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    Bylaw, Code and Policies

    By-Laws

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    Code of Conduct

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    Disclosure Policy

    Click here to access our Policy on Disclosure of Material Information.

    Securities Negotiation Policy

    Click here to view our Policy for Negociating Securities issued by the Company.

    Dividends Policy

    Consistent with the Brazilian corporate law, our mandatory dividend was fixed in our bylaws in 25% of our net income for any particular year, adjusted according to the corporate law. The mandatory dividend may be paid as well as interest over own capital, treated as deductible expense for IRPJ (corporate income taxes) and CSLL (social contribution) purposes.

    Our board of directors may recommend that its shareholders approve the payment of additional dividends, from other resources that are legally available for distribution.

    According to our bylaws, under which the general assembly countersign the deliberation of the Board of Directors on the payment of interest over capital and dividends to shareholders.

    We are required by Brazilian Corporate Law and our bylaws to hold an annual shareholders’ meeting no later than the fourth month subsequent to fiscal year end, at which time, among other matters, the shareholders will have to deliberate over the payment of dividends from the ended fiscal year. The payment of annual dividends is based on our audited financial statements prepared for the immediately preceding year.

    Any holder of record of shares at the time a dividend is declared is entitled to receive dividends. Under Brazilian corporate law, dividends are generally required to be paid within 60 days following the date on which the dividend is declared, unless the shareholders’ resolution established another payment date, which, in any event, must occur before the end of the year in which the dividend is declared.

    Our bylaws do not require that dividend payments be adjusted for inflation.

    Further, shareholders have a three-year period from the date of the resolution for the payment of dividends to claim their dividends or interest on stockholders’ equity, after which the aggregate amount of any unclaimed dividends legally reverts to us. However, this does not imply that dividends cannot be paid to shareholders during the fiscal years thereafter.

    We can develop half-year balance sheets and intermediaries and, by decision of our board of directors and pursuant to Brazilian law and our bylaws, we can develop smaller period balance sheets and declare, pay or credit dividends. Additionally, the shareholders can deliberate at any time, the distribution of dividends kept by the amounts accounted for unrealized profit reserve or retained earnings reserve of previous years, well maintained by general assembly decision, after the payment of the mandatory dividends as predicted by the bylaw for such years.

    Currently the dividend distribution in Brazil is free of income tax, except when payment is given to beneficiaries residing and/or domiciled in countries or dependencies that: (i) are not subjected to income tax or where income tax is below 20% on income earned outside its territory; (ii) where local legislation imposes restrictions on disclosure regarding the shareholder composition or investment ownership; (iii) grant tax advantages to individuals or legal entities non-residents with no requirement to carry out substantial economic activity in the country or dependency; (iv) grant tax advantages to individuals or legal entities non-residents or subjected to non-exercise of substantial economic activity in the country or dependency; and (v) granting of tax advantages to individuals or legal entities non-resident or conditioned to the non exercise of substantial economic activity in the country or dependency. Possible changes in Brazilian legislation may contribute to the distribution of income tax dividends by the IRPF.

    Interest on Capital

    Beginning January 1, 1996, Brazilian companies have been permitted to pay interest on stockholders’ equity in lieu of limited dividends to shareholders and to treat those payments as a deductible expense for purposes of calculating Brazilian corporate income tax (IRPJ) and, since 1998, also for the purpose of social contribution on net profits (CSLL). The deduction amount is limited to the greater of: (i) 50% of the Company’s net income (before the distribution of any deductions resulting from the social contribution tax and Brazilian income tax) for the applicable period, and (ii) 50% of accumulated income. The payment of interest on stockholders’ equity is an alternative to the payment of mandatory dividends. Interest on stockholders’ equity cannot exceed the prorated daily variation of the Brazilian government’s long-term interest rate as determined by the Brazilian Central Bank (Taxa de Juros de Longo Prazo), or TJLP. The amount distributed to our shareholders as interest on stockholders’ equity, net of any income tax, may be included as part of the mandatory dividends. Under applicable law, we are required to pay to our shareholders an amount sufficient to ensure that the net amount they receive in respect of interest on stockholders’ equity, net of payment of any applicable withholding tax, plus the amount of distributed dividends, is at least equivalent to the mandatory dividend amount.

    Any payment of interest on shareholders’ equity to shareholders, whether or not they are residents of Brazil, is subject to an income tax of 15%, with the rate increasing to 25% for individuals living in a tax haven, that is a country where there is no income tax or where income tax is below 20% or where local legislation imposes restrictions on disclosure regarding the shareholder composition or investment ownership.

    Interest on shareholders’ equity and payable to our shareholders, as calculated pursuant to Act 9249, are recorded in income statement, specifically in financial expenses account, as required by tax law. Just for the submission of financial statements, these values are reversed from the income statement and presented the rate of retained income as profit distribution.

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