 Investor Relations /
Corporate Governance
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Investor Relations /
Corporate Governance
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| 1. GENERAL PRINCIPLE | ||
| 1.1. Scope | ||
| 1.2. Administration of the Policy | ||
| 1.3. Disclosure and Negotiation Committee | ||
| 1.4. Approval or alterations of the Policy | ||
| 2. PERSONS SUBJECT TO THE POLICY | ||
| 2.1. Persons subject to the Policy | ||
| 3. TRADING PROHIBITIONS | ||
| 3.1. Trading Prohibition before and after the disclosure of relevant act or fact | ||
| 3.2. Exceptional Periods for Prohibited Trading (Black-Out Period) | ||
| 3.3. Other Cases of Trading Prohibition | ||
| 3.4. Trading Prohibition before and after the disclosure of the Company’s financial statements | ||
| 3.5. Prohibition to Acquire for Treasury | ||
| 3.6. The prohibitions imposed in this Policy do not apply to: | ||
| 4. RIGHTS AND DUTIES OF PERSONS NOT ALLOWED TO TRADE | ||
| 4.1. Negotiation Proper Policy | ||
| 4.2. Duties of the persons not allow to trade | ||
| 5. DISCLOSURE OF INFORMATION ON THE TRADING BY ADMINISTRATORS AND RELATED PERSONS | ||
| 5.1. Object | ||
| 6. DISCLOSURE OF INFORMATION ON ACQUISITION OR DISPOSAL OF RELEVANT SHAREHOLDING POSITIONS AND NEGOTIATIONS | ||
| 6.1. Object | ||
| 7. ADHESION TO THE POLICY | ||
| 7.1. Form of adhesion and responsible body | ||
| 8. POLICY VIOLATION | ||
| 8.1. Sanctions | ||
| 8.2. Communication of violation | ||
| 9. POLICY VALIDITY |
1.3. Disclosure and Negotiation Committee – It is responsibility of the Disclosure and Negotiation Committee with respect to the POLICY:
a) advise the Investor Relations Officer;
b) permanently assess its updating and put forward the pertinent changes;
c) decide on doubts about the interpretation of its text;
d) determine the necessary actions for its disclosure and circulation;
e) regulate adhesions;
f) inquire into and decide on cases of breach;
g) analyze official inquiries from regulatory self-regulatory agencies, and prepare the respective answers;
h) propose a solution for omission and exceptional cases.
1.3.1 In addition to the Investor Relations Officers, the Disclosure and Negotiation Committee shall comprise up to 5 (five) people appointed annually by the Board of Directors among the members of this very Board and the Executive Board of the Company. The Committee shall meet whenever it is convened by the Investor Relations Officer.
1.4. The POLICY cannot be approved or changed when there is a pending relevant act or fact undisclosed yet.
2. PERSONS SUBJECT TO THE POLICYPOLÍTICA
2.1. Persons subject to the Policy:
2.1.1. This policy also concerns:
3. TRADING PROHIBITIONS
3.1. Negotiation prohibition before and after the disclosure of relevant act or fact - The company and the persons who are not allowed (sub item 2.1) cannot trade securities issued by the company, or related to it, from the date of awareness to the day following the disclosure of any relevant act or fact to the market.
3.1.1. The Investor Relations Officer may maintain the prohibition under sub item 3.1, in addition to the day following the relevant information disclosure, whenever, at his/her discretion, the trading of securities may damage shareholders of company or the company itself.
3.2.Exceptional Periods for Prohibited Trading (Black-Out Period) - The Investor Relations Officer may, regardless of any justification or the existence of relevant act or fact not disclosed yet, set periods in which the persons not allowed cannot trade securities issued by the company, or related to it. The persons not allowed shall keep secret such periods
3.2.1. The Investor Relations Officer may include in the black-out period the trading stipulated in the Proper Policies addressed by sub item 4.1.
3.3. Other Cases of Trading Prohibition - Will also be prohibited, unless under the program of granting of options to purchase shares:
3.3.1. The controlling shareholders, direct or indirect, officers, members of the Board of Directors and other statutory boards:
a) the purchase of securities issued by the Company, or related to it, on the same day when the Company, its controlled and associated companies or other company under common control, sells treasury shares, or an option or proxy has been granted for this purpose;
b) the sale of those securities on the same day when the Company, its controlled and associated companies or other company under common control, buys treasury shares, or an option or proxy has been granted for this purpose;
3.3.1.1. The control for such operations do not occur on the same day, will be made by Itaú Corretora de Valores S.A.
3.3.2. Persons not allowed:
3.3.2.1. the Investor Relations Officer may, after have discussed the matter with the Disclosure and Negotiation Committee, and in individual cases, reduce this time-limit, observing, in any case, the provisions under 3.4.1 and 3.4.2.
