Corporate Governance is the set of actions that determines the Company’s management method and builds a solid foundation with reliable processes that will guarantee the perpetuity of the business. According to the IBGC Code of Good Corporate Governance Practices (2014), corporate governance is the system by which companies and other organizations are directed, monitored and encouraged, involving relationships between partners, board of directors, executive management and other interested parties.
Grupo Solar is committed to maintaining high standards of Corporate Governance, based on principles that favor transparency and respect for shareholders. To this end, it incorporates into its management structure and reports the best practices observed in the market, including the presence of 20% of independent directors in the composition of its Board of Directors, structuring of 05 (five) committees to advise the Board of Directors and a system of internal controls, in addition to publication of annual sustainability reports in accordance with the guidelines of the Global Reporting Initiative (GRI).
Information on the corporate structure, the composition of the Board of Directors, Executive Management and Advisory Committees, in addition to documents such as bylaws, code of conduct, policies and internal regulations are made available to the public on the Investor Relations website.
Corporate Governance Structure
The corporate chart established by the Company is aligned with the best market practices and governance is supported by the structures that make up our Internal Controls System: Internal Audit, Internal Controls, Risk Management and Information Security.
As of 2021, Solar is on B3’s Corporate Governance Level 1. Companies listed in the Level 1 segment must adopt practices that favor transparency and access to information by investors.
Solar voluntarily adopts rules that go beyond the obligations that companies have under the Brazilian Corporate Law, such as:
- All shareholders are entitled to Tag Along rights for 100% of common shares
- Composition of the Board of Directors with at least 7 members, of which at least 20% must be independent;
- Obligation of the Board of Directors: Manifestation on any tender offer for the acquisition of shares issued by the company (with minimum content)
- Dispute resolution through arbitration conducted by the Market Arbitration Chamber
- Installation of the Statutory Audit Committee that must follow the requirements indicated in the regulation: composition and attributions
- Internal Audit Installation
- Implementation of Internal Controls and Corporate Risk functions, with the accumulation of operational activities being prohibited
- Availability of annual financial statements in English and based on internationally accepted accounting principles.
- Tender offer for the acquisition of shares with a minimum price of economic value
Additionally, the Company adopts the main practices recommended by the IBGC in its Code of Best Corporate Governance Practices. Among the highlights are:
In addition to the attributions provided for in the Brazilian Corporate Law, the General Shareholders’ Meeting is empowered to deliberate on:
(a) elect or dismiss, at any time, board and fiscal members;
(b) determination of the annual global compensation of the members of the Board of Directors and of the Board of Executive Management, as well as that of the members of the fiscal council, if installed;
(c) reform of the bylaws;
(d) transformation, merger, incorporation, spin-off, dissolution and liquidation of the company;
(e) allocation of bonus shares and decide on any groupings and splits in shares;
(f) plans to grant option to purchase or subscribe for shares to the Company’s managers and employees, as well as to managers and employees of other companies that are directly or indirectly controlled by the company;
(g) proposal presented by the management, on the allocation of annual consolidated results and the distribution of dividends;
(h) election of the liquidator, as well as of the fiscal council that will function during the liquidation period;
(i) Level 1 BM&FBOVESPA exit;
(j) the cancellation of registration as a publicly-held company with the CVM, subject to bylaws provisions;
(l) choice of specialized company responsible for preparing the valuation report of its Shares, in the event of cancellation of registration as a publicly-held company or withdrawal from Level 1, as provided for in the bylaws, among the companies indicated by the board of directors; and
(m) any matter submitted to it by the board of directors.
- Maintenance and disclosure of records containing the number of shares each owners and executive manager owns, identifying them by name.
- Hiring an independent auditing company to analyze your balance sheets and financial statements.
- Statutory provision for the installation of a fiscal council.
- Clear definition in the bylaws (a) of the way of calling the General Meeting, and (b) of the way of election, dismissal and term of office of the members of the Board of Directors and of the executive board.
- Transparency in public disclosure of the annual management report.
- Free access to company information and facilities by members of the board of directors.