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Corporate Governance >Disclosure Policy
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1.1 This Disclosure Policy of Material Act or Fact and Secrecy Preservation aims to establish the practices of used and disclosure to the market of significant information of Qualicorp Consultoria e Corretora de Seguros S.A., pursuant to CVM Instruction 358, of January 3, 2002, as amended.
2.1 In this Disclosure Policy, capitalized expressions shall have the meanings set forth in this Section 2.
"Controlling Shareholder": as applicable, means the shareholder or group of shareholders bound by a shareholders‘ agreement or under common control that exercises the direct or indirect company‘s control power, pursuant to Law No. 6,404/76 of December 15, 1976, and subsequent amendments thereto.
"Officers and Directors": means the Company‘s officers and members of the board of directors, whether active or alternate.
"Material Act or Fact": any decision made by the Controlling Shareholder, resolution of the general meeting or the administrative bodies of the Company, or any other act or fact of a political-administrative, technical, trading or economic-financial character, occurred or related to their business which may influence in a weighted manner (a) the quotation of the Securities, (b) the investors’ decision to buy, sell or hold such Securities and (c) the investor’s decision to exercise any rights inherent to the Securities’ holder condition, considering, especially, but without limitation, the acts or facts listed in Annex I attached hereto.
"Company": Qualicorp Consultoria e Corretora de Seguros S.A.
"Fiscal Council Members": the effective members of the Fiscal Council of the Company, when installed, elected by resolution of the General Meeting.
"CVM": the Securities Exchange Commission.
"Investors Relations Officer": the Officer of the Company who is responsible for the execution and monitoring of this Disclosure Policy, and who shall carry out his duties pursuant to CVM instructions and regulations.
"Market Entities": group of stock exchanges or over-the-counter markets in which the Securities are or will be admitted to be traded, as well as equivalent entities in other countries.
"Instruction 358": CVM Instruction No. 358, of January 3, 2002, as amended by CVM Instruction No. 369, of June 11, 2002, CVM Instruction No. 449, of March 15, 2007, and by CVM Instruction No. 449, of March 15, 2007.
"Material Ownership Interest": means the ownership interest corresponding to, directly or indirectly, 5% (five percent) or more of the shares representing the company’s capital stock.
"Relative Parties": persons who are related to the Officers and Directors and Fiscal Council Members of the Company as follows: (i) the spouse, of whom he/she is not judicially separated, (ii) the companion; (iii) any dependant included in his/her annual individual’s income tax; and (iv) the companies directly or indirectly controlled by the Officers and Directors, by the Fiscal Council Members or other Relative Parties.
"Related Parties": persons indicated in article 13 of Instruction 358, including the Company, the Controlling Shareholder, Officers and Directors, Fiscal Council Members, members of any technical or advisory agencies of the Company created by statutory provisions, managers and employees, subsidiaries and/or companies under common control and their respective controlling shareholders, members of the administration and technical or advisory agencies, service renderers and other professionals who have expressly adhered to the Disclosure Policy and who are subject to the compliance of the rules described therein, or, also, any person who, even if not subject to the Disclosure Policy, have knowledge of the information related to a Material Act or Fact by virtue of his/her position, function or title in the Company, its controlling shareholders, subsidiaries and affiliates.
"Disclosure Policy": this Disclosure Policy of Material Act or Fact and Secrecy Preservation.
"Securities": any shares, real estate receivables certificates, subscription bonus, subscription receipts and rights, promissory notes, stock options or put options or derivatives of any kind, or, also, any other titles or collective investment agreements issued by the Company or referred to them which, by legal determination, are deemed "securities", existing as of the date of approval of this Disclosure Policy or which may be later created.
3.1 This Disclosure Policy is based on the following principles and purposes:
- to provide the complete information to the shareholders of the Company and investors in general;
- to ensure the wide and prompt disclosure of a Material Act or Fact;
- to enable a fair access to the public information about the Company to the shareholders of the Company and investors in general;
- to ensure the confidentiality of an undisclosed Material Act or Fact;
- to cooperate with the stability and development of the Brazilian capital markets; and
- to consolidate the corporate governance good practices of the Company.
3.2 The Related Parties shall observe, fulfill and supervise the fulfillment of all the provisions of this Disclosure Policy.
