I - Purpose
II - Definitions
III - Principles and Objectives
IV - Disclosure Procedures
V - Exceptions to Disclosure
VI - Procedures to Maintain Confidentiality
VII - Monitoring of the Disclosure Policy
VIII - Amendment to the Disclosure Policy
IX - Breach and Sanctions
X - Final Provisions
The purpose of Tecnisa´s Disclosure Policy of Material Information is to set forth the internal procedures which shall be adopted for the fully compliance with the legal and regulating provisions regarding the disclosure of Material Information, pursuant to the Brazilian Securities and Exchange Commission - CVM Instruction no. 358, of January 3, 2002, and to CVM Instruction no. 369, of June 11, 2002.
The following terms herein when written with upper case initial letter, whether singular or plural, shall have the following meanings:
Material Information : any controlling shareholder decision, resolution of the general meeting or management bodies of the Company; or any other act or fact of political-administrative, technical, business or economic-financial taken or related to their businesses that may have considerable influence on (a) the quotation of the marketable securities issued by the Company, or related to them, (b) the investor decision of buying, selling or keeping those marketable securities, and (c) the investor decision of exercising any rights intrinsic to their nature of holders of marketable securities or related to them, issued by the Company, including, without limitation, the acts or facts included in Attachment 1 hereto.
Company : Tecnisa S.A.
CVM : Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission)
Responsible Officer: Investor Relations Officer, who is in charge in the Company of the relations with investors and enforcement and monitoring of the Company´s Disclosure Policy of Material Information.
Market Entities: group of stock markets or organized over-the-counter market entities where the securities issued by the Company are or may be accepted for trading, as well as the equivalent entities from other countries.
III. PRINCIPLES AND OBJECTIVES
The Company´s Disclosure Policy of Material Information is based on the following principles and objectives:
- disclose full information to shareholders and investors;
- guarantee the broad and immediate disclosure of Material Information
- enable equal access to public information about the Company to all shareholders and investors;
- guarantee the confidentiality of Material Act of Fact unreleased;
- contribute to the stability and development of the Brazilian stock market; and
- consolidate the practices of good corporate governance in the Company.
IV. DISCLOSURE PROCEDURES
4.1 The disclosure and notices to CVM and Market Entities of Material Information, through the institutional channels of communication, in addition to the adoption of other procedures set forth herein, is incumbent upon the Responsible Officer.
4.2 The Material Information shall be disclosed through (i) its publication in large-circulated newspaper regularly used by the Company and (ii) its publication on the Internet, with content at least equal to the text sent to CVM and to the Market Entities, at the website www.tecnisa.com.br.
4.2.1 At the Responsible Officer´s discretion, the publication referred to in item 4.2 above may be in the summary form, indicating that the information may be read in full at the website www.tecnisa.com.br
4.2.2 Information must be provided in a clear and precise way and make use of objective and accessible language to the investing public. The meaning of technical concepts that, at the Responsible Officer´ discretion, may be considered more complex, must be explained and included in the disclosed information.
4.3 In the event of disclosure of Material Information by any means of communication, including press release, or at meetings of professionals associations, investors, analysts or for specific audience, in the country or abroad, the Responsible Officer shall disclose simultaneously the respective information to the market, in accordance with the established herein.
4.4 The controlling shareholder, officers, members of the board of directors and of the fiscal council, when instated, in addition to any other employee of the Company that may have access to information about Material Information, who have signed the instrument included in Attachment II , as per item 6.3 below, shall be incumbent upon to report to the Responsible Officer all and any Material Information that they might come to know of and acknowledge to be unknown to the Responsible Officer. They must also verify that the Responsible Officer has taken the measures set forth herein regarding the disclosure of the respective information.
4.4.1 The reporting to the Responsible Officer, referred to in item 4.4 above, must be through electronic mail sent to email@example.com .
4.4.2 Should the persons aforementioned in item 4.4 have knowledge of any omission of the Responsible Officer in the disclosure of information, and that the confidentiality of the Material Information was not maintained, pursuant to Section V herein, such persons shall provide for the Material Information to be immediately disclosed to CVM to exempt themselves from the burden of responsibility established by the applicable regulation regarding the non-disclosing of Material Information.
