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Investor Relations / Corporate Governance

Policy For Material Act
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DISCLOSURE POLICY FOR MATERIAL ACT OR FACT OF DURATEX S.A. (POLICY)

SUMMARY

   1.1. Scope
   1.2. Disclosure Committee
   2.1. Material act or fact
   2.2. Examples of material acts or facts
   3.1. Duties and responsibilities of the Investor Relations Director
   3.2. Related persons
   3.3. Duties and responsibilities of related persons
   3.4. Duty of confidentiality (sub-item 6.2)
   3.5. Forecast of results
      3.5.1. Market expectations
A) Procedure for preparation
   4.1. Participating bodies
   4.2. Format of disclosure document
B) Disclosure procedure
   4.3. Recipients of disclosure information and responsible bodies
   4.4. Simultaneous disclosure
   4.5. Disclosure timing
   4.6. Suspension of trading
   4.7. Situations of non-disclosure of a material fact or act
       4.7.1. Immediate disclosure
   4.8. Rumors
   4.9. Vehicle and form of disclosure
   4.10. Person authorized to comment on the content of a material act or fact
   5.1 .Information related to results
   5.2. Anticipated information or preliminary results
   6.1. Purpose
   6.2. Confidentiality duty
   6.3. Those subject to control mechanisms
   6.4. The objectives of control mechanisms
   6.5. Related Persons
   7.1. Sanctions
   7.2. Notification of an infringement


1. GENERAL PRINCIPLES

1.1. Scope - The POLICY provides  the guidelines and procedures to be complied with in the disclosure of material acts or facts and in the maintenance of confidentiality of such non-disclosed information, in accordance with CVM Instruction 358, dated January 3, 2002, modified. The scope of the policy covers the disclosure to the appropriate regulatory bodies and the market complete and timely information on the material acts and facts relating to the company, as defined in sub-item 2.1, thus reinforcing the equity and transparency of such disclosure to all interested parties, without privileging some to the detriment of others.

1.2. The Disclosure Committee -The Disclosure Committee has the following purposes regarding this Policy:

  1. to advise the Investor Relations Director;
  2. to permanently evaluate the applicability of the policy and to suggest any pertinent amendments thereto;
  3. to decide on any questions regarding the interpretation of the policy’s text;
  4. to order all actions necessary for the disclosure and dissemination thereof, including among the company’s employees;
  5. to evaluate the content of any announcements before release to the press (press releases), meetings with investors and investment analysts (road shows), teleconferences and public presentations containing material information on the company;
  6. to regulate the compliances;
  7. to evaluate and decide on cases of infringement;
  8. to analyze official queries posed by regulatory and self-regulated bodies, and to prepare the respective answers;
  9. to propose solutions for unforeseen and exceptional cases.

2. DEFINITION OF MATERIAL ACT OR FACT

2.1. Material act or fact - Any decision of a controlling shareholder, or resolution of a general shareholders’ meeting or of any management bodies of the company, or any other act or fact of a political-administrative, technical, negotiating or economical-financial nature, taking place or relating to the company’s business, which may reasonably interfere with:
2.1.1. the price of securities issued by the company or related thereto;
2.1.2. the decision of investors to buy, sell or maintain such securities;
2.1.3. the decision of investors to exercise any shareholders’ rights issued by the company or related thereto.

2.2. Examples of material acts or facts - The following are examples of material acts or facts, to the extent that they can result in any of the effects above, among others:
2.2.1. the signature of an agreement or contract providing for the transfer of the shareholding control of the company, even if the efficacy of such instrument is conditional or resolutely ;
2.2.2. the change in the company’s control, including through the execution of, amendment to, or termination of, a shareholders’ agreement;
2.2.3. the execution of, amendment to, or termination of, a shareholders’ agreement to which the company is a party or intervenes, or which has been registered in the appropriate company book;
2.2.4. the entry or withdrawal of a partner who has a contract or an operational, financial, technological or administrative agreement with the company;
2.2.5. the authorization for trading in securities issued by the company in any market, national or foreign;
2.2.6. the decision to cancel the registration of the company;
2.2.7. a merger or spin -off involving the company or affiliated companies;
2.2.8. a change in the company’s net worth composition;
2.2.9. the purchase or sale of a relevant investment;
2.2.10. the transformation or winding-up of the company;
2.2.11. the change of the accounting principles adopted by the company that could significantly change the result or net worth of the company;
2.2.12. debt renegotiation considered to be of significant proportions;
2.2.13. the approval of a stock option plan;
2.2.14. a change in the rights and advantages of securities issued by the company;
2.2.15. the split-up or consolidation of shares or the concession of share bonuses;
2.2.16. the acquisition of shares of the company for maintenance in treasury or cancellation, and the sale of shares so acquired;
2.2.17. profits or losses of the company and the attribution of earnings, in cash;
2.2.18. the execution or termination of a contract, or the failure to execute it, when the expectation of execution thereof is in the public domain;
2.2.19. the approval of, change in, or cancellation of a project, or the delay in implementing it;
2.2.20. the initiation, re-initiation or suspension of the manufacture or commercialization of a product or service;
2.2.21. the discovery, change or development of technology or resources owned by the company;
2.2.22. changes in the forecasts previously disclosed by the company;
2.2.23. a request of composition with creditors, a bankruptcy request or confession or the filing of a legal action, which may affect the economical-financial situation of the company.