3.3.3. For persons not allowed, whenever there is the intention of carrying out incorporation, total or partial split, corporate transformation or reorganization of the company.
3.4. Prohibition of trading before and after the disclosure of financial statements of the Company - The trading prohibition applies also to:
3.4.1. Within 15 (fifteen) days prior (i) the disclosure of quarterly information (ITR) and annual (DFP), or (ii) the publication of the notice available to shareholders, as Annex A. In the event that preliminary financial information are disclosed or anticipated by the Company, however, the trading prohibition shall terminate as soon as such disclosure occur;
3.4.2. Within the period between the decision, took by the competent corporate body, to increase the share capital, pay dividends, share bonus or their derivatives or approve splits, and the publication of the respective public notices or advertisements.
3.5. Prohibition to Acquire for Treasury – the Company can not purchase shares for treasury according to items 3.1 e 3.4.
3.5.1. The Board of Directors of the Company cannot decide on the acquisition, or the disposal, of shares issued by the Company either, if any agreement or contract has been entered into to transfer the company shareholding, or if any option or proxy has been granted for that purpose, and if there is also the intention of carrying out incorporation total or partial split, merger, corporate transformation or reorganization, and whilst the operation has not been made public yet through the disclosure of relevant fact.
3.6. The prohibitions imposed in this Policy do not apply to, apart from the prohibition of item 3.4.1:
3.6.1. The acquisition of shares which are held in treasury, through private trading, arising from the exercise of call option in conformity with the plan of concession of call option approved by the shareholders’ meeting;
3.6.1.1. The disposal up to the authorized limit for securities acquired in compliance with the plan of concession of call option approved by the shareholders’ meeting, provided this takes place on the date of exercise of said options.
3.6.2. The exercise of subscription rights, regarding previously acquired shares;
3.6.3. Private trading between persons who are not allowed (sub item 2.1), viewed as such the trading made out of the stock exchange and an organized over-the-counter market.
4. RIGHTS AND DUTIES OF PERSONS NOT ALLOWED TO TRADE
4.1. The persons not allowed to trade may describe in detail their own trading policy (Proper Policy), observing the prohibitions under sub item 3.4.1 and, as the case may be, of 3.2.1. Those persons shall strictly observe this Proper Policy.
4.1.1. This Proper Policy shall endure at least 6 (six) months, be filed with the company 15 (fifteen) days before the first trading stipulated in it, and be immediately sent to the Investor Relations Officer.
4.1.1.1. In the Proper Policy the concerned party shall describe, approximately, the amount of resources to be invested, or the quantity of securities issued by the company, or related to it, to be traded, during the duration period, and shall inform the Legal Board of all trading made within up to five (5) days of its occurrence.
4.1.1.2. The Legal Directorship shall maintain specific and individual control of all the Proper Policies and inform the Investor Relations Officer, based on information under sub item 4.1.1.1, of the cases of nonobservance.
4.1.1.3. The Proper Policy can neither be filed nor modified when there is any pending relevant act or fact of which the concerned party is aware, moreover, during the fifteen (15) days prior to the disclosure of the ITR and DFP forms.
4.1.1.4. The Investor Relations Officer may refuse the filing with the company of any Proper Policy proposal which is noncompliant with the Policy or with the applicable law.
4.1.2. The Legal Directorship shall inform the Proper Policy to the BM&FBOVESPA and, as the case may be, the CVM and other stock exchanges and organized over-the-counter market entities, where the securities of the company are accepted for trading.
4.2. In addition to the observance of trading prohibitions, the persons not allowed (subitem 2.1) shall:
4.2.1. Keep secret any information concerning relevant act or fact of the company and not used it to gain advantages, to themselves or to someone else, in the securities market, also ensuring that their subordinates and third parties entrusted by them will keep secret such information, never using it;
4.2.2. Engage to trade securities referred to by the Policy exclusively through Itaú Corretora de Valores S.A.. To do so, shall be transferred to this broker open positions involving securities issued by the Company that such persons hold in other securities brokers within a maximum of sixty (60) days after publication of the POLICY or office possession.
4.2.2.1. In the event that, trading is not available at the broker referred in item 4.2.2, prevented to negotiate people, above mentioned, can operate exceptionally in another broker, if it has obtained the prior written approval of the Director of Investor Relations.
5. DISCLOSURE OF INFORMATION ON THE TRADING BY ADMINISTRATORS AND RELATED PERSONS
5.1. The officers, members of the Board of Directors, of the Audit Committee and any body with technical and consulting duties, set up by statutory provision, shall inform the Legal Board that, in its turn, shall inform the CVM, the BM&FBOVESPA and, as the case may be, other stock exchanges and over-the-counter market entities where the securities of company are accepted for trading, the quantity, the features and the form of acquisition of securities issued by the company and by publicly-traded controlled or parent companies, or related to them, owned by them, and also changes to their positions.