4.5 Always when CVM or the Market Entities require from the Responsible Officer further explanations regarding the information or the disclosure of the Material Information, or should there be unusual fluctuation in the quoted value, price or amount traded of the securities issued by the Company or related to them, the Responsible Officer shall inquire the persons with access to the Material Acts or Facts, with the purpose of ascertaining whether or not these persons acknowledge any information that should be disclosed to the market.
4.5.1 The Company´s managers and employees inquired as per item 4.5 must respond immediately to the Responsible Officer´s call. Should they not be able to meet in person or carry on conversation over the telephone with the Responsible Officer on the same day he/she acknowledges the respective requirement of CVM or of the Market Entities, the said managers and employees shall send an electronic mail message containing the relevant information to firstname.lastname@example.org .
4.6 The disclosure of Material Information shall be carried out, as a rule, simultaneously with the disclosure to CVM and to the Market Entities, before the beginning or after the closing of trading at the Market Entities. When the securities issued by the Company are traded simultaneously at the Brazilian and foreign Market Entities, the disclosure shall be carried out, as a rule, before the beginning or after the closing of trading in all countries, prevailing, in the event of incompatibility, the trading hours of the Brazilian market.
4.6.1 Should there be an extraordinary need for the Material Information to be disclosed during trading hour, the Responsible Officer may request, when informing the Material Information, always simultaneously with the Brazilian and foreign Market Entities, the temporary removal from trading of the securities issued by the Company or related to them, for the time needed to properly spread the respective information. The Responsible Officer shall prove before the Brazilian Market Entities that the requested temporary removal from trading was also effected at the foreign Market Entities.
V. EXCEPTIONS TO DISCLOSURE
5.1 The Material Acts or Facts may, extraordinarily, not be disclosed should the controlling shareholder or the board of directors consider that its disclosure may pose risk to the Company´s legitimate interest, and, in such a case, the measures set forth herein must be necessarily carried out with the purpose of guaranteeing the confidentiality of such information.
5.2 Should the Material Information be related to operations involving directly the controlling shareholder, he/she may request that the Responsible Officer do not disclose the Material Information, presenting the reasons of his/her request.
5.3 The controlling shareholder or the board of directors, by means of their Chairman, shall request that the Responsible Officer discloses immediately the confidential Material Information, in any of the following cases:
- the information became known to third parties not related to the Company and to the eventual business characterizing the Material Information;
- should there be persisting evidence and grounded concern of breach of confidentiality of the Material Information; or
- should there be unusual fluctuation in the quoted value, pricing or amount traded of the securities issued by the Company or related to them.
5.3.1 Should the Responsible Officer do not take the necessary measures for the immediate disclosure referred to in this item 5.3, it will be incumbent upon the controlling shareholder or the board of directors, as the case may be, by means of its Chairman, the adoption of the said measures.
5.4 The Responsible Officer shall be always informed of confidential Material Information, and it is incumbent upon him/her, together with all persons to whom the information is known, to ensure the adoption of the proper measures to maintain confidentiality.
5.5 Should there be any doubt, by those to whom the confidential Material Information became known, regarding the legitimacy of the non-disclosure of the information, such a matter shall be submitted to CVM, as set forth in the applicable regulations.
VI. PROCEDURES TO MAINTAIN CONFIDENTIALITY
6.1 The controlling shareholder, officers, members of the board of directors and of the fiscal council, when instated, in addition to the other employees and Company agents, must maintain confidential the information concerning Material Acts or Facts, to which they have privileged access due to post or position they hold, always complying with the procedures set forth in this Section VI, until such information is disclosed to the market, in addition to manage that reliable subordinates and third parties do so as well, and be hold responsible in the event of breaching of provision.
6.2 For the purpose of maintaining information confidential as referred to in item 6.1 above, the persons mentioned therein must comply with and ensure the compliance with the following procedures, without prejudice to the adoption of other measures considered appropriate for each situation:
- disclose the confidential information only to those persons to whom its knowledge is essential.