3. DUTIES AND RESPONSIBILITIES IN THE DISCLOSURE OF A MATERIAL ACT OR FACT

3.1. Duties and responsibilities of the Investor Relations Director – The Investor Relations Director has the following duties:

3.1.1. to disclose and communicate to the market and appropriate authorities (sub-item 4.3., “a”) any material act or fact taking place or related to the company’s business;
3.1.2. to ensure the broad and immediate dissemination of the material act or fact;
3.1.3. to disclose the material act or fact simultaneously in all markets where the securities issued by the company are traded;
3.1.4. to provide to the appropriate authorities, whenever requested by them, any additional explanation in connection with the material act or fact;
3.1.5. to interview persons having access to material acts or facts, in the event described in the preceding sub-item or if there is any atypical fluctuation in the price or quantity of trading of shares issued by the company or related thereto, with the purpose of ascertaining whether such persons have knowledge of any information that must be disclosed to the market.


3.2. Related persons - The following persons shall be deemed related to the company:
  1. (i) its direct or indirect controlling shareholders, officers, members of the board of directors, fiscal council and any bodies with technical or consulting duties created under its by-laws; (ii) the same persons in a controlling, controlled or affiliated company who have had access to relevant information;

  2. the employees of the company, or of its controlling, controlled or affiliated company(ies), who, because of their rank, function or position, have privileged access to any relevant information;

  3. any other person that, because of any circumstance, may have knowledge of relevant information, such as consultants, independent auditors, rating companies’ analysts and assistants.


3.3. Duties and responsibilities of related persons - The persons referred to in letter “a.(i)” in sub-item 3.2. only, shall:

3.3.1. communicate to the Investor Relations Director, or, in his or her absence, to the President of the Company, any material act or fact that may come to their knowledge;
3.3.2. having heard the Disclosure Committee, communicate to the CVM any material act or fact of which they have personal knowledge in case the Investor Relations Director fails to comply with his or her duty to disclose.

3.4 Duty of confidentiality (sub-item 6.2) - The related persons shall keep confidential any information relating to a material act or fact, until its disclosure in the market, in accordance with sub-item 6.2.
3.4.1. The related person that communicates, by mistake, a material act or fact to a non-related person, before its disclosure in the market, shall immediately inform the Investor Relations Director of the erroneous communication, so that he or she may take any adequate measures.

3.5. Forecast of results - The company shall not disclose performance forecasts.
3.5.1. Market expectations -The company may disclose, on the website www.duratex.com.br the market expectations for its results, without validating them.
3.5.2. The Investor Relations Director may view the content of analysts’ reports before release, so as to avoid the disclosure of incorrect or inaccurate data or information already in the public domain.

4. PROCEDURE FOR PREPARATION AND DISCLOSURE OF A MATERIAL ACT OR FACT

A) Preparation Procedure

4.1. Participating bodies -The document of disclosure of a material act or fact shall be prepared by the Disclosure Committee, which may request the participation of the company divisions involved in the transaction or deal which has given rise to the material act or fact.

4.2. Format of disclosure document -The document for disclosure of a material act or fact shall be clear and precise and utilize a language accessible to the investor public.

B) Disclosure procedure

4.3. Recipients of disclosed information and responsible bodies -The  Legal Directorship shall disclose, under the supervision of the Investment Relations Director, a material act or fact, as a matter of priority and simultaneously:
  1. to the CVM, through its site, to BM&FBOVESPA and, as the case may be, to the other stock exchanges and the organized over-the-counter market ;
  2. to the market in general, as explained in sub-item 4.9.

