Powers
Article 22.
In addition to such other
powers and duties conferred on it by law and these Bylaws, the board of
directors shall have powers to:
(a)
fix the general direction of
the Company’s business;
(b)
define
the strategic directions that should
guide the preparation of the annual budget and business plan of the Company,
to be prepared by the executive board;
(c)
approve the Company’s annual
operating budget and business plan, and any changes thereto (provided,
however, that until such new budget or plan has been approved, the most
recently approved budget or plan shall prevail);
(d)
attribute, from the global
amount of remuneration fixed by the shareholders in general meeting, the
monthly remuneration of each of the members of the Company’s management and
advisory committees, in the manner provided for in Article 15 of these
Bylaws;
(e)
nominate a slate for the election of the
board of directors;
(f)
elect and
remove the Company’s officers and determine their powers and duties, in
accordance with the provisions of these Bylaws and ensuring
that
such
positions
are
always
occupied
by
trained people
,
familiar
with
the
activities of the Company and its controlled
companies
,
and also able
to
implement
its
business
plans
,
long-term goals
,
and
ensure
the
continuity
of
the Company;
(g)
supervise the officers’
management of the Company, examine at any time the Company’s books and
documents, and request information on contracts entered into or about to be
entered into by the Company and any other acts;
(h)
determine the general
remuneration criteria and the benefit policies (indirect benefits, shares in
profits and/or sales) for the senior management and those holding management
positions in the Company;
(i)
instruct
the votes related to the global remuneration of management to be cast by
Company’s representative at the general meeting of
shareholders of the companies where the Company holds an equity interest,
except for the wholly-owned subsidiaries or special purpose companies;
(j)
in
accordance with a plan approved by the shareholders in general meeting, grant
share purchase options to the Company’s officers, directors or employees, or
to individuals who rendered services to the Company or to any company under
its control, with the exclusion of shareholders’ pre-emptive rights over the
grant of such share purchase options or the subscription of the corresponding
shares;
(k)
call general shareholders’
meetings;
(l)
submit to
the shareholders in general meeting any proposed amendment to these Bylaws;
(m)
issue its opinion on the
executive board’s management report and accounts, and authorize the
distribution of interim dividends;
(n)
attribute to the Company’s
directors and officers their share in the profits shown on the Company’s
balance sheets, including interim balance sheets, subject always to the
limits and other provisions under the law and these Bylaws;
(o)
authorize any change in the
Company’s accounting or report presentation policies, unless such change is
required by the generally accepted accounting principles in the jurisdictions
in which the Company operates;
(p)
appoint and dismiss the
Company’s independent auditors;
(q)
approve the issue of shares
or subscription bonuses up to the limit of the Company’s authorized capital,
determining the issue price, the manner of subscription and payment and other
terms and conditions for the issuance, and determining also if preemptive
rights over the shares to be issued shall be granted to shareholders in the
case provided for in the Article 7 of these Bylaws;
(r)
approve
the issuance of debentures of any species and characteristics and with any
guarantees, provided that
,
in the case
of
debentures convertible into shares
, the
limit
authorized
for the issuance
of
common
shares,
provided
for
in
Article
6
hereof, is complied with
;
(s)
approve
the Company’s acquisition of its own shares, to be held in treasury or for
cancellation;
(t)
approve
business transactions and contracts of any kind between the Company and its
shareholders, directors and/or officers, or between the Company and the
direct or indirect controlling shareholders of the Company’s shareholders,
except if provided in the annual budget or business plan then in effect;
(u)
authorize, in advance: (i)
the execution by the Company of any contract, including, for the purposes of
illustration, contracts for the acquisition of assets or interests in other
companies; or (ii) the grant, by the Company, of loans, financing or real or
personal security in favor of its controlled companies (with the exception of
special purpose companies in which the Company holds 90% or more of the total
and voting capital) or third parties, provided always, in the cases
contemplated in items (i) and (ii) above, that the contracts involve
transactions with a term greater than 48 (forty-eight) months (with the
exception of contracts with public utilities providers and other contracts
which have uniform terms and conditions, which shall not be subject to prior
approval by the board of directors) or an amount greater than R$15,000,000.00
or 1.5% of the Company’s total consolidated assets (the “Reference Value”);
(v)
authorize
the acquisition, alienation, transfer, assignment, encumbrance or other form
of disposal, including contribution to the capital of another company, for
any reason, of a substantial part of the Company’s non-current assets,
non-current assets being understood to be the set of assets on which the
Company’s business is based, in amounts greater than the Reference Value (as
defined in item (u) above), when such transactions are not provided for in
the annual budget;
(w)
approve, in advance, any
application by the Company for a decree of bankruptcy or judicial or
extrajudicial recovery;
(x)
determine the list of three
companies specialized in economical valuation, to be submitted to the general
shareholders meeting for the purposes of Article 9, (b) of these Bylaws, for
the preparation of the appraisal report of the Company’s shares for purposes
of public offer of shares, cancellation of registration as a publicly-held
company registration, exiting the Novo Mercado or mandatory public tender
offer, in the cases provided under these Bylaws; and
(y) issue
its opinion in advance, making it public and observing the rules laid out in
Article
58
61
hereof, on the terms of any
public tender offer that having as purpose the acquisition of shares of the
Company, whether such an offer is made pursuant to
law or regulation in force, or in accordance with Article
53
56
hereof.
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