Multiplan’s goal is to constantly improve its corporate governance practices by means of information transparency, equal treatment to all investors and an efficient and professional management team.
The Company organizes meetings and conference calls with investors and analysts in Brazil and abroad and is constantly in contact with shareholders and potential investors by telephone, email and website (ir.multiplan.com.br). The IR team holds annual meetings in Rio de Janeiro and Sao Paulo. Multiplan continues investing in its relationships with investors, seeking new alternatives and different communication tools.
The “Corporate Governance Code of Best Practices” published by the Brazilian Institute of Corporate Governance (IBGC) provides the guidelines for all types of companies to (i) increase their value; (ii) improve their performance; (iii) facilitate their access to capital at lower costs; and (iv) contribute to their perpetuation. The basic inherent principles in this practice are transparency, fairness, accountability and corporate responsibility. Among the corporate governance practices recommended by the IBGC’s code, Multiplan has adopted the following:
- policy of “one share equals one vote”;
- hiring of an independent auditing firm to analyze the balance sheet and financial statements. This firm cannot be hired to provide other services to ensure total independence;
- Bylaws to clearly define the (i) means of calling a shareholders’ meeting; (ii) powers of the Board of Directors and the Executive Board; (iii) voting system, election, removal and term of office of the members of the board of directors;
- transparency in disclosing management´s annual reports;
- call notices for shareholders meetings and the relevant documentation, detailing the items on the agenda, to be made available from the date of the first call notice. Shareholders’ meetings must be held at a time and place that allows the maximum number of shareholders to be present;
- provision in the Bylaws for shareholders to abstain from voting in case of conflict of interest;
- prohibition of the use of insider information and a policy of disclosing material information;
- provision in the Bylaws to use arbitration to settle possible disputes between Multiplan and its shareholders;
- dispersion of shares (free float) to enhance their liquidity;
- at least 20% of the Board of Directors should be composed of independent members (without any relation with the Company and the majority shareholder);
- board members must have experience in operational and financial matters and with experience on other administration boards;
- availability of access to the conditions of the Shareholders’ Agreement to all other shareholders of Multiplan; and
- provision in the bylaws* prohibiting access to information and voting rights to board members in situations of conflict of interest.
The Company’s Bylaws comply with the Novo Mercado Rules. However, Multiplan signed the Agreement of Adherence to B3’s Level 2 Better Practices of Corporate Governance by which the Company, the board members and directors and the majority shareholders undertake to comply with all the requirements relating to the differentiated corporate governance practices established by the B3 for listing its Common Shares at Corporate Governance Level 2. With this agreement, Multiplan’s incorporation into the Novo Mercado is still subject to the following additional requirements: (i) conversion of all its preferred shares into common shares, as required by the Novo Mercado regulations, (ii) signing of the Agreement terms of admission to the Novo Mercado with Bovespa.
CVM Rule #358/449 provides for the disclosure and use of information about a material fact or act related to publicly held companies, regulating the following:
- Establish the concept of a material fact that gives rise to reporting requirements. Material facts include decisions made by the controlling shareholders, resolutions of the general shareholders meeting and Company’s management, or any other facts related to the Company’s business (whether occurring within the Company or otherwise somehow related thereto) that may influence the price of its publicly traded securities, or the decision of investors to trade such securities or to exercise any of such securities’ underlying rights;
- specify examples of facts that are considered to be material, which include, among others, the execution of shareholders’ agreements providing for the transfer of control, the entry or withdrawal of shareholders that maintain any managing, financial, technological or administrative function with or contribution to the Company, and any corporate restructuring undertaken among related companies;
- oblige the officer of investor relations, controlling shareholders, other executive officers, members of its board of directors, members of the audit committee and other advisory boards to disclose material facts;
- require simultaneous disclosure of material facts to all markets in which the corporation’s securities are admitted for trading;
- require the acquirer of a controlling stake in a corporation to publish material facts, including its intentions as to whether or not to de-list the corporation’s shares, within one year;
- establish rules regarding disclosure requirements in the acquisition and disposal of a material stockholding stake; and
- restrict the use of insider information.