Opinion of Amec – Conclaves
April 30th marks the deadline for Brazilians to settle accounts with the Federal Internal Revenue by filing their tax returns. But, in addition to the appalling meeting with the "Lion", the date also represents another milestone: the end of the season of shareholders meetings in Brazilian companies. It´s fact that only a minor portion of Brazilians is concerned with this latter event, but maybe the news is exactly here: this has been changing.
Entity establishes Foreigners Commission to meet the international demand
The first meeting of Amec´s Foreigners Commission was held last month via conference call. "We have decided to have these meetings on a monthly basis aimed to further engage our foreigner members – primarily those who do not speak Portuguese", explains Mauro Rodrigues da Cunha, Amec´s CEO.

The CEO highlights that Brazilian members are invited to contribute with the Foreigners Commission and with the sharing of knowledge among the parties. It is also a good opportunity for those who, for any reason whatsoever, could not attend the Technical Commission´s (TC) meeting, once the Foreigners Commission will include a summary of the content addressed in the previous TC´s meeting. Foreigners Commission´s meetings will be held every fourth Tuesday of the month via conference call. The strategic planning to get closer to foreigner investors has been already bringing results. Today, the entity counts on five international representatives, namely, Aberdeen, BlackRock, Cartica, J. P. Morgan, and Skagen.
Corporate Governance Group talks about its experience at shareholders´ meetings - by Marcelo Gasparino da Silva
As the spokesperson of the Corporate Governance Group (CGG), I will be describing here the entity´s experience at Shareholders´ Meetings in which it got involved either directly or indirectly. Our first objective was to occupy, on a professional basis, the seats assigned to minority and preferred shareholders, especially those resulting from BM&Fbovespa´s differentiated governance levels.

UBS joins Amec
Last Friday, Amec´s Advisory Board approved the inclusion of its 59th member: UBS. "UBS has a long-standing tradition in the management of resources and high aspirations to grow in Brazil. To be an Amec´s member and, therefore, to help strengthen the Brazilian capital market is definitely another step towards this goal", states Paulo Corchaki, Head of Wealth Management Services and member of Amec´s Board.

Headquartered in Zurich and Basel, Switzerland, UBS is a global financial services company that offers a mix of wealth and assets management and investment bank services both locally and globally. By providing a broad range of services, UBS aims to become the choice of clients all over the world and create value for its shareholders.

UBS operates in all major financial centers worldwide. It has offices in more than 50 countries, with 36% of its employees working in the Americas, 35% in Switzerland, 17% in the rest of Europe, and 12% in Asia Pacific. USB employs approximately 63,000 people all over the world. USB´s stock is traded in the Swiss Exchange (SIX) and in the New York Stock Exchange (NYSE).

Minority shareholders elect independent directors to Petrobras´ Board of Directors and Audit Committee
At the Special Shareholders´ Meeting held on April 29th, 2013, at Petrobras´ headquarters, the candidates appointed to be representatives of minority shareholders in Petrobras´ Board of Directors and Audit Committee were elected:

* Mauro Gentile Rodrigues da Cunha, CEO of Associação de Investidores no Mercado de Capitais – Amec (Association of Capital Markets Investors) was elected to represent minority shareholders in the company´s Board of Directors;

* Walter Luis Bernardes Albertoni, attorney and Amec´s legal advisor, was elected to represent preferred shareholders in the company´s Audit Committee. His deputy will be the professor Roberto Lamb, from the Federal University of the State of Rio Grande do Sul - UFRGS.

* Reginaldo Alexandre, Apimec Nacional´s CEO, was elected to the position of audit advisor to represent ordinary minority shareholders. His deputy will be Mr. Mario Cordeiro Filho, former controller at CCR.

According to the state-owned company, the nominees were appointed by a group of shareholders representing at least 0.5% of the company´s social capital and had the support of local and foreigner shareholders representing from 1.2 and 1.5 billion shares. It is the first time foreigner shareholders are able to nominally exercise their voting rights for the company´s shareholding structure.

