DISCLOSURE POLICY FOR RELEVANT ACTS OR FACTS AND THE PRESERVATION OF CONFIDENTIALITY OF AMIL PARTICIPAÇÕES S.A.
The purpose of this Disclosure Policy for Relevant Acts or Facts and the Preservation of Confidentiality is to establish the practices for the use and disclosure of material information related to Amil Participações S.A., in compliance with CVM Instruction 358, of January 3, 2002, CVM Instruction 369, of June 11, 2002 and CVM Instruction 449, of March 15, 2007, as well as establishing the obligations and mechanisms related to the disclosure of said material information to the market.
In this Disclosure Policy, the following terms, when written with initial capitals, in their singular or plural form, shall have the following meanings:
“Controlling Shareholder”: refers to the shareholder or group of shareholders bound by a shareholders’ agreement or subject to common control exercising direct or indirect control over the Company, in accordance with Law 6404/76 and its following amendments.
“Management”: refers to the Executive Officers and the members of the Board of Directors.
“Relevant Act or Fact”: refers to any decision by the Controlling Shareholder, any resolution by a Shareholders’ Meeting or management body of the Company, or any other act or fact of a political, administrative, technical, transactional or economic and financial nature or related to the Company’s business that may have a material influence on: (a) the market price of securities issued by the Company, or linked to it; (b) the decision of investors to purchase, sell or hold said securities; and (c) the decision of investors to exercise any rights inherent to the ownership of said securities, as exemplified in Article 2 of CVM Instruction 358.
“Company”: Amil Participações S.A.
“Fiscal Council Members”: refers to the members of the Company’s Fiscal Council, when installed, elected by deliberation of the annual General Shareholders’ Meeting.
‘CVM”: Brazilian Securities and Exchange Commission.
“Investor Relations Officer”: refers to the Company Officer elected to perform the duties requested in CVM instructions and regulations, including the execution and monitoring of the Company’s Disclosure Policy.
“Market Institutions”: refers to the group of stock exchanges or organized over-the-counter market institutions where securities issued by the Company are or come to be traded, including equivalent institutions abroad.
“Instruction 358”: refers to CVM Instruction 358, of January 3, 2002, as amended by CVM Instruction 369, of June 11, 2002 and CVM Instruction 449, of March 15, 2007.
“Indirectly Related Persons”: refers to persons maintaining the following relationships with Management and/or Fiscal Council Members: (i) spouse (unless legally separated); (ii) partner; (iii) any dependent included in the annual individual income tax declaration; and (iv) Companies directly or indirectly controlled by Management and/or Fiscal Council Members, or Indirectly Related Persons.
“Directly Related Persons”: refers to persons indicated in Article 13 of Instruction 358, including the Company; its direct or indirect controlling shareholders; its executive officers; members of the Board of Directors, Fiscal Council and any other technical or consulting bodies created by statutory provision; managers and employees; subsidiaries and/or companies under common control and their respective controlling shareholders, members of management and members of technical or consulting bodies; service providers and other professionals who have adhered in writing to the Disclosure Policy and are bound by the provisions therein (including persons who, in accordance with Instruction 358, although they have not adhered to the Disclosure Policy, have knowledge of information related to Relevant Acts or Facts, due to their function or position in the Company), their controlling shareholders, subsidiaries or affiliated companies.
“Disclosure Policy”: refers to this Disclosure Policy for Relevant Acts or Facts and the Preservation of Confidentiality.
“Securities”: refers to any shares, real estate receivable certificates, warrants, subscription receipts and rights, promissory notes, put or call options or derivatives of any type, including any other securities or group investment agreements issued by the Company or linked to it, by legal provision, are deemed to be "marketable securities", existing on the date of the approval of the Disclosure Policy or created at a later date.
The Company’s Disclosure Policy is based on the following principles and objectives:
- to provide shareholders and investors with complete information;
- to ensure wide and immediate disclosure of any Relevant Act or Fact;
- to provide every shareholder and investor with equal access to public information related to the Company;
- to ensure the confidentiality of undisclosed Relevant Acts or Facts;
- to contribute to the stability and development of the Brazilian capital market;
- to consolidate the Company’s good corporate governance practices.
4.1 It is incumbent upon the Investor Relations Officer to disclose and communicate Relevant Acts or Facts to the CVM and Market Institutions via institutional communication channels, as well as to adopt other procedures provided for herein.
