Helbor Empreendimentos S.A. is a company that is committed to achieving and maintaining high standards of corporate governance. On August 27, 2007, Helbor signed a Novo Mercado Participation Agreement with BOVESPA that went into effect on the date of the publication of the announcement of our initial public offering. Its by-laws contain all of the clauses required by the Novo Mercado Listing Regulations, its own corporate governance standards and those of the IBCG (Brazilian Institute for Corporate Governance).
As defined by the IBGC, corporate governance is the system by which corporations are directed and monitored and involve relationships between stockholders, boards of directors, boards of executive officers, fiscal councils and independent auditors.
Transparency means that that a company’s only information related to its economic-financial performance but also any other factors (even those of an intangible nature) that guide its actions. The concept of equity refers to just and equal treatment of all minority groups, employees, clients, suppliers and creditors. Accountability is characterized by a willingness on the part of the agents of corporate governance and those who have chosen them to accept full responsibility for all of their actions. Finally, corporate responsibility represents a broader vision of business strategy that incorporates social and environmental considerations into the definition of its businesses and operations.
In December of 2007, BM&FBOVESPA created a special listing segment called the Novo Mercado (New Market). The purpose of this segment is to attract companies willing to provide information to the market and to their stockholders regarding their business activities beyond the disclosure requirements established by law, and that are also willing to adopt certain corporate governance practices such as high-quality management practices, transparency and the protection of minority stockholders.
Companies that list their stocks in the Novo Mercado segment voluntarily agree to adhere to stricter rules than those imposed by Brazilian law and commit to, for example:
Adhesion to the Novo Mercado segment is achieved through signing an agreement between the company, its managers and controlling stockholders and BM&FBOVESPA and requires updating -laws to reflect the rules contained in the Novo Mercado Listingcompany’s by Regulations.
The rules in its by-laws related to the Novo Mercado Listing Regulations can be found in the following sections: “Corporate Capital and Shares,” “De-Registration as a Publicly-held Corporation,” “Leaving the Novo Mercado,” and “Disclosure of Trades by the Controlling Shareholders, Board Members, Executive Officers and Fiscal Council Members.”
Once the Novo Mercado adhesion contract has been signed, the companies are obligated to abide by the Novo Mercado regulations and procedures. The rules imposed by the Novo Mercado segment are designed to increase the transparency of the operations and economic conditions of corporations on the market and give minority shareholders greater participation in management, among other rights.
The shareholders of Helbor Empreendimentos S.A., pursuant to art. 38 of the Bylaws, shall be entitled to receive as mandatory dividend referred to in art. 202 of the Brazilian Corporation Law, 50% of the net income of each fiscal year, adjusted in the form of said article. 202, pursuant to the first paragraph of art. 38.
The first paragraph of art. 38 of the Company’s Bylaws provides for the hypothesis in which the dividend may be less than 50% of adjusted net income in fiscal years, in which the Board of Directors approves capital budget, pursuant to the Brazilian Corporate Law.
The right to vote is full, according to the first paragraph of art. 7 of the Bylaws, as well as to the repayment of capital in totality of its shares, to the dissenting shareholders of a resolution of the General Meeting pursuant to art. 45 of the Brazilian Corporation Law. In the event of disposal, for payment of the control of the Company, shareholders are entitled to sell their shares under the same conditions as the assured controlling shareholders.
Helbor Empreendimentos SA, its shareholders, administrators and members of the Fiscal Council undertake to resolve before the Market Arbitration Chamber any and all disputes or controversies that may arise between them arising from or in relation to the rules issued by the Monetary Council By the Central Bank and the CVM or other rules applicable to the operation of the capital market, the Sanctions Regulation, the Novo Mercado Participation Agreement and the Arbitration Rules of the Market Arbitration Chamber.