November | 2018
The next meetings of Amec are confirmed, only for members:

» Technical Commission – December 19, at Amec’s headquarters in São Paulo, with remote access.

» Management Board – December 13, 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.

Dividend Policy and Fiduciary Duty

In 1990, Merton Miller was awarded with the Nobel Prize, together with Franco Modigliani (winner of the prize in 1985), for the development of a counterintuitive theory. The so-called Modigliani-Miller Proposition states that the value of a company does not depend on its capital structure. Among other consequences, it means that the dividend policy is irrelevant to the company.

In view of that, it’s curious to note that many of the recent initiatives to improve the corporate governance practices recommend the adoption of a dividend policy. Read more

Amec requests CVM to review Guidance Statement 35 and Instruction 361

In a letter sent to the Brazilian Securities and Exchange Commission on November 23, Amec – the Association of Capital Market Investors – requests the regulator to review the Guidance Statement 35, of 2008, and to start discussions to revise the Instruction 361 to modernize the structure of IPOs. The requests derive from successive mergers, especially those involving stock mergers, which meet the form of the provisions established by the regulatory authority but do not comply with the essence that led to their creation – the protection of minority shareholders. The most recent transaction of this type is the corporate reorganization announced by Gol Linhas Aéreas and its controlled company Smiles. Read more

Indemnity paid to shareholder by Qualicorp is act of liberality that should be punished

On October 1, Qualicorp announced the signing of a non-business agreement with José Seripieri Filho, the company’s CEO and owner of almost 15% of its capital. To not dispose of his shares and not compete with Qualicorp for the next 6 years, the executive received an “indemnity” of BRL 150,000,000.00. In Amec’s opinion, it is a fraudulent transaction that should be exemplary punished. Read more

Amec’s CEO participates in WCD event about corporate engagement

Amec’s CEO participates in WCD event about corporate engagement
The CEO was the moderator of the debate about corporate engagement promoted by WCD
The role of investors as drivers of improved governance practices was the theme of the latest event of the year promoted by the Women Corporate Directors Brazil (WCD), in São Paulo. The CEO Mauro Rodrigues da Cunha was the moderator of the meeting “Corporate Engagement – Investors contributing to the improvement of governance and diversity in the companies”. Read more

IBGC promotes governance course for board members of Latin American state-owned enterprises

Amec’s CEO, Mauro Rodrigues da Cunha, will be one of the speakers of the 1st edition of the Course for Board Members of State-owned Enterprises. Directed at board members of Latin American state-owned enterprises, the course, to be held in São Paulo from December 4 to 8, is being organized by the Brazilian Institute of Corporate Governance in partnership with the Center for International Private Enterprise (Cipe) and the International Finance Corporation (IFC), sister organization of the World Bank. Read more

Previc prepares to create rules applicable to the selection of managers

On November 25, Previc, the Brazilian authority responsible for regulating pension funds, closed the stage comprising the submitting of contributions to the public hearing that will culminate in its first set of rules applicable to portfolio managers. The new regulation will detail the requirements for the selection and supervision already provided for in the Resolution 4,661, edited in May by the National Monetary Council. Read more

Proxy-voting system discussed at SEC roundtable

On November 15, the Securities and Exchange Commission held a roundtable to discuss improvements in proxy-voting systems – a key process to drive both the participation of investors in shareholders’ meetings and influence on the corporate practices adopted by the companies. According to the article published in the Pension & Investments website, the roundtable, announced in July, featured 15 panelists with a range of viewpoints. Read more

ISS releases policies for 2019 shareholders’ meetings

The Institutional Shareholder Services (ISS) released its voting recommendation policy effective for meetings after February 2019. Among the updates, the ISS announced a new policy on gender diversity that will be applicable for companies in either the Russell 3000 and S&P 1500 indices. After the year-long grace period (2019), that is, from 2020 on, companies with no female directors serving on their boards can receive recommendations against the election of the chair of the nominating committee. In cases where there is no formal nominating committee, recommendations against the election of other directors who are responsible for the board nomination process can also be made. Read more
Send to a friend:
Send to a friend:
Be a member:
Be a member
Follow us:
Amec - Associação de Investidores no Mercado de Capitais
R. Joaquim Floriano, 1.120, 10º andar/101
Itaim Bibi - São Paulo - SP - Brasil
CEP: 04534-004