4.3.1. Subsequently to such disclosure, the Investor Relations Director may disclose the material act or fact to the market via e-mail and make the information available on the website www.duratex.com.br.

4.4. Simultaneous disclosure - The material act or fact disclosed by any communication media or in meetings with class entities, investors, analysts or with any selected audience, in Brazil or abroad, shall be simultaneously disclosed to the market(s) in which the securities issued by the company are eligible for trading (sub-item 3.1.3.).

4.5. Disclosure timing - The disclosure of a material act or fact shall take place, whenever possible, before the opening or after the closing of trading in the stock exchanges or organized over-the-counter market where the securities issued by the company are eligible for trading.
4.5.1. If the securities issued by the company may be simultaneously traded in the markets of different countries, where the trade opening and closing hours are not compatible, the trading hours of the Brazilian market shall prevail for purposes of sub-item 4.5.

4.6. Suspension of trading - In case it is imperative that the disclosure of a material act or fact takes place in trading hours, the Investor Relations Director may simultaneously request the national and foreign stock exchanges and organized over-the-counter market to suspend the trading of securities issued by the company, or related thereto, for as long as it takes to properly disclose the material information.

4.7. Situations of non-disclosure of a material fact or act -The material acts or facts may exceptionally not be disclosed if the controlling shareholders or management conclude that the disclosure thereof shall put a legitimate interest of the company at risk.
4.7.1. The Investor Relations Director shall immediately disclose the material act or fact referred to in sub-item 4.7. if the material information leaks to the market, if there is an atypical fluctuation in the price or quantity of traded securities issued by the company or related thereto, or if the CVM orders disclosure.
4.7.1.1 When applicable, the Investor Relations Director shall provide any necessary explanations to the stock exchanges.

4.8. Rumors -The company shall not comment on any existing rumors in the market about the company, unless they materially influence the prices of its securities.

4.9. Vehicle and form of disclosure -The legally required disclosure to the market shall be affected through publication in newspapers of widespread circulation, regularly utilized by the company.
4.9.1. Additionally, the company may disclose the material act or fact through the following media:

  1. the worldwide web (Internet), on the website www.duratex.com.br
  2. e-mail;
  3. teleconference;
  4. public meeting with class entities, investors, analysts, or with the interested public, in Brazil or abroad;
  5. announcements to the press (press releases);
  6. radio-diffusion media utilized by the market.

4.9.2. The disclosure through newspaper publication (sub-item 4.9.) may be affected in a reduced form, (provided that it informs the addresses on the worldwide web – Internet where the complete information shall be available to the interested public), with content at least equivalent to that provided to the entities referred to in letter “a” of sub-item 4.3.
4.9.3. The material act or fact shall be internally disclosed for general knowledge.

4.10. Person authorized to comment on a material act or fact - Only the Investor Relations Director, or the persons appointed thereby, or, in the absence of the latter, the persons appointed by the company’s President, is authorized to comment, explain or provide more detail on, the content of a material act or fact

5. DISCLOSURE OF INFORMATION RELATED TO QUARTERLY, HALF YEAR AND ANNUAL RESULTS

5.1 .Information related to results - The Director of Investor Relations should establish and disclose to the market, in advance according to market standards, the dates on  that the Company’s quarterly, semiannual or annual audit results will be published.

5.2. Anticipated information or preliminary results - Notwithstanding the dates of results publication determined under subsection 5.1., The Disclosure Committee may, subject to the criteria of opportunity and convenience, to approve the disclosure (i) the anticipated results or (ii) preliminary information (not audited) related to the Company’s quarterly, semiannual or annual results, prepared in accordance with accounting standards adopted by the market.

6. MECHANISMS FOR CONTROLLING THE CONFIDENTIALITY OF INFORMATION RELATING TO A MATERIAL ACT OR FACT

6.1. Purpose - The mechanisms for controlling the confidentiality of information relating to a material act or fact (Material Information) are designed to ensure the maintenance of confidentiality of such information until its disclosure to the appropriate authorities and the market

6.2. Confidentiality duty -The related persons (sub-item 3.2.) shall maintain any Material Information confidential until its disclosure thereof, as well as constantly maintaining the highest standards of confidentiality.
6.2.1. The related person who leaves the company, or who ceases to participate in the transaction or project to which the Material Information refers, shall be bound to his or her duty of confidentiality until such information is disclosed to the appropriate authorities (sub-item 4.3., “a”), and to the market.

