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Approval of amends to the bylaws for accession to B3's Level 2 of Corporate Governance and definition of public interest

12/18/2017 | 20h45
Approval of amends to the bylaws for accession to B3's Level 2 of Corporate Governance and definition of public interest
T&B Petroleum T&B Petroleum

Petrobras, further to the press releases of June 5 and October 26, 2017, informs that its Shareholders Meeting approved today changes to its Bylaws which will allow the company to apply for accession to B3’s Level 2 special listing segment of Corporate Governance.


Petrobras will now formally apply for Level 2 and, if approved, will sign the Level 2 participation agreement together with B3 and the Federal Government, as the controlling shareholder.


The main amends to the bylaws include the expansion of the power of the Minorities Shareholders Committee, which will now examine and opine in an advising, non-binding capacity, on matters in which preferred shares would be entitled to vote, pursuant to Level 2 rules.


The bylaws hereby also include clauses to guarantee 100% tag along rights to preferred shares, under the same conditions granted to common shares; rules for share acquisition public offers; and the provision for arbitration procedure for disputes arising out of the Level 2 rules, except in cases involving the public interest of Petrobras and unavailable rights.


Additionally, the bylaws now establish, in a clear and transparent manner, that the company may have its activities guided by the Federal Government in order to contribute to the public interest that justified its creation. However, if the Federal Government’s guidelines lead the company to undertake obligations and responsibilities under conditions different from those of any other company in the private sector that operates in the same market, such obligations and responsibilities shall be defined in law or regulation and have their costs and revenues broken down and disclosed. In addition, the Federal Government shall compensate Petrobras, at each fiscal year, for the difference between market conditions and the operational result or economic return from such obligation.


Still in compliance to the Level 2 standards, Petrobras disclosed today its Annual Calendar of Corporate Events for the year 2018, a practice that enables better planning and consequent resources optimization from both the company and its shareholders.


The Company has also completed the annual review of its Related Party Transactions Policy, expanding the role of committees that advise the Board of Directors such as the Statutory Audit Committee and the Minority Shareholders Committee.


These initiatives help to perpetuate the corporate governance advances achieved by Petrobras, and reinforce its commitment to continuous improvement of processes and alignment to market best practices.

Font: Petrobras Agency
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