3.3 The Company will keep in its headquarter the list of the Related Parties and their related qualifications, indicating title or position, address and enrollment number of the Individual Taxpayers Register and/or National Register of Corporate Taxpayers, drawing it up whenever any alteration is made.
4.1 The disclosure and communication of a Material Act or Fact to CVM and to the Market Entities, though institutional communication channels, as well as the adoption of the other procedures set forth herein, is a liability of the Investors Relations Officer.
4.2 The Material Act or Fact shall be disclosed by means of (i) the worldwide web on the news portal http://www.portalneo1.net/, (ii) the worldwide web on the Company’s web page (www.qualicorp.com.br/ir), and (iii) the IPE System. Notwithstanding the disclosure of Material Act or Fact by communication channels mentioned above, any Act or Fact may also be published in major newspapers commonly used by the Company.
4.2.1 The publication in widest circulation newspapers generally used by the Company, as mentioned above may, at the Investors Relations Officer discretion, be summarized, with the indication that the complete information may be accessed in the electronic address www.qualicorp.com.br/ir and in the worldwide web on the news portal http://www.portalneo1.net/.
4.2.2 The information shall be clearly and accurately presented, in objective language accessible to the investors. Whenever any technical concept is used which, at the Investors Relations Officer discretion, is considered as of higher complexity, an explanation on its meaning shall be included in the disclosed information.
4.3 The Investors Relations Officer shall always provide disclosure of any information about Material Act or Fact as it must proceed or be done simultaneously to the distribution of Material Act or Fact by any communication means, including information to the press, or at meetings of class organizations, investors, analysts or with a selected public, in the country or abroad, as set forth in this Disclosure Policy.
4.4 The Related Parties with access to information on Material Act or Fact will be responsible for communicating such information to the Investors Relations Officer and shall verify if the Investors Relations Officer took the measures set forth in this Disclosure Policy in relation to the disclosure of said information.
4.4.1 Should the Related Parties note the omission of the Investors Relations Officer to comply with his duty of communication and disclosure, and provided that the maintenance of secrecy on the Material Act or Fact has not been resolved pursuant to Section 5 of this Disclosure Policy, such Related Parties shall communicate the Material Act or Fact immediately to CVM, in order to be exempt from the responsibility imposed to them by the regulation applicable to such events.
4.5 Whenever CVM or the Market Entities require to the Investors Relations Officer additional clarification to the communication and to the disclosure of Material Act or Fact, or should there be atypical oscillation in the quotation, price or number of the Securities traded, the Investors Relations Officer shall inquire the persons with access to the information on Material Act or Fact, in order to check whether such persons are aware of information that should be disclosed to the market.
4.5.1 The Officers and Directors, Fiscal Council Members and other Company’s employees who may be inquired as set forth in this item 4.5 shall promptly answer to the Investors Relations Officer request. Should there be no conditions of meeting in person or speak on the phone with the Investors Relations Officer in the same day in which this one is aware of CVM or Market Entities requirement(s), the Officers and Directors, Fiscal Council Members or employees in question shall send an e-mail with information and clarifications to the Investors Relations Officer, at the address firstname.lastname@example.org.
4.6 As general rule, the information related to Material Act or Fact shall be disclosed simultaneously to CVM and to the Market Entities, before the beginning or after the closing of the market in the Market Entities. When the Securities are simultaneously traded in the Brazilian and foreign Market Entities, the disclosure shall be carried out before the beginning of after the closing of the market in all the countries, prevailing, in case of incompatibility, the operation time of the Brazilian market.
4.6.1 Should it be exceptionally imperative that the disclosure of Material Act or Fact occur during the trading time, the Investors Relations Officer may, upon communicating the Material Act or Fact, request, always simultaneously to the Brazilian and foreign Market Entities, the suspension of the Securities trading for the necessary time to the adequate dissemination of said information. The Investors Relations Officer shall evidence before the Brazilian Market Entities that the requested trading suspension also occurred in the foreign Market Entities.
5.1 The Material Acts or Facts may, exceptionally, not be disclosed if the Controlling Shareholder or the Company’s Board of Directors understands that their disclosure will jeopardize the legitimate interest of the Company. In these events, the procedures set forth in this Disclosure Policy shall be adopted in order to assure the secrecy of such Material Acts or Facts.