4.2 Relevant Acts of Facts shall be disclosed through: (i) publication in those large-circulation newspapers habitually used by the Company; and (ii) publication of the respective information, whose content should be at least identical to that sent to the CVM and to Market Institutions, on the Internet at the electronic address www.amil.com.br.
4.2.1 The publication referred to in item 4.2(i) may, at the discretion of the Investor Relations Officer, be made in summary format, with an indication that the full version may be accessed via the electronic address www.amil.com.br.
4.2.2 The information should be presented in a clear and accurate manner, in language that is objective and accessible to investors. Whenever a technical concept is used which the Investor Relations Officer deems to be of greater complexity, the information disclosed should include an explanation of its meaning.
4.3 Whenever a Relevant Act or Fact is disclosed through any means of communication, including press releases, or meetings of professional associations, investors, analysts or any other select group, in Brazil or abroad, it is incumbent on the Investor Relations Officer to simultaneously disclose the respective information to the market, in the form established herein.
4.4 Directly Related Persons who have access to information related to a Relevant Act or Fact should communicate said information to the Investor Relations Officer and verify if the Investor Relations Officer has taken the appropriate measures to disclose said information in accordance with this Disclosure Policy.
4.4.1 Should the Directly Related Persons confirm an omission regarding the communication and disclosure of said information on the part of the Investor Relations Officer, and provided that the Relevant Act or Fact in question is not subject to confidentiality, pursuant to Section 5 of this Disclosure Policy, the Directly Related Persons should communicate said Relevant Act or Fact directly and immediately to the CVM in order to exempt themselves from the responsibilities imposed by the applicable regulation in case of non-disclosure of same.
4.5 Whenever the CVM or Market Institutions require additional clarification regarding the communication and disclosure of a Relevant Act or Fact from the Investor Relations Officer, or in the case of an atypical variation in the price or traded volume of securities issued by the Company, or linked to it, the Investor Relations Officer should conduct an inquiry among those persons with access to Relevant Acts or Facts, in order to verify if they have knowledge of any information which should be disclosed to the market.
4.5.1 Management and other Company employees questioned in accordance with item 4.5 above should reply immediately to the Investor Relations Officer’s request. If they are unable to meet personally with or talk over the telephone to the Investor Relations Officer on the same day on which the latter was made aware of the respective request by the CVM or Market Institutions, Management or the employees in question should send the pertinent information by electronic mail to email@example.com or by other written means of communication.
4.6 Relevant Acts or Facts should be disclosed simultaneously to the CVM and Market Institutions, before the Market Institutions open or after they close for trading. Whenever securities issued by the Company are traded simultaneously by Market Institutions in Brazil and abroad, the Relevant Acts or Facts should be disclosed before the Market Institutions open or after they close for trading in all the countries, the business hours of the Brazilian market prevailing in case of incompatibility.
4.6.1 Should it be imperative that a Relevant Act of Fact be disclosed during trading hours, the Investor Relations Officer, when communicating said Relevant Act or Fact, may request, simultaneously to the Market Institutions in Brazil and abroad, the suspension of trading in securities issued by the Company, or linked to it, for the time needed to disseminate the respective information. The Investor Relations Officer should prove to the Brazilian Market Institutions that the requested suspension of trading also occurred in the Market Institutions abroad.
5.1 Relevant Acts or Facts may, exceptionally, not be disclosed if the Company’s Controlling Shareholder or Board of Directors believes that disclosure of same will jeopardize a legitimate interest of the Company, in which case the procedures provided for herein must be adopted in order to preserve the confidentiality of said information.
5.2 If a Relevant Act of Fact is related to operations directly involving the Controlling Shareholder, the latter may ask the Investor Relations Officer not to disclose said Relevant Act or Fact, explaining the reasons for said decision.
5.3 The Company’s Controlling Shareholder or Board of Directors should ask the Investor Relations Officer to immediately disclose a confidential Relevant Act or Fact in any of the following cases:
- should the information become known to third parties unrelated to the Company or the business dealt with by said Relevant Act or Fact;
- should there be substantive indications and real concern that a violation of confidentiality of said Relevant Act or Fact has occurred; or
- should there be an atypical variation in the price or traded volume of securities issued by the Company, or linked to it.
5.3.1 Should the Investor Relations Officer fail to take the necessary measures for immediate disclosure referred to in clause 5.3 herein, it is incumbent upon the Company’s Controlling Shareholder or Board of Directors, to take said measures.
