The Administrative Council shall comprise three to ten members, elected by the General Meeting for a three-year period, with the right to re-election. The President of the Council is chosen from among the elected Council Members, all of whom should be stockholders and residents of Brazil. The Administrative Council has the duties accorded to it by Law and the By-Laws, and is also responsible for electing and dismissing the Directors, establishing duties and substitution criteria; determining the distribution of the remuneration specified by the General Meeting for its members and Directors; and deciding on the issuance of shares and subscription bonuses and commercial promissory notes.
For a better performance of its functions, the Board of Directors may, at its discretion, create committees or work groups with defined objectives.
The Committees shall submit the materials exanimated for them as well as its recommendation to the Board of Directors, and ordinarily meet at the Company’s registered office at least once a quarter, or extraordinarily, whenever convened by the President by letter, telegram, e-mail or in person.
The Committees shall be composed of at least 3 and a maximum of 4 members chosen by the Board of Directors, which will also appoint from among the members a Chairman of the Committee. The Committee members may be members of the Board of Directors or third parties who are not administrators or associates (specialists or other persons whose contribution is relevant to the performance of the Committee’s work).
The Board of Directors shall comprise two to twelve Directors, one of whom will be appointed Director Superintendent, elected by the Administrative Council for a one-year period with the right to re-election. The Directors should be individuals, residents in Brazil and stockholders of the company. The Board of Directors functions as a collegiate body in decisions on all matters that are to be submitted to the Administrative Council. The Directors receive remuneration in the form of fees established by the General Meeting and dividends as decided by the Administrative Council.
The Fiscal Committee is a non-permanent body comprising five sitting members and four substitute members, and has the powers and duties conferred by law, while complying with the legal provisions relating to requirements, inability to act, remuneration, composition, induction, functioning, duties and responsibilities.
The Ordinary General Meeting is annual and should be held in the first four months following the end of the company year, and the Extraordinary General Meeting will be called whenever the Law and company interests require that the stockholders be heard.
January 1st to December 31th.