5.2 Should the Material Act or Fact be related to operations directly involving the Controlling Shareholder, this one may instruct the Investors Relations Officer not to disclose the Material Act or Fact, exposing the reasons for his decision.
5.3 The Company Controlling Shareholder or Board of Directors, through its President, shall request the Investors Relations Officer to disclose immediately Material Act or Fact kept in secrecy in any of the following events:
- the information has been known by third parties strange to the Company and to the possible business that characterizes the Material Act or Fact;
- there are subsistent signs and supported doubt that there has been violation of the Material Act or Fact secrecy; or
- there is atypical oscillation in the quotation, price or number of the Securities traded.
5.3.1 If the Investors Relations Officer does not take the necessary measures for the prompt disclosure referred to in this item 5.3, the adoption of the due measures will be in charge of, as the case may be, the Controlling Shareholder himself or the Company Board of Directors , through its President.
5.4 The Investors Relations Officer shall always be informed about Material Act or Fact kept in secrecy, and it is his responsibility, together with the other persons aware of such information, to watch for the adoption of the proper procedures to keep the confidentiality.
5.5 Whenever there is any doubt on the legitimacy for the non disclosure of Material Act or Fact kept in secrecy, the matter may be submitted to CVM, as set forth in the applicable rules.
6.1 The Related Parties shall (a) preserve the secrecy of the information related to Material Acts or Facts to which they have privileged access due to the position or title occupied up to its effective disclosure to the market, always subject to the procedures established in this Section 6, and (b) watch for the subordinated and third parties of their confidence to also do the same, severally liable in the event of failure to comply.
6.2 For the purpose of secrecy preservation referred to in item 6.1 above, the Related Parties shall be subject to and watch for the compliance with the following procedures, without prejudice of adopting other appropriate measures for each concrete situation:
- disclose the confidential information strictly to those persons who necessarily need to be aware of it;
- not to discuss the confidential information in the presence of third parties that are not aware of it, even if it may be expected that such third party cannot know intuitively the meaning of the conversation;
- not to discuss the confidential information in conference calls in which one cannot be sure who are the persons that may participate of it;
- keep any type of documents related to the confidential information, including personal handwriting notes, in safe keep, cabinet or closed file, to which only authorized persons who know the information have access;
- generate documents and electronic files referring to the confidential information always with a password protection;
- circulate internally the documents containing confidential information in sealed envelopes, which shall always be delivered directly to the related addressee;
- not to send documents with confidential information by facsimile, unless one can be sure that only the authorized person(s) to be aware of the information will have access to the receptor device; and
- without prejudice of the responsibility of the one who is transmitting the confidential information, require to third party external to the Company that needs to have access to the confidential information the signature of a confidentiality instrument, in which the nature of the information should be specified and contain the declaration that the third party recognizes its confidential character, undertaking not to disclose it to any person, nor trade with Securities before the disclosure of the information to the market.
6.3 When the confidential information needs to be disclosed to the Company‘s employee or another person occupying title, function or position in the Company, its parent company, subsidiaries or associated other than Officer or Fiscal Council Member, the person responsible for the transmission of the confidential information shall certify that the person who will receive the confidential information is aware of the provisions of this Disclosure Policy, requiring, further, that this person signs the instruments included in Annex II of this Disclosure Policy before transmitting the confidential information to him/her.
7.1 It is the Investors Relations Officer responsibility to verify, before the occurrence of Material Act or Fact, the proper compliance with the rules and procedures set forth in this Disclosure Policy, informing any irregularity to the Board of Directors immediately.
7.2 The accuracy and adequacy of the form and writing of the information disclosed to the market, as required by item 4.2.2 above, will be checked by the Investors Relations Officer.
7.3 Upon the occurrence of any of the events set forth in item 5.3 above, implying on the need of disclosure of Material Act or Fact kept in secrecy, or on the breach of the secrecy of Material Act or Fact previously to its disclosure to the market, the Investors Relations Officer shall conduct internal diligences in the Company, inquiring the involved persons, who shall promptly respond to his requests for information, with the purpose of verifying the reason that caused the possible breach of the information secrecy.
7.3.1 The conclusions of the Investors Relations Officer shall be remitted to the Board of Directors for the appropriate measures, accompanied of possible recommendation and suggestions of alteration in this Disclosure Policy that may prevent in the future the breach of confidential information secrecy.
