conference call.

Board of Directors – June 25, at Amec’s headquarters, in São Paulo.

Attendance confirmation must be sent to

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

    Bob Monks is ICGN’s Annual Conference Star    

Entrepreneur and activist Bob Monks gave a distinguished speech at ICGN’s Annual Conference, which happened from June 3nd to 5th, in London. The Conference marked the 20th anniversary of the organization, which brings together investors managing circa USD 24 trillion.

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    Audit Committees on Investors’ Spotlight    

The direct engagement of long-term investors with the Audit Committee from investee companies may reveal itself as the next step in the search for best practices and results. Such was the message on the first debate at ICGN’s Annual Conference, which happened in London, from June 3 to 5.

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    Brazil on the Spotlight for its Proxy Access Evolution    

Nowadays, one of the most important international discussions regards the investors’ capacity to appoint independent candidates to the councils of the investees companies.

In the Shareholder Rights Committee (SHRIG) at the ICGN, several countries demonstrated progress on the matter. Some criticized initiatives, such as the requirement of a long term share ownership, in order to make indications, which effectively creates different classes of shares.

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    European Directive Causes Concern    

The vote of the European Shareholders Right Directive, scheduled for June 10, focused the attention of participants at ICGN’s Annual Conference. Among several proposals discussed, the issue on differentiated voting rights -- already adopted in countries such as France and Italy – was condemned once again by investors. ICGN attempted to influence the debate through the publication of a document as well as through a speech given by Executive Director, Kerri Warring, highlighting the mistake of breaking the rule one share, one vote as a way to encourage a long-term posture from investors.

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    Financial Times’ Columnist questions shareholder’s role    

Financial Times’ columnist, Martin Wolf, gave a speech at ICNG’s Annual Conference that left the audience, composed by institutional investors, surprised, as he suggested the possibility of the model of corporate power based on the shareholder to be incorrect.

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    CVM Announces the 9th Press Award on Investor’s Education    

Recipients are recognized for their collaboration to financial education

The Education Advisory Committee from CVM announces the winners of the 9th Press Award on Investor’s Education. Each recipient will receive a certificate as well as individual prizes of R$ 3,500.00.

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    Russia approves shareholder’s protection    

The Russian market has recently undergone three improvements vis-à-vis investor protection: a corporate law reform, new listing rules on the stock exchange, and a new Code of Corporate Governance.

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    French shareholders say goodbye to Lei Florange    

The shareholders of many major French companies have voted to opt out of the Florange Act's provisions on double voting rights and the use of issuance authorizations as anti-takeover measures. Two notable exceptions are Air France KLM and Renault, where proposals to opt out of double voting rights provisions have been rejected, a phenomenon that is partially attributable to the French State's increase in its shareholding through either share borrowing or the outright acquisition of shares.

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    Scholars examine the impact of collective action performed by CCGG investors    

Scholars from the University Toronto and the University of Oklahoma published an article on the impact of collective actions coordinated by investors that are members of a coalition of Canadian companies.

The research analyzes measures of collective action that can increase the power of institutional investors, and allow them to have a significant role influencing governance decisions from a wide range of companies. Craig Doidge, Alexander Dyck, Hamed Mahmudi, and Aazam Virani examine the Canadian model delineated by the Canadian Coalition for Good Governance (CCGG) -- Coalition that brings together into a single organization several of the largest institutional owners of Canadian equities.

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    ABRAPP publicly supports the Brazilian Takeover Panel    

On June 3, ABRAPP, the Brazilian association of closed pension funds and offering employer-sponsored retirement plans, sent a supportive letter to the Brazilian Takeover Panel (CAF) –inspired by the English Takeover Panel — congratulating the entity’s initiative. In the previous month, Aberdeen Asset Management, the UK’s largest third-party asset manager, submitted a similar letter to CAF, in which the asset manager recommended Brazilian companies to adhere to the association.

    17th National Meeting of Investor Relations and Capital Market    

Dates: July 14 and 15, 2015
Venue: Fecomercio – Rua Dr. Plinio Barreto, 285 - São Paulo - SP
55 11 3107-5557
Click here to register

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    Ibracon 5th Brazilian Accounting and Independent Auditing Conference    

On August 3 and 4, Ibracon – the Brazilian Institute of Independent Auditors – will be holding the 5th Brazilian Accounting and Independent Auditing Conference.

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