5.4 The Investor Relations Officer should always be informed of any confidential Relevant Act or Fact and it is incumbent on said Officer, jointly with those other persons who have knowledge of the information in question, to take the appropriate measures to preserve the confidentiality of same.
5.5 Whenever those persons who have knowledge of confidential Relevant Act or Fact doubt the legitimacy of its non-disclosure, they may submit the matter to the CVM in accordance with the applicable regulations.
6.1 Directly Related Persons should preserve the confidentiality of information regarding Relevant Acts or Facts to which they have privileged access as a result of their title or position, always respecting the procedures provided for in Section 6 herein, until their effective disclosure to the market, and ensure that subordinates and third parties in their confidence also do so. Said Directly Related Persons shall be held jointly responsible with the latter in case of non-compliance.
6.2 In order to preserve the confidentiality referred to in item 6.1 above, Directly Related Persons should ensure compliance with the following procedures, without prejudice to the adoption of other measures that may be appropriate to any given situation:
- to disclose confidential information on a strict need-to-know basis;
- not to discuss confidential information in the presence of third parties who do not have knowledge of it, even if it can be expected that said third party will not understand the meaning of the discussion;
- not to discuss confidential information in conference calls when one cannot be certain of who is taking part in the call;
- to store any and all documents related to the confidential information, including handwritten personal notes, in a locked safe, cupboard or filing cabinet, to which only those persons authorized to have knowledge of the information have access;
- to ensure that any and all electronic documents and files related to the confidential information are password-protected;
- to ensure that documents containing confidential information are circulated internally in sealed envelopes, which should always be delivered directly to the addressee;
- not to send documents containing confidential information by fax, except when it is certain that only those persons authorized to have knowledge of the information have access to the receiving machine;
- to require third parties unrelated to the Company who need to have access to the information (without prejudice to the responsibility of those transmitting the confidential information) to sign a term of confidentiality, which should specify the nature of the information and contain a declaration that the third party in question acknowledges its confidential nature and undertakes not to disclose it to any other person nor to trade securities issued by the Company prior to the disclosure of same to the market.
6.3 Whenever the confidential information needs to be disclosed to a Company employee or any other person occupying a title, function or position in the Company, its parent company, subsidiaries or affiliated companies, who is not a member of Management or a Fiscal Council Member, the person responsible for transmitting the information should be certain that the person receiving it has knowledge of the Company’s Disclosure Policy, and should ask him/her to sign the Commitment Agreement in Exhibit I hereto before being given access to the information.
7.1 Upon the occurrence of a Relevant Act or Fact, it is incumbent upon the Investor Relations Officer to verify compliance with the Company’s Disclosure Policy, immediately informing the Board of Directors of any irregularity.
7.2 It is also incumbent upon the Investor Relations Officer to verify the accuracy and appropriateness of the manner in which the content of the information disclosed to the market is written, pursuant to item 4.2.2 above, in response to requests for additional clarification from the CVM and Market Institutions.
7.3 Upon the occurrence of any of the cases provided for in item 5.3 above, which imply the need for disclosure of a confidential Relevant Act or Fact, or the violation of the confidentiality of a Relevant Act or Fact prior to its disclosure to the market, it is incumbent upon the Investor Relations Officer to undertake an in-house investigation, carrying out an inquiry among those persons involved (who should always respond to any request for information) in order to verify the reason for the violation of confidentiality of the information.
7.3.1 The Investor Relations Officer’s conclusions should be sent to the members of the Board of Directors, so that they may take the appropriate measures, accompanied, if necessary, by any recommendations and suggestions for changes in the Company’s Disclosure Policy, which may prevent future violations of confidential information.
7.4 It is incumbent upon the Investor Relations Officer to adopt appropriate procedures for monitoring trading in securities issued by the Company, or linked to it, particularly in periods immediately prior to the disclosure of a Relevant Act or Fact to the market, in order to identify trades prohibited by the prevailing legislation by persons who have knowledge of said Relevant Act or Fact, and inform the Board of Directors and the CVM of any irregularities.
8.1 By resolution of the Board of Directors, the Disclosure Policy of the Company may be changed in the following circumstances:
- following the express determination of the CVM to that effect;
- following changes to the applicable laws and regulations in order to incorporate said changes;
- whenever the Board of Directors, when evaluating the effectiveness of the adopted procedures, decides on the need for change.