7.4 The Investors Relations Officer shall monitor the Securities trading, adopting procedures for the trading occurring in periods preceding the disclosure to the market of Material Act or Fact to be informed, in order to identify possible trading prohibited by the legislation in force by persons who were aware of such Material Act or Fact, communicating possible irregularities to the Board of Directors and to CVM.
8.1 By means of the Board of Directors resolution, this Disclosure Policy may be amended in the following situations:
- in the event of express determination in this sense by CVM;
- before any change in the applicable rules and regulations, so as to implement the necessary adjustments;
- when the Board of Directors, upon assessment of the efficiency of the procedures adopted, identify the need for amendments.
8.2 The amendment to the Company Disclosure Policy shall be communicated to CVM and to the Market Entities by the Investors Relations Officer, as required by the applicable rules, as well as to the persons included in the list mentioned in item 10.2 below.
9. Communication of Information Procedures on Negotiations of Officers and Directors and Relative Parties
9.1 The communication of information procedures on negotiation of Securities, as set forth in this Section 9, is based on article 11 of Instruction 358.
9.2 The Officers and Directors and the Fiscal Council Members, as well as member of agencies with technical or advisory functions of the Company, shall inform the ownership of Securities, either in own name or in Relative Parties, as well as the alterations in these positions.
9.2.1 The communication shall be remitted to the Investors Relations Officer and, by this one, to CVM and to the Market Entities, according to form model included in Annex III of this Disclosure Policy.
9.2.2 The communication to the Investors Relations Officer shall be carried out: (i) within 5 (five) days after each business; (ii) in the first business day after taking office; and (iii) upon the presentation of registration form of publicly held company of the Company to CVM.
9.2.3 The communication to CVM shall be carried out (i) immediately after taking office and (ii) within 10 (ten) days at most after the end of the month in which the alteration in the positions held occur, indicating the balance of the position in the period.
10.1 The communication and disclosure procedures of information about the Securities trading involving Material Ownership Interest, as set forth in this Section 10, are based on article 12 of CVM Instruction 358.
10.2 The Controlling Shareholder, direct or indirect, and the shareholders who elect members of the Company Board of Directors shall communicate to the Company the acquisition or disposal of Material Ownership Interest, including the information comprised in the form model, according to Annex IV of this Disclosure Policy.
10.2.1 The communication about the acquisition or disposal of Material Ownership Interest shall be remitted to the Investors Relations Officer immediately after such participation is reached.
10.3 The Investors Relations Officer will be responsible for the transmission of information, as soon as received by the Company, to CVM and to the Market Entities, as well as for drawing up the Reference Form in the corresponding field.
10.4 In the cases in which the acquisition of Material Ownership Interest results or has been conducted with the purpose of altering the control composition or the administrative structure of the Company, as well as in the cases in which said acquisition generates obligation to conduct a public offering, pursuant to applicable regulation the acquirer of Material Ownership Interest shall, further, provide the disclosure of notice containing the information set forth in the Annex IV of this Disclosure Policy, at least the same communication channels adopted by the Company as described in this Disclosure Policy.
11.1 Without prejudice to the sanctions conceivable pursuant to effective legislation, to be applied by the competent authorities, in the event of breach of the terms and procedures set forth in this Disclosure Policy, it will be the Board of Directors responsibility to take the applicable disciplinary measures in the scope of the Company, including the destitution of the title or dismissal of the violator in the events of serious violation.
11.2 If the applicable measure is of legal or statutory competence of the General Meeting the Board of Directors shall call it to resolve on the matter.
12.1 The Company shall send copy of this Disclosure Policy to the Related Parties, by registered mail, requesting the return to the Company of adherence term duly signed according to Annex II of this Disclosure Policy, which will be kept filed at the Company headquarter.
12.1.1 Upon the execution of taking office of new Officers and Directors the signature of the term included in the Annex II of this Disclosure Policy shall be required, making them aware of this Disclosure Policy of the Company.
12.1.2 The communication of this Disclosure Policy, as well as the requirement for signature of the term included in its Annex II, to persons not referred to in item 12.1 above, will be made before the mentioned person is aware of Material Act or Fact, as set forth in item 6.3 above.
