New Market

On December 13, 2006, São Carlos migrated to the “Novo Mercado”, the highest level of corporate governance at BM&FBovespa. Created in 2000, this special segment of voluntary listing requires a commitment to Corporate Governance practices more strict than required by law, based on the principle that the valuation and liquidity of the shares are positively influenced by the increased shareholders‘ rights and disclosure of information provided by the companies.

Among the voluntary additional obligations of the Novo Mercado rules, we highlight:

  • Maintain a share capital structure composed exclusively of common shares
  • Same conditions provided to majority shareholders in the disposal of the Company’s Control will have to be extended to all shareholders (Tag Along).
  • Obligation to hold a tender offer by the economic value criteria, in case of delisting or cancellation of registration as publicly-held company
  • Establishment of a two-year unified mandate for the entire Board of Directors, which must have five members at least, of which at least 20% (twenty percent) shall be Independent Members
  • Maintenance of a minimum free float, equivalent to 25% of the capital
  • Improvements in quarterly reports, such as the requirement of consolidated financial statements and special audit revision
  • Disclosure of annual balance sheet, according to standards of the IFRS.
  • Compliance with disclosure rules in trades involving securities issued by the company in the name of controlling shareholders.

Click here to access Novo Mercado rules at BM&Fbovespa website