5.1.1. The communication shall be made as a “Shareholding Declaration”, according to exhibit B, and shall be made on the first business day after taking office, or within 05 (five) days at the latest, after each negotiation.
5.1.2. People prevented from negotiating mentioned in subsection 5.1. should indicate in the statement that this sub item 5.1.1, the securities that are held by a spouse which is not legally separated, by a partner, by any dependent included in their annual income tax, as well as companies controlled directly or indirectly by such persons, including those contained in the letter "a" of sub item 2.1.1, if applicable.
6. DISCLOSURE OF INFORMATION ON ACQUISITION OR DISPOSAL OF RELEVANT SHAREHOLDING POSITIONS AND NEGOTIATIONS
6.1 Any individual or corporation, or group of persons, acting together or representing the same interest, which obtains shareholding, direct or indirect, which accounts for 5% (five per cent) or more of a type or class of shares which represent the capital of the Company shall send to CVM, to BM&FBOVESPA and, as the case may be, to other stock exchanges and organized over-the-counter market entities where the securities of the company are accepted for trading, a declaration bearing the information required in exhibit C of the POLICY.
6.1.1. The disclosure of the same information is equally compulsory to any person or group of persons who represents the same interest, shareholder equal to or over the percentage referred to in sub item 6.1, every time said shareholding rises by 5% (five per cent) of a type or class of shares which represent the company share capital.
6.1.2. The obligations stipulated in sub items 6.1 and 6.1.1 also comprehend the acquisition of any rights over shares, subscription bonuses, call options and debentures convertible into shares.
6.1.3. The persons mentioned in sub item 6.1 shall also inform of the disposal or extinction of shares and other securities referred to in this item 6, or rights on them, every time such a disposal or extinction reaches the percentage of 5% (five per cent) of the total that type or class and each time that such participation reduce by 5% (five percent) of total species or class.
6.1.4. In the cases that the acquisition results or have been performed for the purpose of changing the composition of the control or management structure of the Company, as well as the assumptions on which the acquisition generates an obligation to conduct a public offer, pursuant to CVM Instruction 361 of March 5th, 2002, the purchaser will also promote the publication of notice on the press, containing the information required by Annex C.
6.1.5. The communications referred in item 6 should be made immediately after the consummation of the events to the Legal Directorship.
7. ADHESION TO THE POLICY
7.1 Form of Adhesion and Body in Charge - The persons not allowed to trade (sub item 2.1) shall adhere to the POLICY by signing an agreement, according to Exhibit D, upon contract execution, election, promotion or transfer, in which they shall declare to be aware of all the POLICY terms and undertake to obey them.
7.1.1. The Trading Committee shall appoint, for each Directorship of the Company, the posts which are subject to the adhesion.
7.1.2. The Directorship in charge of operation or trade which may give rise to a relevant act or fact shall appoint those other employees or third parties who must adhere to the POLICY.
7.1.3. The Disclosure Committee will set guidelines for the adhesion of the persons prevented from trading referred on letter "e" of subsection 2.1. to the POLICY. Once set such guidelines, the non-adherence of the people who would be subject to accession will depend on the consent of the Disclosure and Negotiation Committee, and since provided evidence that the service provider in question has its own negotiating policy, with limitations for the use of relevant information to the trading of securities that are consistent with those contained in the Policy, or in the absence of such own policy, other mechanisms of corporate governance that, at the discretion of the Disclosure Committee, ensure the non-use of relevant information of the Company for trading of securities.
7.1.4. The adhesions shall occur after the internal disclosure of the Policy.
7.1.5. The Legal Directorship shall arrange the adhesion of the members with statutory elected positions, of controlling shareholders and other individuals or corporations who are subject to this POLICY.
7.1.6. The Legal Directorship will maintain a centralized and updated register of all persons who have adhered to the policies and will be responsible for providing such records to the competent bodies, when requested by them.
8. POLICY VIOLATION
8.1. The POLICY breach shall subject the violator to disciplinary sanctions, according to the internal rules of the company and those stipulated in this item, without prejudice to any applicable administrative, civil and penal sanctions.
8.1.1. The Trading Committee shall, assisted by the Legal Directorship, assess the cases of POLICY breach, observing the following:
a) the persons not allowed referred to in letter “a” of subitem 2.1 shall suffer sanctions imposed by the Board of Directors of the Company, after assessment and directions by the Trading Committee;
b) the persons not allowed referred to in the final part of letter “a” of subitem 2.1, shall suffer the sanctions under the internal rules of the company;
c) the breach committed by any person who is not allowed referred to in letter “e” of subitem 2.1 shall be deemed a contractual default, and the company may, without any lien, terminate the respective contract and the demand the payment of the penalty imposed thereby, without prejudice to any losses and damages.8.1.2. The Trading Committee shall inform the Board of Directors of all breaches committed.