- not disclose the confidential information in the presence of third parties to whom it is unknown, even if such persons are not expected to grasp intuitively the meaning of the conversation;
- not disclose the confidential information via teleconference in which the identity of the persons attending cannot be identified properly;
- keep documents of any kind related to the confidential information, including personal handwritten notes, in a safe, locker or closed filing cabinet, which can be only accessed by the persons authorized;
- always protect documents and electronic files related to the confidential information with passwords;
- circulate internally the documents that contain the confidential information in sealed envelopes, which shall always be delivered to the addressee in person;
- not send documents containing confidential information via fax, excepting the cases that only authorized persons have access to the receiving fax machine;
- without prejudice to the responsibility of the person communicating the confidential information, demand that the third party to the Company who needs to access the information sign a confidentiality agreement, which shall specify the nature of the information and it shall include that the third party acknowledges the confidential nature of the information, undertaking not to disclose it to any person or deal securities issued by the Company prior to the disclosure to the market.
6.3 Should the confidential information need to be disclosed to a Company employee or to any person holding a office, post or position in the Company, holding, subsidiaries, affiliated companies, provided that they are not directors, member of the Company´s board of directors or fiscal council, the person responsible for communicating the information shall make sure that the person receiving the information is aware of the Disclosure Policy of Material Information of the Company, who shall be required to sign the agreement included in Attachment II prior to being granted the access to information.
VII. MONITORING OF THE DISCLOSURE POLICY
7.1 It is incumbent upon the Responsible Officer, in the event of Material Information, the proper compliance with the Company´s Disclosure Policy of Material Information, immediately reporting to the board of directors any irregularity.
7.2 The accuracy and adequacy of the wording of the information disclosed to the market, pursuant to item 4.2.2 above, shall be analyzed by the Responsible Officer upon the verification of the underlying reasons of the requests of further explanations from CVM or the Market Entities.
7.3 Upon the occurrence of any of the cases foreseen in item 5.3 above, which may imply the need for disclosure of the confidential Material Information, or breach of confidentiality of the Material Information prior to disclosure to the market, the Responsible Officer shall conduct investigations and internal diligences in the Company, inquiring the involved persons, who must always respond to his/her information requests, with the purpose of ascertaining the reason of breach of confidentiality of information.
7.3.1 The conclusions of the Responsible Officer must be forwarded to the board of directors, for proper measures, together with any recommendation or suggestion of amendment to the Company´s Disclosure Policy of Material Information that may come to prevent the breach of confidentiality of information in the future.
7.4 It is incumbent upon the Responsible Officer to monitor the trading of securities issued by the Company or related to them, adopting procedures so that trading prior to the disclosure of the Material Information is informed, with the purpose of identifying eventual trading prohibited by prevailing legislation by persons aware of said Material Information, reporting the eventual irregularities to the board of directors and to CVM.
VIII. AMENDMENT TO THE DISCLOSURE POLICY
8.1 By means of resolution of the board of directors, the Company´s Disclosure Policy of Material Information shall be amended in the following cases:
- whenever CVM explicitly determines so;
- upon amendment to the applicable legal and regulatory rules, in order to implement the necessary modifications;
- whenever the board of directors, during the process of evaluating the efficiency of the procedures adopted, verifies the need for amendments.
8.2 Amendments to the Company´s Disclosure Policy of Material Information shall be forwarded to CVM and to the Market Entities by the Responsible Officer, pursuant to the applicable regulations, as well as to the persons listed in tem 10.1.3 below.
IX. BREACH AND SANCTIONS
9.1 Without prejudice to the applicable sanctions pursuant to the prevailing legislation, to be enforced by the proper authorities, in case of breach of clauses and procedures set forth in the Company´s Disclosure Policy of Material Information, it shall be incumbent upon the board of directors to take the applicable disciplinary measures within the scope of the Company, including removal from office or dismissal of the violator in the cases of material breach.
