Page 26 - Minerva Foods | Annual Report 2017

Corporate
GOVERNANCE
Minerva Foods is aligned with the Code of Best Practices of Corporate Governance, pub- lished by the Brazilian Institute of Corporate Governance (IBGC) and its actions are gov- erned according to the rules of Brazil’s Secu- rities and Exchange Commission (Comissão de Valores Mobiliários – CVM), with the Cor- porations Act (Law No. 6.404/76) and by the Company’s own Articles of Incorporation. These guidelines are part of a matrix manage- ment model that makes internal processes dy- namic and provides more agility and efficiency in responding to market demands.
The Company is listed in the B3 Novo Merca- do index and follows rules such as: issuing only ordinary shares; granting all shareholders tag- along rights in the event of the alienation of shareholding control; maintaining the strictest policies for disclosing negotiations involving securities issued by the Company and other as- pects. It is committed to the IBGC’s principles of transparency, equality, accountability and corporate responsibility. It also complies with
CVM Instruction No. 358, which defines the most rigorous standards of disclosure and use of information on material act or facts related to publicly-held companies. 103-3
Moreover, Minerva has internal controls corre- sponding to fighting corruption, loss prevention and fraud, maintaining fair competition among others, constantly monitoring practices adopted upon the Company’s behalf, promoting review of the environment, verifying conflicts of interest and carrying out training aimed at guaranteeing compliance with all applicable international and national laws and regulatory standards. 102-25 | 103-3 To support its approach to management, the Company maintains Minerva Connection – Minerva Foods Ombudsman, a communica- tion channel that receives complaints from em- ployees and civil society, through a transparent process, free of retaliation. Through this chan- nel, direct and indirect employees, essential service providers and the community are able to freely and securely discuss any illegal prac- tices and inappropriate conduct, among other things, in addition to actions that are not com- pliant with the Codes for Ethical Conduct and current laws. 205-2 | 103-3
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