Regulations and Policies
Regulamentos e Políticas
Eucatex Group Code of Conduct and Ethics
Eucatex, through its Code of Conduct and Ethics, provides its stakeholders with a guide to orient their decisions involving the moral and ethical aspects of the Group.
By applying these rules of behavior, the Company commits to full transparency in its commercial relationships and to uphold ethical values at all levels of the organization.
The Ethics Channel is another action by the Company to improve its Corporate Governance. The purpose of the tool, which is adopted by other large publicly traded companies as well, is to ensure transparency throughout the Eucatex Group.
Failure to comply with the Code of Conduct and Ethics will result in penalties that may vary in intensity depending on the situation and could ultimately lead to the termination of employee with cause.
Eucatex stock entitles its holders to the following rights:
1. Each common share entitles its holder to one vote at the Shareholders’ Meetings of the Company;
2. The preferred shares do not entitle their holders to voting rights and have the following advantages and preferences:
(i) The right to receive dividends at least 10% higher than those attributed to the common stock;
(ii) Priority in the event of the declaration of any dividends exceeding the mandatory minimum provided for in Article 9 of the Company’s Bylaws;
(iii) Priority in the reimbursement of capital in the event that the Company is liquidated; and
(iv) Participation in the distribution of bonus shares arising from the capitalization of reserves or profit reserves at conditions equal to those of the common stock;
3. The right to receive the mandatory minimum dividend in each fiscal year, which corresponds to 25.0% of net income adjusted in accordance with Article 202 of Brazilian Corporations Law;
4. The failure to pay dividends in three consecutive fiscal years will attribute to the preferred stock the right to vote, which shall persist until the Shareholders’ Meeting that approves the payment of dividends thereto;
5. Within the limit of authorized capital, the Board of Directors may approve the issue of stock and/or warrants or propose to the Shareholders’ Meeting the issuance of convertible debentures with the exclusion of preemptive rights, as provided for in Article 172 of Federal Law 6404/76;
6. All the other rights to which stockholders are entitled, in accordance with the Bylaws of Eucatex and with Brazilian Corporations Law.
Instruction 358 issued by the Securities and Exchange Commission of Brazil (CVM) regulates the disclosure and use of information related to the material acts and facts of publicly traded companies, as follows:
1. Establishes the concept of material fact, with this definition including any decisions taken by the controlling shareholder, the shareholders’ meeting or the management of the Company, or any other act or fact of a political, administrative, technical, commercial, economic or financial nature involving or related to the Company’s business, that could significantly influence any of the following aspects:
(i) the price of its securities;
(ii) investors’ decision to buy, sell or hold its securities; and
(iii) investor’s decision to exercise any rights inherent to the condition of holders of the securities issued by the Company.
2. Provides examples of acts or facts that are considered potentially material, including, but not limited to, the execution of any agreement involving the transfer of control of the Company, the entry or withdrawal of partners that maintain contracts or collaborations with the Company of an operational, financial, technological or administrative nature, or any mergers, consolidations or spin-offs involving the Company or its related companies;
3. Requires the Investor Relations Officer, controlling shareholders, executive officers and members of the audit board or of any bodies with technical or advisory responsibilities to report any material facts to the CVM;
4. Requires the simultaneous disclosure of material facts to all markets in which the Company’s securities are listed for trade;
5. Requires the acquirer of a controlling interest in the Company to publish a material fact notice stating its intention to cancel its registration as a publicly listed company within one year of the acquisition;
6. Establishes rules regarding the disclosure of the acquisition or divestment of a material interest in a publicly traded company; and
7. Restricts the use of insider information.
Investors and analysts may visit this website to know the services the Company offers, read reports, obtain information and news, without having to give or submit personal information. Should the user need to provide personal information, this policy addresses and explains how such information is collected and handled
We recommend that this policy be constantly read, because it is subject to alterations without previous notice:
- All information submitted by users are collected and kept using the highest and most strict standards of security and confidentiality.
- Personal information forwarded to the Company by users shall be legally and ethically collected, and it may have one or more purposes, and user shall be informed of such purposes.
- Users shall be informed what information is being collected, before it is actually transmitted or collected, leaving the user the option of choice to provide or omit such information, leaving such decision entirely up to the user, and user shall also be informed of consequences of his/her decision.
- Unless the Company receives a court order or a legal request, information shall never be transferred or transmitted to third parties or used for purposes different than those intended at the time of the collection.
- The Company shall maintain the integrity of the information provided by visitors and users.
- This website contains hyperlinks or frames of other partners and associated parties of the Company. Such hyperlinks and frames are made available exclusively to provide an additional benefit for its users. It is important to reiterate that the inclusion of these hyperlinks and frames do not mean that the Company knows, agrees, endorses or is responsible in any way for their respective content and material, and therefore Company shall not be held responsible for eventual losses or damages incurred as a result of using or accessing such frames or hyperlinks.
- Whenever other businesses or companies are hired to render supporting services, they shall be obligated to adjust and adequate to the same standards of privacy and security used by the Company.
- For administrative purposes, the Company may eventually use “cookies” (*), and the user may, at anytime, activate in his/her browser mechanisms to inform him/her when cookies have been activated or deactivated.
Further important information about the terms and conditions for using this website are available on Conditions of Use.
(*) Cookie: file generated by the Internet browser used by the user that stores browsing information of any website.
The Brazilian securities market is regulated by the Securities and Exchange Commission of Brazil CVM, which has the authority to supervise and issue general rules regarding the operation and administration of stock exchanges and financial institutions registered with the CVM and players in the Brazilian securities market, as well as by the National Monetary Council (CMN) and the Central Bank of Brazil (BACEN). The CVM has powers that include, but are not limited to, authorizing the incorporation and operation of brokerage firms and regulating foreign investments and foreign exchange transactions.
The Brazilian securities market is governed by the Brazilian Securities Markets Law, by the Brazilian Corporations Law and by the regulations issued by the CVM, CMN and BACEN. These laws and regulations provide for, among other things, information disclosure requirements, restrictions on insider trading and price manipulation, and the protection of non-controlling shareholders.
Under Brazilian Corporations Law, a corporation is considered publicly held when its securities are listed for trade in the Brazilian securities market and closely held when its securities are not publicly traded in the Brazilian securities market. All Publicly Held Companies must register with the CVM and are subject to information disclosure and other regulatory requirements.
A Company registered with the CVM may trade its securities either on the Brazilian stock exchange (BM&FBOVESPA) or on the Brazilian over-the-counter market. To list its stock, a company must apply for registration at the BM&FBOVESPA and at the CVM. The stocks of companies listed on the BM&FBOVESPA may not be traded simultaneously on the Brazilian over-the-counter market. The stocks of a company listed on the BM&FBOVESPA may also be traded privately, subject to various limitations.
The Brazilian over-the-counter market, both organized and unorganized, consists of trades between investors through a financial institution registered with the CVM and authorized to trade in the Brazilian capital markets. No special application, other than registration with the CVM, is required for the securities of a Publicly Traded Company to be traded in the unorganized over-the-counter market. CVM must be informed of all trades carried out in the Brazilian over-the-counter market by the respective intermediaries.
The trading of securities on the BM&FBOVESPA may be suspended upon the request of the issuing company prior to the publication of a material fact notice. Trading may also be suspended upon the initiative of the BM&FBOVESPA or the CVM based on or due to, among other reasons, indications that a company has provided inadequate information regarding a material fact or has provided inadequate responses to inquiries by either of these agencies.