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Overview

B3 is committed to the highest standards of corporate governance and to the pursuit of transparency, equity, accountability and corporate responsibility. These fundamental principles discipline business relationships and assure the alignment of interests between the company, management, shareholders, and stakeholders in general. 

The company believes that the unremitting cultivation of best practice in corporate governance leads to more transparent management, a significantly enhanced regulatory environment, and more protection for investors. This process helps maximize value creation in the company and offers elements for strategic decision making by stakeholders. 

Best practice in corporate governance is especially critical to B3’s long-term success because of our large shareholder base, including a great many small investors, and our institutional responsibility to develop the markets we manage.

Continue reading to find out more about the pillars of B3’s practice in corporate governance.

 

General & Extraordinary Shareholder Meetings

B3’s shareholder meetings are convened at least a fortnight in advance on first call and eight days in advance on second call. Ordinary general meetings are held at least once a year, providing an opportunity for management to present a full activities and financial report to shareholders and for shareholders to express their views. OGMs and EGMs have the following powers in addition to those specified in the applicable legislation and in the company’s Bylaws:

  • Deliberating on the appropriation of annual earnings and their distribution to shareholders;
  • Approving grants of incentive stock options or the issuance of stock to executives and employees of the company and its subsidiaries and affiliates;
  • Approving strategic decisions.
     
 

Board of Directors

B3 is governed by a Board of Directors and an Executive Board. The members of the Board of Directors are elected every two years by an Ordinary General Meeting and they elect the Chief Executive Officer in an internal meeting of their own to assure management alignment with the company’s strategic and shareholder value objectives.

It is important to note that members of the Board of Directors cannot be elected to the Executive Board or appointed to manage any of B3’s subsidiaries and affiliates.

With up to 13 members, most of whom are independent, the Board of Directors is responsible for setting and overseeing global strategies and for supervising internal control systems, especially with regard to risk management.

 

Advisory Committees to the Board of Directors

The company currently has an Audit Committee, a Nomination and Governance Committee, a Compensation Committee and a Risk Committee reporting to the Board of Directors. All members of these committees serve two-year terms. Their function is to advise the Board of Directors.

  • Audit Committee
    Evaluates and approves the structure of internal controls and auditing, nominates the independent external auditors, examines the annual financial statements and quarterly earnings reports, and supervises the department responsible for these reports. Performs all other duties specified in the company’s bylaws, and in the applicable laws and regulations. Comprises six members.
  • Corporate Governance and Nomination Committee
    Enhances corporate governance, evaluates the adoption of best practices, and selects and nominates candidates to the Board of Directors and Executive Board. The committee’s main remit is to safeguard the credibility and legitimacy of the company and its subsidiaries and affiliates. Comprises three members of the Board, at least two of whom are independent.
  • Compensation Committee
    Reviews, proposes and monitors improvements to the parameters, guidelines and policy for the compensation and benefits to which management, as well as members of committees and other advisory bodies, are entitled. Also acts as a consultative body for improvements to the administration of human resources. Comprises three members of the Board, at least two of whom are independent. 
  • Risk Committee
    Monitors and evaluates market, liquidity, credit and systemic risks in the markets managed by the company, with a strategic and structural focus. Comprises four members of the Board.

Besides the committees that assist the Board, two committees have been created to reinforce B3’s corporate governance in its management strategy: the Code of Conduct Committee, and the Sustainability Committee. The members of both committees serve one-year terms.

  • Code of Conduct Committee
    With seven members, this committee is led by the CEO and includes three employees in leadership positions and three others with at least five years of service in the organization. Its remit is to manage and enforce compliance with the Code of Conduct.
  • Sustainability Committee
    With nine members, this committee is also led by the CEO and includes six directors of business areas, the Ombudsman, and one external member. Its remit includes strategic orientation, approval of planning, and approval of sustainability-related sponsorships.

     
 

Executive Board

Appointed by the Board of Directors, B3’s Executive Board consists of the Chief Executive Officer and four other executives. It implements the strategic guidelines established by the Board of Directors and monitors results. It also establishes guidelines of its own for BM&FBOVESPA’s operational, socio-economic and sustainability-related activities, as well as performing within its remit all the activities necessary for the organization to function properly.

The company also has a number of committees that assist the Chief Executive Officer. These advisory committees to the CEO cover such fields as Agribusiness, Markets and Regulations. Most important is the Market Risk Technical Committee, whose main remit is to analyze the macroeconomic outlook and its effects in terms of risk on the markets in which the company operates.
 

 

Corporate Responsability

B3 places great emphasis on the value of its employees and best corporate practice. Its activities aim to promote citizenship and democracy and to foster social and economic inclusion, especially for the most vulnerable segments of the population.

 

Code of Conduct

The B3 Code of Conduct, which applies to B3 and its subsidiaries and affiliates, establishes rules to avoid conflicts of interest, encompassing relationships with internal and external stakeholders, the treatment of privileged information, and securities trading. Adhesion to the Code of Conduct is signed by all employees.

 

Market Ombudsman

The Market Ombudsman is B3’s channel to communicate with stakeholders, with whom it interacts both actively through contacts and visits, and passively through suggestions and complaints received via the internet and by telephone.

The Market Ombudsman prioritizes direct investigation of all cases, submitting the information and data collected to the Executive Board and Board of Directors at the end of each quarter.
 

 

Stakeholder relations

With regard to stakeholders – shareholders, brokerage houses, listed companies, government, investors, analysts and suppliers – B3 maintains mechanisms designed to assure a successful business performance and is committed to encouraging market participants to pursue best practice in corporate governance. 

 

Responsable practices

B3 encourages other companies to adopt best practices in transparency and management through various strategic initiatives, including the creation of listing segments for companies with different levels of corporate governance – Novo Mercado, Level 2, Level 1 and Bovespa Mais – and three sustainability indexes: the Special Corporate Governance Stock Index (IGC), the Corporate Sustainability Index (ISE), and the Carbon Efficient Index (ICO2). 

 

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