12.1.3 The Company will keep at its headquarter, available to CVM, the list of persons contemplated in this item 12.1 and respective qualifications, indicating title or function, address and enrollment number in the National Corporate Taxpayers’ Registry or in the Individual Taxpayers‘ Registry, drawing it up promptly whenever there is any modification.
12.2 This Disclosure Policy shall be observed as from its approval.
1. Execution of agreement or contract for transfer of the Company‘s ownership control, whether or not under resolutory condition or condition precedent.
2. Change in the Company control, including through the execution, alteration or termination of shareholders‘ agreement.
3. Execution, amendment, termination of a shareholders‘ agreement to which the Company is a party or intervening party, or which may have been recorded on the Company‘s proper book.
4. Withdrawal or admission of partner having with the Company an operational, financial, technological or administrative agreement or cooperative relationship;
5. Authorization to trade Securities in any market, local or foreign.
6. Decision to cancel the register of publicly held company of the Company with CVM.
7. Incorporation, merger or split-off involving the Company or subsidiaries.
8. Transformation or dissolution of the Company.
9. Change in the equity composition of the Company.
10. Change in the accounting criteria
11. Renegotiation of debt;
12. Approval of stock option plan.
13. Alteration in the rights and advantages of Securities.
14. Split or reverse split of shares or payment of bonus;
15. Authorization to acquire the Company’s shares to be held in treasury or cancellation and to sell the shares thus acquired.
16. Damage or loss sustained by the Company and cash payments;
17. Execution or termination of contract, or failure to contract if the expected contracting is known to the public;
18. Approval, alteration or desistence of Project or delay in its implementation.
19. Beginning, resume or stoppage of manufacture or commercialization of product or of service rendering.
20. Discovery, change, or development of technology or resources of the Company;
21. Changes in the projections disclosed by the Company.
22. Petition of judicial recovery, request or confession of bankruptcy or proposal of judicial action that may affect the Company economic financial condition.
ADHERENCE TERM TO THE DISCLOSURE POLICY OF MATERIAL ACT OR FACT OF
QUALICORP CONSULTORIA E CORRETORA DE SEGUROS S.A.
By this instrument, [insert name or corporate name], [insert qualification - nationality, marital status, profession, RG/RNE, if individual; identify corporate type if legal entity], with address at [insert address], enrolled in [CPF/MF - CNPJ/MF] under n [insert number], as [indicate occupied position or "Controlling Shareholder"] of Qualicorp Consultoria e Corretora de Seguros S.A., a corporation with headquarters in the city of São Paulo, State of São Paulo, at Alameda Santos, nº 415, 14º andar (parte), enrolled with the National Corporate Taxpayers’ Registry of the Treasury Department (CNPJ/MF) under No. 11.992.680/0001-93, hereinafter referred to as Company, declares, by means of this Adherence Term, to be aware of the Disclosure Policy of Material Act or Fact and Secrecy Preservation of the Company, approved at the Board of Directors meeting held on April 28, 2011, pursuant to CVM Instruction 358, of January 3, 2002, as amended, and to assume the commitment of observing the rules and procedures set forth in such document and rule his actions in relation to the Company always in conformity with such provisions.
[insert location and date of signature]
[NAME OR DENOMINATION]
ANNEX III -Tradings Made with Securities Issued by the Company and its Subsidiaries and/or Parent Companies which are Publicly-held Companies
|Name of the Buyer or Seller:|
|Type of Business:|
|Type of Security:|
|Number by Type and Class:|
|Balance of the position held before trading:|
|Balance of the position held after trading:|
|Brokerage Company Used:|
|Other Significant Information:|
|Name of the Buyer or Seller:|
|Type of Business:|
|Type of Security:|
|Number by Type and Class:|
|Balance of the position held before trading:|
|Balance of the position held after trading:|
|Brokerage Company Used:|
|Purpose of the Participation:|
|If applicable, declaration of the acquirer that his purchases do not aim to change the control composition or the Company’s administrative structure:|
|number of debentures convertible into shares already directly or indirectly held:|
|Number of shares convertible into debentures, by type and class, if applicable:|
|Number of other securities already directly or indirectly held:|
|Indication of any agreement or contract governing the exercise of voting rights or the purchase and sale of securities issued by the Company:|
|Other Significant Information:|