2012 Board of Directors´ Report is already available in Amec´s site
Amec´s 2012 Board of Directors Report, presented to the entity´s members at the General Shareholders´ Meeting held April 4th, 2013, is already available in the entity´s site.

Click on the following link to access the 2012 report

The document details last year´s pronouncements, among which relevant discussions to ensure the best practices of corporate governance, such as in the case of the election of the representative of minority shareholders in Petrobras´ Board of Directors, and the fulfillment of fiduciary duties by the electric power sector´s administrators and investors as a result of the changes proposed by the Government by means of the Provisional Measure 579.

It also reports on Amec´s interaction with CVM (the Brazilian Securities and Exchange Commission) to enhance the representation, presence and voting processes in Brazilian companies´ shareholders meetings. The objective is that these conclaves become increasingly relevant and democratic so that shareholders are really able to monitor the companies in which they participate. CVM has been demonstrating great willingness to listen to the market and Amec has been very pleased with this interaction.

The 2012 Board of Directors´ Report also brings the debates and speeches about the challenges faced by corporations in Brazil delivered during Amec´s Annual Seminar held on November 7th, in São Paulo. The event counted on a highly skilled audience (more than 200 attendees) and on the first public participation of CVM´s new president, Leonardo Pereira. The event was a milestone in Amec´s history once it contributed with a fruitful knowledge sharing. A proof of that is that its video has been constantly revisited by those who want to better understand the universe of corporations -

Suggestions to improve the regulatory standards of Article 291 of Corporate Law
Amec submitted a letter to CVM (the Brazilian Securities and Exchange Commission) with suggestions and fundamentals that lead to the recommendation of reviewing cases listed under the Article 291 of Corporate Law: the minimum percentage for the submission of the request for the exhibit of records, the minimum percentage for the request to call a general shareholders meeting, the minimum percentage required to request the multiple voting process and the percentage required to propose the filling of actions against administrators.

The entity´s Technical Commission promoted debates and discussions about the content of the Article 291 of Corporate Law that provides the agency with the possibility of regulating some of the law´s articles by establishing a minimum applicable percentage to publicly–held companies based on their capital stock, as well as about whether the current landscape of the Brazilian capital market demands changes to the mentioned percentages.

Click on the following link to access the letter

Amec contributes to public hearing about CVM Instruction 480
The Brazilian Securities and Exchange Commission (CVM) discussed the draft of the Instruction that changes the provisions of the form (similar to Form 20–F) provided in CVM Instruction 480 in a public hearing held last March 15th. Based on the importance of the topic, members understood that it is essential that Amec participates in this debate suggesting improvements to the text so that it better depicts the current situation of the Brazilian securities market.

The debates related to the entity´s suggestions cover several topics, among which, the individual statements by the President and the Director of Investor Relations (item 2.2.1), risk factors – total accrued value (item 2.2.2), the change to IN 358 (item 2.2.3) referring to information about relevant  shareholders´ positioning, summary minutes and the requirement of reporting the management´s opinion on proposals for the increase of the social capital within the authorized capital range. The debates continue in our Technical Commission. Amec will be submitting its suggestions by May 14th, 2013, the deadline set by CVM.

Amec holds event to promote knowledge sharing among members and individual investors
On April 18th, 2013, Amec organized the 1st Amec Meeting – Individual Investors, another initiative by the entity to encourage the engagement of Brazilian publicly–held companies´ investors. The meeting was focused on discussions about the ongoing landscape as to minority shareholders´ rights and on the exchange of information among members and active investors who share the same objectives.

In addition to the investors invited, the event counted on the participation of members of Amec´s Board of Directors and Technical Commission. At the event, Amec´s CEO made a brief presentation on the association´s agenda and on some relevant topics that have been discussed by the Technical Commission related to publicly–held companies, regulations and CVM´s operations. After that, there was an informal debate and guests had the opportunity to address their concerns.