9.2 Should the applicable measure be of legal or statutory jurisdiction of the general meeting, the board of directors shall call the meeting to deliberate on the matters.
X. FINAL PROVISIONS
10.1 The Company shall send by registered mail to the controlling shareholders, officers, members of the board of directors and of the fiscal council, when instated, in addition to any person that, due to their office, post or position held at the Company, subsidiaries, holding, subsidiaries or affiliated companies, may come to know information regarding Material Information, a copy of the Company´s Disclosure Policy of Material Information, requesting the return to the Company of the adhesion instrument duly signed as per Attachment II hereto, which shall be filed at the Company´s headquarters.
10.1.1 Upon execution of the instrument of investiture, the new managers shall mandatorily sign the instrument included in Attachment II, and they shall be informed of the Company´s Disclosure Policy of Material Information.
10.1.2 Disclosure of the Company´s Disclosure Policy of Material Information, as well as the mandatory signature of the instrument included in Attachment II, to the persons referred to in item 10.1 above, shall be carried out prior to their acknowledgement of the Material Information, as per item 6.3 above.
10.1.3 The Company shall keep at its headquarters, available to CVM, a list of persons contemplated under this item 10.1 and their respective qualifications, office or post, address and Corporate Taxpayer´s ID (CNPJ) or Individual´s Taxpayer Register (CPF) numbers, and promptly update it whenever there be changes.
10.2 The Company´s Disclosure Policy of Material Information shall be in force as from the date of approval.
- Execution of transfer agreement or contract of the shareholding control of the company, even though under suspensive or resolutory condition;
- Change in the control of the company, including through the execution, amendment, or termination of shareholder agreement;
- Execution, amendment, or termination of shareholder agreement to which the company is party or intervenor, or which has been registered in the company´s records;
- Entry or exit of shareholder under operational, financial, technological or administrative agreement or arrangement with the company;
- Authorization for trading of securities issued by the company in any Brazilian of foreign market;
- Decisions of deregistering as publicly-held company;
- Incorporation, merger or split-off involving the company or its affiliated companies;
- Transformation or winding-up of the company;
- Changes in the net equity composition of the Company;
- Changes in the accounting principles adopted at the company;
- Renegotiation of debt;
- Approval of stock option plan;
- Changes in the rights and benefits of securities issued by the company;
- Split-up or grouping of shares or the assignment of share bonus;
- Acquisition of shares of the company to be held in treasury or cancellation and sale of shares so acquired;
- Profit or loss of the company and the assignment of remuneration in cash;
- Execution, termination, or failure to perform agreements, when such is expected by the public;
- Approval, changes, or discontinuance of projects, or delays in their implementation;
- Commencement, resume or suspension of manufacturing or trading of a product or service;
- Discovery, changes or development of Company´s technology or resources;
- Changes in guidance disclosed by the company;
- Issuance of petition for composition, bankruptcy request or admission or intention of lawsuit which may affect the economical-financial situation of the company.
INSTRUMENT OF ADHESION TO TECNISA S.A.´S DISCLOSURE POLICY OF MATERIAL INFORMATION
[(corporate) name], [qualification, nationality, marital status, profession, ID (R.G.)/alien´s registration card (RNE) if individual; indicate CORPORATE type, if legal entity], located at [address], [individual taxpayer´s ID (CPF/MF) – corporate taxpayer´s ID (CNPJ/MF)] no. [number], as [indicate position or “controlling shareholder”] of TECNISA S.A., a publicly-held company, headquartered in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, nº 3.144, 3º andar, Conjunto 31, Corporate Taxpayer´s ID no. 07.731.304/0001-78, hereinafter Company , hereby inform to be aware of the Company´s Disclosure Policy of Material Information, approved at the Board of Directors on [•][•], 2006, pursuant to the CVM Instruction no. 358, of January 3, 2002, and amended by the CVM Instruction no. 369, of June 11, 2002, and undertake to comply with the rules and procedures set forth therein and always guide his/her actions regarding the Company in accordance with such provisions.
|Last Update: April 08, 2010