6.3. Control mechanisms -The persons related to the company (sub-item 3.2.) shall comply with the POLICY upon the signature of the appropriate declaration (Annex 1), when they are hired, appointed, promoted or transferred, at which time they will state their knowledge of the terms of the POLICY and their commitment to comply therewith.
6.3.1. The Disclosure Committee shall indicate the positions subject to the compliance for each of the company’s divisions.
6.3.2. The Directorship responsible for a transaction or agreement, which may give rise to a material fact or act, shall indicate additional employees and third parties who must comply with the POLICY.
6.3.3. The compliances must take place after the internal disclosure of this POLICY.
6.3.4. The Legal Directorship shall ensure the compliance of persons occupying statutory positions, of the controlling shareholders and all others involved in material acts or facts.
 

6.4. Mechanisms for achieving control objectives – The Legal Directorship shall maintain a centralized record of all persons who have signed the Policy and will be responsible or make it available to the competent bodies, when necessary. 6.5. The persons related to the company (sub-item 3.2.) shall act in a diligent manner in order to preserve the confidentiality of any Material Information, complying with the regulations enacted by the company on the subject.


7. INFRINGEMENT OF THE POLICY

7.1. Sanctions -The violation of this POLICY shall subject the violator to disciplinary sanctions, as provided in the internal rules of the company and pursuant to this item, without restricting the imposition of any administrative, civil and criminal penalties.

7.1.1. The Disclosure Committee shall ascertain any infringements of the POLICY conditioned to the following:

  1. the related persons referred to in letter “a” of sub-item 3.2. shall be subject to the sanctions approved by the board of directors, subsequent to prior recommendations from the Disclosure Committee;
  2. the related persons referred to in letter “b” of sub-item 3.2. shall be subject to sanctions provided for in the company’s internal rules;
  3. the violation caused by any of the related persons referred to in letter “c” of sub-item 3.2. shall be deemed a contractual default, and the company shall be accordingly entitled to terminate the respective contract and demand the payment of any penalty set forth therein, notwithstanding any losses and damages.

7.1.2. The Disclosure Committee shall inform all infringements to the board of directors.

7.2. Notification an infringement - Any person who complies with the POLICY and has knowledge of its violation must immediately notify the fact to the Disclosure Committee.

8. POLICY VALIDITY

This Policy is valid until the first Meeting of the Board of Directors to be held after the General Shareholders Meeting of 2014.



ANNEX 1

CONTROLLING SHAREHOLDER AND MANAGEMENT COMPLIANCE DECLARATION

................................................[name, nationality, marital status, profession, tax enrollment number-CPF, ID ,business, address and telephone] ........................................................., signed here under, in his/her capacity as .................................................. of DURATEX S.A., hereby complies with the POLICY ON DISCLOSURE OF MATERIAL ACTS AND FACTS OF DURATEX S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states that he/she knows the terms thereof and undertakes to fully comply therewith. He/she also states that he/she is aware that the Board of Directors of the Company shall decide upon potential sanctions arising out of infringements of such Policy on Disclosure after being appreciated by the Disclosure Committee.


São Paulo, .......................................            


____________________________

 

TERMO DE ADESÃO PARA FUNCIONÁRIOS

 

.....................................[name, nationality, marital status, profession, tax enrollment number - CPF, ID, business address and telephone] ............................................., signed hereunder, in his/her capacity as .............................. of DURATEX S.A., hereby complies with the POLICY ON DISCLOSURE OF MATERIAL ACTS AND FACTS OF DURATEX S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states that he/she knows the terms thereof and undertakes to fully comply therewith. He/she also states that he/she knows the internal rules of DURATEX S.A.

São Paulo, .....................................

____________________________

 

THIRD PARTY COMPLIANCE DECLARATION

 

.....................................[name, nationality, marital status, profession, tax enrollment number CPF, ID, business address and telephone].............................., signed hereunder, in his/her capacity as .............................. of DURATEX S.A., hereby complies with the POLICY ON DISCLOSURE OF MATERIAL ACTS AND FACTS OF DURATEX S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states that he/she knows the terms thereof and undertakes to fully comply therewith. He/she also states that he/she is aware that any infringement of such Policy on Disclosure shall be deemed a contractual default, and that the company shall be accordingly entitled, without any onus on its part, to terminate the agreement that originated the compliance and demand the payment of the penalty set forth therein, notwithstanding any losses and damages.

São Paulo, ......................................

____________________________


Updated on July, 2010