8.2 Changes in the Company’s Disclosure Policy should be communicated to the CVM and the Market Institutions by the Investor Relations Officer, as required by the applicable regulations.
9. PROCEDURES FOR COMMUNICATING INFORMATION ON SECURITIES TRADING BY MANAGEMENT AND INDIRECTLY RELATED PERSONS
9.1 The procedures for communicating information on securities trading are based on Article 11 of Instruction 358.
9.2 Management and Fiscal Council Members, as well as members of the Company’s technical or consulting bodies, should report any interest they retain in securities issued by the Company, whether under their own name or under the name of Indirectly Related Persons, as well as any changes in said interest.
9.2.1 This information should be sent to the Company’s Investor Relations Officer, who will forward it to the CVM and the Market Institutions, pursuant to the model form included in this Disclosure Policy as Exhibit II.
9.2.2 Said information should be communicated to the Company’s Investor Relations Officer: (i) within five (5) days following each trade; (ii) on the first business day following investiture in a Company position; and (iii) upon presentation of the documentation for registering the Company as a publicly-held company.
9.2.3 The CVM should be informed: (i) immediately after investiture in a Company position; and (ii) within a maximum of ten (10) days after the close of the month in which the change in interest takes place, indicating the period balance.
10. PROCEDURES FOR COMMUNICATING AND DISCLOSING INFORMATION REGARDING THE ACQUISITION OR SALE OF A RELEVANT INTEREST
10.1 The procedures for communicating and disclosing information on the trading of securities involving a relevant interest are based on Article 12 of CVM Instruction 358.
10.1.1 A relevant interest is defined as an interest corresponding, directly or indirectly, to 5% (five percent) or more of any type or class of shares representing the Company’s capital stock.
10.2 The direct or indirect Controlling Shareholder and the shareholders who elect the members of the Company’s Board of Directors shall inform the Company about the acquisition or sale of any relevant interest, encompassing the information mentioned in the model form included in this Disclosure Policy as Exhibit III.
- 10.2.1 The acquisition or sale of a relevant interest should be communicated to the Investor Relations Officer immediately after such an interest is reached.
10.3 The Investor Relations Officer shall be responsible for transmitting the information, as soon as it is received by the Company, to the CVM and Market Institutions, as well as updating the corresponding field in the Annual Information (IAN) form.
10.4 Whenever the acquisition of a relative interest results in, or is intended to result in, a change in the Company’s ownership or management structure, as well as in cases when the acquisition results in the obligation to hold a public tender offer, pursuant to CVM Instruction 361, of March 5, 2002, the buyer should also publish a notice in those newspapers habitually used by the Company containing the information provided in Exhibit III of this Disclosure Policy.
11.1 Without prejudice to the applicable penalties provided by the prevailing legislation to be enforced by the competent authorities, if the terms and procedures defined in this Disclosure Policy are violated, it is incumbent on the Investor Relations Officer to take the appropriate internal disciplinary measures after consulting the members of the Board of Directors, or the respective substitute. Such disciplinary measures may include the removal of the transgressor from their post or their dismissal in cases of serious violation.
11.2 If the appropriate measure falls within the legal or statutory competence of a Shareholders’ Meeting, it is incumbent upon the Board of Directors to call such a Meeting to discuss the matter.
12.1 The Company should send a copy of this Disclosure Policy to Directly Related Persons via registered mail, requesting the return of the Commitment Agreement duly signed in accordance with Exhibit I hereto, which shall be filed at the Company’s head offices.
12.1.1 When new members of Management sign their term of investiture, they should also be required to sign the Commitment Agreement in Exhibit I hereto, having been made cognizant of the Company’s Disclosure Policy.
12.1.2 Communication of the Company’s Disclosure Policy and signature of the Commitment Agreement in Exhibit I hereto to by persons not included in item 12.1 above shall occur prior to said person have knowledge of any Relevant Act of Fact, pursuant to item 6.3 above.
12.1.3 The Company shall maintain at its head office a record at the disposal of the CVM of the persons included in this item 12.1 and their respective details, including their position or function, address and inscription number in the roll of individual and/or corporate taxpayers, immediately updating said information when any changes occur.
12.2 This Disclosure Policy for Securities Issued by the Company shall be observed as of the date of the Company‘s registration as a publicly-held company with the CVM.