8.2. Communication of Breach - Any person who adheres to the POLICY and is aware of its breach shall, promptly, communicate this fact to the Trading Committee.
9. POLICY VALIDITY
This policy is valid until the first meeting of the Board of Directors to be held after the 2014 Annual General Meeting.
EXHIBIT A
CALENDAR FOR 2010
COMPREHENDS RESTRICTION PERIODS FOR TRADING SECURITIES OR ISSUED BY THE COMPANY OR RELATED TO IT, DUE TO PERIODICAL EVENTS (DFP/ITR)
COMPANY |
EVENTOS |
RESTRICTION PERIODS |
| DURATEX S.A. | Balance Sheet / DFP 31.Dec.2009 | From 09/Feb/2010 to 25/Feb/2010 |
| ITR – First quarter 2010 | From 20/Apr/2010 to 07/May/2010 | |
| ITR – Second quarter 2010 | From 21/Jul/2010 to 05/Aug/2010 | |
| ITR – Third quarter 2010 | From 21/Oct/2010 to 05/Nov/2010 |
INDIVIDUAL FORM
Trading by Administrators and Associated Person – Art. 11 –
CVM Instruction nº 358/2002
On.....(month/year)
( ) Just the following operations were made with securities and derivatives, according to article 11 of the CVM Instruction nº 358/2002.(1)
( ) no operation was made with securities and derivatives, according to article 11 of the CVM Instruction nº 358/2002, and I have the following data on the securities and derivatives.
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(1) Upon completion of the form, exclude the lines which bear no information
(2) Issuance/series, convertible, simple, deadline, guarantees, type/class, etc.
(3) Quantity times price.
DECLARATION
I, ..................(name and qualification) ............................................. acting as ............................... of the Company, DECLARE, in observance of Instruction nº 358/02 of Securities Commission, that I ............... (acquired/disposed of shares/other bonds and securities or rights on shares/other bonds and securities – specify type and class, if the case) issued by the Company, having ...................(reached/increase or reduced/extinguished)................ by ....... (5 or +) ..........% my interest ............... (direct or indirect), corresponding to ....................... (shares/other bonds or right on those shares/other bonds –) .................. which represent the Company capital, as described below:
I – Objective of my interest and quantity intended (as the case may be, declare the nonobjective acquisition change the composition of the administrative control or structure of the company):
...........................................................................................................................................
............................................................................................................................................
II – Number of share, subscription bonuses, and also subscription rights and call options, per type and class, already held, directly or indirectly, by me or by someone linked to me:
............................................................................................................................................
............................................................................................................................................
III – Number of debentures convertible into shares, already held, directly or indirectly, by me or by someone linked to me (explain the quantity of shares targeted by the possible conversion, per type and class):
...........................................................................................................................................
...........................................................................................................................................
IV – Indicate any agreement or contract which regulates the exercise of voting rights or the purchase and sale of securities issued by the company:
...........................................................................................................................................
...........................................................................................................................................
I do undertake, also, to promptly inform the Investor Relations Officer of any change in data informed herein which represent any increase or reduction by 5% in my interest.
São Paulo ……........... ......, ..........
_____________________________
EMPLOYEES’ ACCEPTANCE AGREEMENT
.....................................[name, nationality, marital status, profession, CPF. RG, address and company telephone] ............................................., undersigned, acting as ............................ of the Company, accepts the TRADING POLICY OF SECURITIES ISSUED BY THE COMPANY, of which a copy is received now; declares to be aware of its terms and undertakes to fully observe them. Also declares to be aware that the dates set under Exhibit A shall be set annually.
São Paulo, .......................................
_____________________________
.....................................[name, nationality, marital status, profession, CPF. RG, address and company telephone] ............................................., undersigned, acting as ............................ of the Company, accepts the TRADING POLICY OF SECURITIES ISSUED BY THE COMPANY, of which a copy is received now; declares to be aware of its terms and undertakes to fully observe them. Also declares to be aware that the dates set under Exhibit A shall be set annually and that any sanctions for the breach of the policy shall be imposed by the Disclosure and Trading Committee or by the Board of Directors of the company, as the case may be.
São Paulo, ......................................
____________________________
.................................... [name, nationality, marital status, profession, CPF. RG, address and company telephone] ............................................., undersigned, acting as ............................ of the Company, accepts the TRADING POLICY OF SECURITIES ISSUED BY THE COMPANY, of which a copy is received now; declares to be aware of its terms and undertakes to fully observe them. Also declares to be aware that the dates set under Exhibit A shall be set annually and any breach committed against said policy shall be deemed a contractual default, and the company may, without any lien, terminate the contract which gave rise to this acceptance and demand the payment of the penalty imposed therein, without prejudice to any losses and damages.
São Paulo, .......................................
____________________________
Updated on july, 2010 |
