Corporate Governance

Investor Relations

Rights of preferred shares of Banco Indusval S.A. Disclosure and Use of Information

Banco Indusval S.A. believes that an appropriate corporate governance model helps make its business sustainable, increases its credibility and adds value to the Bank and all its stakeholders. The Bank greatly values the disclosure of transparent information, business ethics, responsible corporate management, as well as fair and open communication. Moreover, the Bank constantly seeks to improve its decision-making process and risk management, as well as its operational strategies and internal controls.

Banco Indusval S.A. has a Code of Ethics aligned with its internal culture and beliefs. It includes guidelines and practices to be followed by all employees while performing their duties. The ethical issues in the Code include professional confidentiality, personal responsibility and conflicts of interest, among other aspects. This Code was revised in 2009 to ensure even stricter ethical principles in conducting the Bank’s activities. Throughout the year, all employees were trained so that they would incorporate into their day-to-day routine the principles in Indusval companies’ Code of Ethics and be fully committed to its guidelines.

Even though BI&P shares are listed on BM&FBOVESPA’s Level 2 of Corporate Governance, the Bank adopts additional practices to those required by Level 2 segment. Among the pratices adopted are:

(i) Board of Directors with, at least, 5 members, in which 20% must be Independent Board Members;

(ii) Free float of, at least, 25%;

(iii) Same remuneration for common and preferred shares;

(iv) 100% Tag along: The extension to all shareholders of the same conditions obtained by the controlling shareholders in any sale of the controlling block of shares in the Bank;

(v) The obligation to make purchase public offers for shares under certain circumstances;

(vi) Disclosure of Financial Statements translated into English;

(vii) Voting rights to the preferred shares restricted to the following matters: (a) transformation, merger or spin-off of the Company; (b) approval of contracts between the Company and directly or indirectly related parties, when they are resolved at the General Shareholdres Meetings; (c) valuation of assets for payment of a capital increase of the Company; (d) selection of specialized company for verification of the Economic Value of the Comapny, in case of deslisting of Company; and (e) amendment or revocation of statutory provisions that alter or modify the requirements in minimun clauses ruled by Level 2 regulation; and

(viii) The adherence of the Bank, its controlling shareholders, administrators and members of the Fiscal Council to the Regulations of the Market Arbitration Chamber of the BM&FBOVESPA – Arbitration Clause – for the purpose of resolving conflicts among shareholders in accordance with Article 50 of its bylaws.

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Rights of Banco Indusval's preferred shares

Banco Indusval S.A. preferred shareholders confer voting rights only to restricted matters in the resolutions of the Annual General Meetings of Shareholders, preserved all rights established in Law 6404/76. However, they enjoy the following preferences and advantages:

(a) priority in the reimbursement of capital in the event of the winding-up of the Bank, with no premium;

(b) participation in the distribution of profits and interest on equity under equal conditions relative to the common shares; and

(c) the right to be included in a public offering as a result of the sale of the Bank’s control, at the same price offered for said shares (100% tag along).
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Disclosure and Use of Information

In line with the Brazilian securities and exchange commission (CVM) regulations and aiming to maintain high standards of Corporate Governance, Banco Indusval S.A. established its Information Disclosure Policy and its Securities Trading Policy, as well as its Code of Ethics, that supports and reinforces all the Policies of the Company.

The Information Disclosure and Securities Trading Policies of Banco Indusval S.A. expands the terms set forth in CVM Rule # 358 of January 3, 2002 regarding the disclosure and use of information related to material facts and acts of publicly held companies, which include provisions that:

- 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 meeting of shareholders and of management of the Bank, or any other facts related to the Bank’s business (whether occurring within the Bank 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 Bank, 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;

- determine that the acquirer of a controlling stake in a corporation publishes 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.

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Last update: February 29, 2012

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