Overview

According to the IBGC, corporate governance is the system by which companies are directed, incentivized and monitored, involving the relationships between shareholders, the board of directors, executive officers, independent auditors and the audit board. The basic principles that guide these practices are: (i) transparency; (ii) equity; (iii) accountability; and (iv) corporate responsibility. The Code of Best Practices in Corporate Governance seeks to indicate the paths for all types of companies, in order to: (i) increase the value of the company; (ii) improve its performance; (iii) facilitate its access to capital at lower costs; and (iv) contribute to its continuity.

  • From among the corporate governance practices recommended by the IBGC in this code, Anima has adopted the following:
  • hiring independent auditors to analyze the balance sheets and financial statements;
  • clear bylaws with respect to (i) the manner in which shareholder meetings are convened; (ii) the powers of the board of directors and executive board; (iii) the system for voting, electing, removing and setting the terms of the members of the board of directors and executive board;
  • transparency in the disclosure of the annual reports by management;
  • convocations of shareholder meetings and the pertinent documentation available from the date of the first call notice, with details on the matters included on the agenda, without the inclusion of the classification "other matters" and always seeking to hold meetings at times and places that allow for the largest number of shareholders to be present;
  • inclusion of dissenting votes in the minutes of meetings, when requested;
  • forbidding the use of insider information and the requirement of a policy for the disclosure of material information; and
  • a statutory provision for arbitration as a means of resolving conflicts between the Company’s shareholders.
    Anima has a non-statutory corporate governance committee, which advises the Board of Directors on the exercise of corporate governance practices.

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